THE CHEFS’ WAREHOUSE, INC. RESTRICTED SHARE AWARD AGREEMENT (Officers and Employees)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”).
PERFORMANCE RESTRICTED SHARE AWARD AGREEMENT (Officers and Employees)Restricted Share Award Agreement • March 10th, 2017 • 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”).
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. 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”).
AMENDMENT NO. 8 Dated as of December 18, 2015 to AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • March 10th, 2017 • Chefs' Warehouse, Inc. • Wholesale-groceries, general line • New York
THIS AMENDMENT NO. 8 (this “Amendment”) is made as of December 18, 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
AMENDMENT NO. 9 Dated as of February 26, 2016 to AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • March 10th, 2017 • Chefs' Warehouse, Inc. • Wholesale-groceries, general line • New York
THIS AMENDMENT NO. 9 (this “Amendment”) is made as of February 26, 2016 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
WAIVER AND AMENDMENT NO. 7 TO NOTE PURCHASE AND GUARANTEE AGREEMENTNote Purchase and Guarantee Agreement • March 10th, 2017 • Chefs' Warehouse, Inc. • Wholesale-groceries, general line • New York
THIS WAIVER AND AMENDMENT NO. 7 TO NOTE PURCHASE AND GUARANTEE AGREEMENT (this “Amendment”) is made as of December 18, 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”).
AMENDMENT NO. 8 TO NOTE PURCHASE AND GUARANTEE AGREEMENTNote Purchase and Guarantee Agreement • March 10th, 2017 • Chefs' Warehouse, Inc. • Wholesale-groceries, general line • New York
THIS AMENDMENT NO. 8 TO NOTE PURCHASE AND GUARANTEE AGREEMENT (this "Amendment") is made as of February 26, 2016 by and among Dairyland USA Corporation, a New York corporation ("Dai1yland"), 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").
