AMENDMENT NO. 4 TO NOTE PURCHASE AND GUARANTEE AGREEMENTNote Purchase and Guarantee Agreement • January 15th, 2015 • Chefs' Warehouse, Inc. • Wholesale-groceries, general line • New York
THIS AMENDMENT NO. 4 TO NOTE PURCHASE AND GUARANTEE AGREEMENT (this “Amendment”) is made as of January 9, 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”). Capitalized terms used herein and not otherwise defined herein shall have the respec
MERGER AGREEMENT among THE CHEFS’ WAREHOUSE, INC., DEL MONTE MERGER SUB, LLC, DEL MONTE CAPITOL MEAT CO., INC., THE SHAREHOLDERS SET FORTH HEREIN and THE SELLERS’ REPRESENTATIVE January 11, 2015Merger Agreement • January 15th, 2015 • Chefs' Warehouse, Inc. • Wholesale-groceries, general line • New York
This MERGER AGREEMENT (this “Agreement”), dated as of January 11, 2015, is by and among The Chefs’ Warehouse, Inc., a Delaware corporation (“Parent”), Del Monte Merger Sub, LLC, a Delaware limited liability company (“Merger Sub”), Del Monte Capitol Meat Co., Inc., a California corporation (“Del Monte”), David DeBenedetti (“D. DeBenedetti”), Victoria DeBenedetti (“V. DeBenedetti”), DeBenedetti/Del Monte Trust (“Trust” and together with D. DeBenedetti and V. DeBenedetti, the “Shareholders”), and John DeBenedetti (“J. DeBenedetti”) as the Sellers’ Representative (in such capacity, the “Sellers’ Representative”). Del Monte and the Shareholders are referred to collectively herein as the “Sellers” and each individually as a “Seller.” Parent, Merger Sub, Del Monte, the Shareholders and the Sellers’ Representative 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 th
AMENDMENT NO. 4 Dated as of January 9, 2015 to AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • January 15th, 2015 • Chefs' Warehouse, Inc. • Wholesale-groceries, general line • New York
THIS AMENDMENT NO. 4 (this “Amendment”) is made as of January 9, 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 ot
ASSET PURCHASE AGREEMENT among THE CHEFS’ WAREHOUSE, INC., DEL MONTE CAPITOL MEAT COMPANY, LLC, T.J. FOODSERVICE CO., INC., TJ SEAFOOD, LLC, THE SHAREHOLDERS SET FORTH HEREIN and THE SELLERS’ REPRESENTATIVE January 11, 2015Asset Purchase Agreement • January 15th, 2015 • Chefs' Warehouse, Inc. • Wholesale-groceries, general line • New York
This ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of January 11, 2015, is by and among The Chefs’ Warehouse, Inc., a Delaware corporation (“Parent”), Del Monte Capitol Meat Company, LLC, a Delaware limited liability company (the “Buyer”), T.J. Foodservice Co., Inc., a California corporation (“Service”), TJ Seafood, LLC, a California limited liability company (“Seafood”), John DeBenedetti (“J. DeBenedetti”), Victoria DeBenedetti (“V. DeBenedetti”), Theresa Lincoln (“Lincoln”), and John DeBenedetti, as the Sellers’ Representative (in such capacity, the “Sellers’ Representative”). Service and Seafood are referred to collectively herein as the “Company Sellers” and each individually as a “Company Seller.” J. DeBenedetti, Lincoln and V. DeBenedetti are referred to collectively herein as the “Shareholders” and each individually as a “Shareholder”. The Company Sellers and the Shareholders are referred to collectively herein as the “Sellers” and each individually as a “Seller.” Buyer,
