5,769,231 Shares The Chefs’ Warehouse, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • May 14th, 2020 • Chefs' Warehouse, Inc. • Wholesale-groceries, general line • New York
Introductory. The Chefs’ Warehouse, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 5,769,231 shares of the common stock, par value $0.01 per share (the “Shares”) of the Company. The 5,769,231 Shares to be sold by the Company are called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 865,384 Shares as provided in Section 2. The additional 865,384 Shares to be sold by the Company pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares.” Jefferies LLC (“Jefferies”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering and sale of the Offered Shares. To the extent there are no additiona
RIGHTS AGREEMENT by and between THE CHEFS’ WAREHOUSE, INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC as Rights Agent Dated as of March 22, 2020Rights Agreement • March 23rd, 2020 • Chefs' Warehouse, Inc. • Wholesale-groceries, general line • New York
RIGHTS AGREEMENT, dated as of March 22, 2020 (this “Agreement”), between The Chefs’ Warehouse, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the “Rights Agent”).
THIRD AMENDMENT TO CREDIT AGREEMENT AND FIRST AMENDMENT TO PLEDGE AND SECURITY AGREEMENTCredit Agreement • April 27th, 2022 • Chefs' Warehouse, Inc. • Wholesale-groceries, general line • New York
PLEDGE AND SECURITY AGREEMENT (this “Amendment”), dated as of March 11, 2022, by and among DAIRYLAND USA CORPORATION, a New York corporation (“Dairyland”), CHEFS’ WAREHOUSE PARENT, LLC, a Delaware limited liability company (together with Dairyland, the “Borrowers”), THE CHEFS’ WAREHOUSE, INC., a Delaware corporation (“Holdings”), the other Loan Parties party hereto, the Lenders party hereto and BMO Harris Bank N.A. (“BMO”), as administrative agent for the Lenders (in such capacity, the “Agent”).
THE CHEFS’ WAREHOUSE, INC. and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as Trustee INDENTURE Dated as of December 13, 2022 2.375% Convertible Senior Notes due 2028Indenture • December 13th, 2022 • Chefs' Warehouse, Inc. • Wholesale-groceries, general line • New York
INDENTURE, dated as of December 13, 2022, between The Chefs’ Warehouse, Inc., a Delaware corporation, as issuer (the “Company”), and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”).
SIXTH AMENDMENT TO CREDIT AGREEMENT AND SECOND AMENDMENT TO PLEDGE AND SECURITY AGREEMENTCredit Agreement • August 2nd, 2023 • Chefs' Warehouse, Inc. • Wholesale-groceries, general line • New York
CREDIT AGREEMENT dated as of June 29, 2018 (as amended by the First Amendment to Credit Agreement, dated as of November 18, 2019, the Second Amendment to Credit Agreement, dated as of February 24, 2021, the Third Amendment to Credit Agreement and First Amendment to Security Agreement, dated as of March 11, 2022, and the Fourth Amendment to Credit Agreement, dated as of August 25, 2022 (, the Fifth Amendment to Credit Agreement, dated as of December 7, 2022, and the Sixth Amendment to Credit Agreement, dated as of July 7, 2023 (as it may be further amended, restated, amended and restated or otherwise modified from time to time, this “Agreement”) among CHEFS’ WAREHOUSE PARENT, LLC, a Delaware limited liability company (“CW Parent”), and DAIRYLAND USA CORPORATION, a New York corporation (“Dairyland”), as Borrowers, the other Loan Parties party hereto, the Lenders party hereto, and BMO HARRIS BANK N.A., as Administrative Agent.
LEASE AGREEMENT Dated as of June 30, 2015 between CW LV REAL ESTATE LLC, THE CHEFS’ WAREHOUSE, INC., CHEFS’ WAREHOUSE PARENT, LLC and THE CHEFS’ WAREHOUSE WEST COAST, LLC, jointly and severally as the Tenant and CW NEVADA LANDLORD, LLC, as the LandlordLease Agreement • July 7th, 2015 • Chefs' Warehouse, Inc. • Wholesale-groceries, general line
THIS LEASE (as amended, supplemented or otherwise modified from time to time, this “Lease”) made as of June 30, 2015, by and among CW NEVADA LANDLORD, LLC, a Delaware limited liability company, as landlord, having an office at c/o SunTrust Equity Funding, LLC, 3333 Peachtree Road, NE, 10th Floor, Atlanta Georgia 30326, and CW LV REAL ESTATE LLC, a Delaware limited liability company, THE CHEFS’ WAREHOUSE, INC., a Delaware corporation, CHEFS’ WAREHOUSE PARENT, LLC, a Delaware limited liability company, and THE CHEFS’ WAREHOUSE WEST COAST, LLC, a Delaware limited liability company, jointly and severally, as tenant, having an office at 100 East Ridge Road, Ridgefield, CT 06877.
THE CHEFS’ WAREHOUSE, INC. RESTRICTED SHARE AWARD AGREEMENT (Officers and Employees)Restricted Share Award Agreement • July 31st, 2019 • Chefs' Warehouse, Inc. • Wholesale-groceries, general line • Delaware
THIS RESTRICTED SHARE AWARD AGREEMENT (this “Agreement”) is made and entered into as of the day of , 20 (the “Grant Date”), between The Chefs’ Warehouse, Inc., a Delaware corporation (together with its Subsidiaries, the “Company”), and (the “Grantee”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in The Chefs’ Warehouse, Inc. 2019 Omnibus Equity Incentive Plan (the “Plan”).
THE CHEFS’ WAREHOUSE, INC. PERFORMANCE RESTRICTED SHARE AWARD AGREEMENT (Officers and Employees)Performance Restricted Share Award Agreement • July 31st, 2019 • Chefs' Warehouse, Inc. • Wholesale-groceries, general line • Delaware
THIS PERFORMANCE RESTRICTED SHARE AWARD AGREEMENT (this “Agreement”) is made and entered into as of the _____ day of _________, 20____ (the “Grant Date”), between The Chefs’ Warehouse, Inc., a Delaware corporation (together with its Subsidiaries, the “Company”), and ___________________ (the “Grantee”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in The Chefs’ Warehouse, Inc. 2019 Omnibus Equity Incentive Plan (the “Plan”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 2nd, 2011 • Chefs' Warehouse, Inc. • Wholesale-groceries, general line • Delaware
This EMPLOYMENT AGREEMENT (the “Agreement”), dated as of August 2, 2011 is by and between The Chefs’ Warehouse, Inc., a Delaware corporation with its principal place of business at 100 East Ridge Road, Ridgefield, Connecticut (together with its subsidiaries, the “Company”), and John Pappas, a resident of Upper Brookville, New York (the “Executive”).
FIFTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • February 24th, 2020 • Chefs' Warehouse, Inc. • Wholesale-groceries, general line • New York
This FIFTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of November 18, 2019, by and among DAIRYLAND USA CORPORATION, a New York corporation (“Dairyland”), CHEFS’ WAREHOUSE PARENT, LLC, a Delaware limited liability company (together with Dairyland, the “Borrowers”), THE CHEFS’ WAREHOUSE, INC., a Delaware corporation (“Holdings”), the other Loan Parties party hereto, the Lenders party hereto and Jefferies Finance LLC (“Jefferies”), as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) and as collateral agent for the Secured Parties (in such capacity, the “Collateral Agent” or, as Administrative Agent or Collateral Agent, the “Agent”).
THE CHEFS’ WAREHOUSE, INC. NON-QUALIFIED STOCK OPTION AGREEMENT (Officers and Employees)Non-Qualified Stock Option Agreement • July 31st, 2019 • Chefs' Warehouse, Inc. • Wholesale-groceries, general line • Delaware
THIS NON-QUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) is made and entered into as of this _____ day of _______________, 20____ (the “Grant Date”), by and between The Chefs’ Warehouse, Inc., a Delaware corporation (together with its Subsidiaries and Affiliates, the “Company”), and ___________________ (the “Optionee”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in The Chefs’ Warehouse, Inc. 2019 Omnibus Equity Incentive Plan (the “Plan”).
FIRST AMENDMENT TO EMPLOYMENT LETTEREmployment Agreement • June 8th, 2011 • Chefs' Warehouse Holdings, LLC • Wholesale-groceries, general line • New York
This FIRST AMENDMENT TO EMPLOYMENT LETTER (this “First Amendment”) is made and entered into as of December 12, 2008, by and between Christopher Pappas (“Employee”) and Chefs’ Warehouse Holdings, LLC, a Delaware limited liability company (the “CW Holdings”), Dairyland USA Corporation, a New York corporation (“Dairyland”), The Chefs’ Warehouse, LLC, a Delaware limited liability company (“TCW”), The Chefs’ Warehouse West Coast, LLC, as Delaware limited liability company (“West Coast”), Bel Canto Foods, LLC, a New York limited liability company (“Bel Canto”) and JPMorgan Chase & Co., a Delaware Corporation (“JPMorgan” and collectively with CW Holdings, Dairyland, TCW, West Coast and Bel Canto, the “Company”).
DAIRYLAND HP LLC TO COMMERCIAL LENDING II LLC BUILDING LOAN AGREEMENT (Leasehold) Dated: April 26, 2012 Location: 200-240 Food Center Drive, Bronx, New York The premises are also known as Section 10, Block 2770, p/o Lot 1 and Section 10, Block 2781,...Building Loan Agreement • May 1st, 2012 • Chefs' Warehouse, Inc. • Wholesale-groceries, general line
THIS BUILDING LOAN AGREEMENT made the 26th day of April, 2012, between COMMERCIAL LENDING II LLC, a Delaware limited liability company having an office at 106 Corporate Park Drive, White Plains, New York 10604 (its successors and/or assigns, hereinafter referred to as the “Lender”), and DAIRYLAND HP LLC, a Delaware limited liability company having and office located at c/o Dairyland USA Corporation, 100 East Ridge Road, Ridgefield, Connecticut 06877 (hereinafter referred to as the “Borrower”);
LTIP AWARD AGREEMENT (Officers and Employees)Ltip Award Agreement • May 6th, 2015 • Chefs' Warehouse, Inc. • Wholesale-groceries, general line • Delaware
THIS LTIP AWARD AGREEMENT (this “Agreement”) is made and entered into as of the [__] day of [_______], 2015 (the “Grant Date”), between The Chefs’ Warehouse, Inc., a Delaware corporation (together with its Subsidiaries, the “Company”), and [_______] (the “Grantee”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in The Chefs’ Warehouse, Inc. 2011 Omnibus Equity Incentive Plan (the “Plan”).
THE CHEFS’ WAREHOUSE, INC. NON-QUALIFIED STOCK OPTION AGREEMENT (Officers and Employees)Non-Qualified Stock Option Agreement • July 1st, 2011 • Chefs' Warehouse Holdings, LLC • Wholesale-groceries, general line • Delaware
THIS NON-QUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) is made and entered into as of this ____ day of _____________, 20__ (the “Grant Date”), by and between The Chefs’ Warehouse, Inc., a Delaware corporation (together with its Subsidiaries and Affiliates, the “Company”), and __________________ (the “Optionee”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in The Chefs’ Warehouse, Inc. 2011 Omnibus Equity Incentive Plan (the “Plan”).
THE CHEFS’ WAREHOUSE, INC. RESTRICTED SHARE AWARD AGREEMENT (Directors)Restricted Share Award Agreement • March 10th, 2017 • Chefs' Warehouse, Inc. • Wholesale-groceries, general line • Delaware
THIS RESTRICTED SHARE AWARD AGREEMENT (this “Agreement”) is made and entered into as of the ____ day of ______, 20__ (the “Grant Date”), between The Chefs’ Warehouse, Inc., a Delaware corporation (together with its Subsidiaries, the “Company”), and ____________ (the “Grantee”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in The Chefs’ Warehouse, Inc. 2011 Omnibus Equity Incentive Plan (the “Plan”).
THE CHEFS’ WAREHOUSE, INC. RESTRICTED SHARE AWARD AGREEMENT (Officers and Employees)Restricted Share Award Agreement • July 1st, 2011 • Chefs' Warehouse Holdings, LLC • Wholesale-groceries, general line • Delaware
THIS RESTRICTED SHARE AWARD AGREEMENT (this “Agreement”) is made and entered into as of the ___ day of ________, 20__ (the “Grant Date”), between The Chefs’ Warehouse, Inc., a Delaware corporation (together with its Subsidiaries, the “Company”), and ____________, (the “Grantee”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in The Chefs’ Warehouse, Inc. 2011 Omnibus Equity Incentive Plan (the “Plan”).
THE CHEFS’ WAREHOUSE, INC. PERFORMANCE RESTRICTED SHARE AWARD AGREEMENT (Officers and Employees)Performance Restricted Share Award Agreement • January 19th, 2012 • Chefs' Warehouse, Inc. • Wholesale-groceries, general line • Delaware
THIS PERFORMANCE RESTRICTED SHARE AWARD AGREEMENT (this “Agreement”) is made and entered into as of the day of , 20 (the “Grant Date”), between The Chefs’ Warehouse, Inc., a Delaware corporation (together with its Subsidiaries, the “Company”), and , (the “Grantee”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in The Chefs’ Warehouse, Inc. 2011 Omnibus Equity Incentive Plan (the “Plan”).
AMENDMENT NO. 6 TO NOTE PURCHASE AND GUARANTEE AGREEMENTNote Purchase and Guarantee Agreement • July 7th, 2015 • Chefs' Warehouse, Inc. • Wholesale-groceries, general line • New York
THIS AMENDMENT NO. 6 TO NOTE PURCHASE AND GUARANTEE AGREEMENT (this “Amendment”) is made as of July 1, 2015 by and among Dairyland USA Corporation, a New York corporation (“Dairyland”), The Chefs’ Warehouse Mid-Atlantic, LLC, a Delaware limited liability company (“CW Mid-Atlantic”), Bel Canto Foods, LLC, a New York limited liability company (“Bel Canto”), The Chefs’ Warehouse West Coast, LLC, a Delaware limited liability company (“CW West Coast”), and The Chefs’ Warehouse of Florida, LLC, a Delaware limited liability company (“CW Florida”, and together with Dairyland, CW Mid-Atlantic, Bel Canto and CW West Coast, the “Issuers”), each of the Guarantors whose names appear on the signature pages hereto (together with the Issuers, collectively, the “Obligors”), and each of the holders of the Notes whose names appear on the signature pages hereto (each a “Noteholder” and collectively, the “Noteholders”).
THE CHEFS’ WAREHOUSE, INC. NON-QUALIFIED STOCK OPTION AGREEMENT (Officers and Employees)Non-Qualified Stock Option Agreement • March 10th, 2017 • Chefs' Warehouse, Inc. • Wholesale-groceries, general line • Delaware
THIS NON-QUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) is made and entered into as of this ____ day of _____________, 20__ (the “Grant Date”), by and between The Chefs’ Warehouse, Inc., a Delaware corporation (together with its Subsidiaries and Affiliates, the “Company”), and __________________ (the “Optionee”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in The Chefs’ Warehouse, Inc. 2011 Omnibus Equity Incentive Plan (the “Plan”).
DAIRYLAND HP LLC TO COMMERCIAL LENDING II LLC LEASEHOLD MORTGAGE AND SECURITY AGREEMENT AND ASSIGNMENT OF LEASES AND RENTS Dated: April 26, 2012 Location: 200-240 Food Center Drive, Bronx, New York The premises are also known as Section 10, Block...Leasehold Mortgage and Security Agreement • April 30th, 2012 • Chefs' Warehouse, Inc. • Wholesale-groceries, general line • New York
THIS LEASEHOLD MORTGAGE AND SECURITY AGREEMENT AND ASSIGNMENT OF LEASES AND RENTS made the 26th day of April, 2012, between DAIRYLAND HP LLC., a Delaware limited liability company, having an office located at c/o Dairyland USA Corporation, 100 East Ridge Road, Ridgefield, CT 06877 (the “Mortgagor”), and COMMERCIAL LENDING II LLC, a Delaware Limited Liability Company, having an office at 106 Corporate Park Drive, White Plains, New York 10604 (together with its subsidiaries and affiliates, successors and/or assigns, the “Mortgagee”).
AMENDMENT NO. 1 Dated as of August 9, 2012 to CREDIT AGREEMENT Dated as of April 25, 2012Credit Agreement • November 13th, 2012 • Chefs' Warehouse, Inc. • Wholesale-groceries, general line • New York
THIS AMENDMENT NO. 1 (this “Amendment”) is made as of August 9, 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 (in such capacity, the “Administrative Agent”) and as Issuing Bank (in such capacity, the “Issuing Bank”), 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
AMENDMENT NO. 3 Dated as of December 3, 2014 to AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • December 9th, 2014 • Chefs' Warehouse, Inc. • Wholesale-groceries, general line • New York
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 o
SUBLEASESublease Agreement • June 8th, 2011 • Chefs' Warehouse Holdings, LLC • Wholesale-groceries, general line
This Agreement of Sublease is made as of April 1, 2003, between A.L. BAZZINI CO., INC., a New York Corporation having its principal office at 200 Food Center Drive, Bronx, New York 10474 (“Sublessor”) and DAIRYLAND USA CORP., having its principal office at 1300 Viele Avenue, Bronx, New York 10474 (“Sublessee”).
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 1st, 2019 • Chefs' Warehouse, Inc. • Wholesale-groceries, general line • New York
This THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of December 13, 2017, by and among DAIRYLAND USA CORPORATION, a New York corporation (“Dairyland”), CHEFS’ WAREHOUSE PARENT, LLC, a Delaware limited liability company (together with Dairyland, the “Borrowers”), THE CHEFS’ WAREHOUSE, INC., a Delaware corporation (“Holdings”), the other Loan Parties party hereto, the Lenders party hereto and Jefferies Finance LLC (“Jefferies”), as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) and as collateral agent for the Secured Parties (in such capacity, the “Collateral Agent” or, as Administrative Agent or Collateral Agent, the “Agent”).
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement • August 31st, 2012 • Chefs' Warehouse, Inc. • Wholesale-groceries, general line • Connecticut
COOPERATION AGREEMENTCooperation Agreement • January 16th, 2018 • Chefs' Warehouse, Inc. • Wholesale-groceries, general line • Delaware
This COOPERATION AGREEMENT (the “Agreement”), dated as of January 15, 2018 is made and entered into by The Chefs’ Warehouse, Inc., a Delaware corporation (the “Company”) and Legion Partners Asset Management, LLC, a Delaware limited liability company (“Legion Partners”) and each of the other persons set forth on Exhibit A hereto (collectively with Legion Partners and together with any other Affiliates of Legion Partners who are or hereafter become beneficial owners of any shares of Common Stock (as defined below), the “Investor Group” and each individually, an “Investor”).
AMENDMENT NO. 1 Dated as of September 1, 2017 to CREDIT AGREEMENTCredit Agreement • November 8th, 2017 • Chefs' Warehouse, Inc. • Wholesale-groceries, general line • New York
THIS AMENDMENT NO. 1 (this “Amendment”) is made as of September 1, 2017 by and among Dairyland USA Corporation, a New York corporation (“Dairyland”), Chefs’ Warehouse Parent, LLC, a Delaware limited liability company (“CW Parent” and, together with Dairyland, 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”), under that certain Credit Agreement dated as of June 22, 2016, 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.
LEASE AGREEMENTLease Agreement • June 8th, 2011 • Chefs' Warehouse Holdings, LLC • Wholesale-groceries, general line • New York
LEASE AGREEMENT (this “Lease”) dated December 29, 2004, between The Chefs’ Warehouse Leasing Co., LLC, a New York limited liability company with an address at 1300 Viele Avenue, Bronx, New York 10474 (“Landlord”) and Dairyland USA Corporation, a New York corporation with an address at 1300 Viele Avenue, Bronx, New York 10474 (“Tenant”).
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 8th, 2017 • Chefs' Warehouse, Inc. • Wholesale-groceries, general line • New York
This SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of September 1, 2017, by and among DAIRYLAND USA CORPORATION, a New York corporation (“Dairyland”), CHEFS’ WAREHOUSE PARENT, LLC, a Delaware limited liability company (together with Dairyland, the “Borrowers”), THE CHEFS’ WAREHOUSE, INC., a Delaware corporation (“Holdings”), the other Loan Parties party hereto, the Lenders party hereto and Jefferies Finance LLC, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) and as collateral agent for the Secured Parties (in such capacity, the “Collateral Agent” or, as Administrative Agent or Collateral Agent, the “Agent”).
LOAN AGREEMENTLoan Agreement • April 30th, 2012 • Chefs' Warehouse, Inc. • Wholesale-groceries, general line
THIS LOAN AGREEMENT, made this 26th day of April, 2012 among (i) DAIRYLAND HP LLC, a Delaware limited liability company having an office located at c/o Dairyland USA Corporation, 100 East Ridge Road, Ridgefield, Connecticut 06877 (hereinafter referred to as the “Borrower”), (ii) THE CHEFS’ WAREHOUSE, INC., a Delaware corporation having an office located at 100 East Ridge Road, Ridgefield, Connecticut 06877, CHEFS’ WAREHOUSE PARENT, LLC, a Delaware limited liability company having an office located 100 East Ridge Road, Ridgefield, Connecticut 06877, DAIRYLAND USA CORPORATION, a New York corporation having an office located at 100 East Ridge Road, Ridgefield, Connecticut 06877, THE CHEFS’ WAREHOUSE MID-ATLANTIC, LLC, a Delaware limited liability company having an office located at 100 East Ridge Road, Ridgefield, Connecticut 06877, BEL CANTO FOODS, LLC, a New York limited liability company having an office located at 100 East Ridge Road, Ridgefield, Connecticut 06877, THE CHEFS’ WAREHOUS
AGREEMENT OF LEASE between THE CITY OF NEW YORK and DAIRYLAND HP LLC A portion of the property known as the Hunts Point Food Distribution Center Bronx, New York Block 2770, part of Lot 001 and Block 2781, Lot 500 Dated as of April 26, 2012Lease Agreement • April 30th, 2012 • Chefs' Warehouse, Inc. • Wholesale-groceries, general line • New York
This AGREEMENT OF LEASE (the “Lease”), is made as of April , 2012 (the “Commencement Date”), between THE CITY OF NEW YORK (the “City”), a municipal corporation of the State of New York, acting by and through its Department of Small Busin ess Services, having an address at 110 William Street, New York, New York 10038, as “Landlord”, and DAIRYLAND HP LLC, a limited liability company organized under the laws of the State of New York having its principal office at 100 East Ridge Road, Ridgefield, CT 06877, as “Tenant.”
Re: Amendment to Separation Agreement and General ReleaseSeparation Agreement and General Release • November 5th, 2013 • Chefs' Warehouse, Inc. • Wholesale-groceries, general line
Reference is made to that Separation Agreement and General Release, entered into between you and The Chefs’ Warehouse, Inc. (“Chefs’ Warehouse”), dated August 30, 2012 (the “Separation Agreement”). Capitalized terms used herein without definition shall have the meanings ascribed to them in the Separation Agreement.
AMENDMENT NO. 5 Dated as of April 6, 2015 to AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • April 9th, 2015 • Chefs' Warehouse, Inc. • Wholesale-groceries, general line • New York
THIS AMENDMENT NO. 5 (this “Amendment”) is made as of April 6, 2015 by and among Dairyland USA Corporation, a New York corporation (“Dairyland”), The Chefs’ Warehouse Mid-Atlantic, LLC, a Delaware limited liability company (“CW Mid-Atlantic”), Bel Canto Foods, LLC, a New York limited liability company (“Bel Canto”), The Chefs’ Warehouse West Coast, LLC, a Delaware limited liability company (“CW West Coast”), and The Chefs’ Warehouse of Florida, LLC, a Delaware limited liability company (“CW Florida” and, together with Dairyland, CW Mid-Atlantic, Bel Canto and CW West Coast, the “Borrowers”), the financial institutions listed on the signature pages hereof and JPMorgan Chase Bank, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) and as Collateral Agent (in such capacity, the “Collateral Agent”), under that certain Amended and Restated Credit Agreement dated as of April 25, 2012, as amended and restated as of April 17, 2013, by and among the Borrowers, the othe
THE CHEFS’ WAREHOUSE, INC. RESTRICTED SHARE UNIT AWARD AGREEMENT (Directors)Restricted Share Unit Award Agreement • July 28th, 2021 • Chefs' Warehouse, Inc. • Wholesale-groceries, general line • Delaware
THIS RESTRICTED SHARE UNIT AWARD AGREEMENT (this “Agreement”) is made and entered into as of the [ ] day of [ ] 20[ ] (the “Grant Date”), between The Chefs’ Warehouse, Inc., a Delaware corporation (together with its Subsidiaries, the “Company”), and [ ] (the “Grantee”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in The Chefs’ Warehouse, Inc. 2019 Omnibus Equity Incentive Plan (the “Plan”).
