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 • April 30th, 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”);
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”).
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.”
STOCK PURCHASE AGREEMENT among THE CHEFS’ WAREHOUSE WEST COAST, LLC and ADELHEID PUTZE RUDOLF PUTZE April 27, 2012Stock Purchase Agreement • April 30th, 2012 • Chefs' Warehouse, Inc. • Wholesale-groceries, general line • New York
This STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of April 27, 2012, is by and among The Chefs’ Warehouse West Coast, LLC, a Delaware limited liability company (“Buyer”), and Adelheid Putze and Rudolf Putze (each a “Shareholder” and collectively, the “Shareholders”). Buyer and the Shareholders are referred to collectively herein as the “Parties” and each individually as a “Party”. Capitalized terms used herein and not otherwise defined in the text of this Agreement have the meanings given to such terms in Article VI.
MORTGAGE NOTE (New Market Tax Credit Loan)Mortgage Note • April 30th, 2012 • Chefs' Warehouse, Inc. • Wholesale-groceries, general line
FOR VALUE RECEIVED, 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 (the “Maker”), promises to pay to COMMERCIAL LENDING II LLC, a Delaware limited liability company having an office at 106 Corporate Park Drive, White Plains, New York 10604 (the “Payee”), or order, at said office, or at such place as may be designated from time to time in writing by the Payee, the principal sum of Eleven Million and no/100 Dollars ($11,000,000.00) in lawful money of the United States of America, with interest thereon from and including the date of this Note to, but not including, the date this Note is paid in full calculated in the manner hereinafter set forth, as follows:
JOINT AND SEVERAL GUARANTY OF PAYMENTGuaranty of Payment • April 30th, 2012 • Chefs' Warehouse, Inc. • Wholesale-groceries, general line
WHEREAS, DAIRYLAND HP LLC, a Delaware limited liability company having an office at c/o Dairyland USA Corporation, 100 East Ridge Road, Ridgefield, Connecticut 06877 (the “Borrower”), has applied to COMMERCIAL LENDING II LLC, a Delaware limited liability company having an office at 106 Corporate Park Drive, White Plains, New York 10604 (its successors, assigns, affiliates, including subsidiaries hereinafter referred to as “Lender”), for a loan in the principal sum of $11,000,000.00 (the “Loan”), which Loan will be evidenced by the Note, secured by the Mortgage and advanced pursuant to the Building Loan Agreement and a Loan Agreement, all as described and defined in Exhibit A attached hereto;
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • April 30th, 2012 • Chefs' Warehouse, Inc. • Wholesale-groceries, general line • New York
THIS PLEDGE AND SECURITY AGREEMENT (as it may be amended or modified from time to time, this “Security Agreement”) is entered into as of April 25, 2012 by and among 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, THE CHEFS’ WAREHOUSE OF FLORIDA, LLC, a Delaware limited liability company, THE CHEFS’ WAREHOUSE, INC., a Delaware corporation (“Holdings”), CHEFS’ WAREHOUSE PARENT, LLC, a Delaware limited liability company, and the other Subsidiaries of Holdings that become party hereto after the date hereof (each a “Grantor”, and collectively, the “Grantors”), and JPMorgan Chase Bank, N.A., in its capacity as administrative agent (the “Administrative Agent”) for the Lenders party to the Credit Agreement referred to below and each other Secured Party.
