ASSET PURCHASE AGREEMENT among THE CHEFS’ WAREHOUSE MIDWEST, LLC QG HOLDING, INC., QUEENSGATE FOOD GROUP, LLC, MULLAGHAN PROPERTIES, LLC, SP BEVERAGE CO., LLC THE BONDHOLDERS (named herein), J. MARK MULLEN (as the Bondholders’ Representative), and...Asset Purchase Agreement • January 2nd, 2013 • Chefs' Warehouse, Inc. • Wholesale-groceries, general line • New York
This ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of December 31, 2012, is by and among The Chefs’ Warehouse Midwest, LLC, a Delaware limited liability company (“Buyer”), QG Holding, Inc., an Ohio corporation (“Parent”), Queensgate Food Group, LLC, an Ohio limited liability company (“Queensgate”), Mullaghan Properties, LLC, an Ohio limited liability company (“Mullaghan”), SP Beverage Co., LLC, an Ohio limited liability company (“Beverage” and, together with Parent, Queensgate and Mullaghan, the “Seller Parties”), the bondholders listed on the signature pages hereto (each a “Bondholder” and collectively, the “Bondholders”), J. Mark Mullen, as the sole representative of the Bondholders (the “Bondholders’ Representative”), and Colin M. Henderson, not in his individual capacity but solely in his capacity as Trustee (the “ESOP Trustee”), of the Queensgate Food Group Employee Stock Ownership Trust (the “Trust”) established in conjunction with and pursuant to the Queensgate Food Grou
