Exhibit 3.2
 EXECUTION COPY
 
 
 CHEFS WAREHOUSE HOLDINGS, LLC
 
 SECOND AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
 Dated as of May 19, 2011




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TABLE OF CONTENTS
 Article I DEFINITIONS
    
    
    11.1 Certain Defined Terms
    
    
    11.2 Interpretative Matters
    
    
    8Article II ORGANIZATIONAL MATTERS
    
    
    92.1 Formation of the Company
    
    
    92.2 Limited Liability Company Agreement
    
    
    92.3 Name
    
    
    92.4 Purpose
    
    
    92.5 Principal Office; Registered Office
    
    
    92.6 Term
    
    
    92.7 No State-Law Partnership
    
    
    9Article III ADMISSION OF MEMBERS; CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS
    
    
    103.1 Capitalization
    
    
    103.2 Admission of Members; Additional Members
    
    
    113.3 Capital Accounts
    
    
    123.4 Negative Capital Accounts
    
    
    133.5 No Withdrawal
    
    
    133.6 Loans From Members
    
    
    13Article IV DISTRIBUTIONS AND ALLOCATIONS
    
    
    134.1 Distributions
    
    
    134.2 Allocations
    
    
    144.3 Special Allocations
    
    
    144.4 Offsetting Allocations
    
    
    154.5 Tax Allocations
    
    
    154.6 Indemnification and Reimbursement for Payments on Behalf of a Member
    
    
    16Article V RIGHTS AND DUTIES OF MEMBERS
    
    
    165.1 Power and Authority of Members
    
    
    165.2 Voting Rights; Voting Agreement
    
    
    165.3 Liability of Members
    
    
    175.4 Investment Opportunities and Conflicts of Interest
    
    
    175.5 Books and Records
    
    
    175.6 Meetings of Members
    
    
    18Article VI MANAGEMENT OF THE COMPANY
    
    
    196.1 Board of Directors
    
    
    196.2 Committees of the Board of Directors
    
    
    216.3 Officers
    
    
    216.4 Further Delegation of Authority
    
    
    236.5 Fiduciary Duties
    
    
    236.6 Performance of Duties; Liability of Directors and Officers
    
    
    236.7 Interested Party Transactions
    
    
    236.8 Indemnification
    
    
    24




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Article VII TAX MATTERS
    
    
    267.1 Preparation of Tax Returns
    
    
    267.2 Tax Elections
    
    
    267.3 Tax Controversies
    
    
    267.4 Tax Allocations
    
    
    277.5 Code Section 83 Safe Harbor Election
    
    
    27Article VIII TRANSFER OF UNITS; SUBSTITUTE MEMBERS
    
    
    288.1 Restrictions on Transfers
    
    
    288.2 Void Transfers
    
    
    288.3 Substituted Member
    
    
    288.4 Effect of Assignment
    
    
    288.5 Additional Transfer Restrictions
    
    
    298.6 Legend
    
    
    298.7 Transfer Fees and Expenses
    
    
    298.8 Effective Date
    
    
    298.9 Effect of Incapacity
    
    
    29Article IX DISSOLUTION AND LIQUIDATION
    
    
    309.1 Dissolution
    
    
    309.2 Liquidation and Termination
    
    
    309.3 Class C Unit Giveback Obligation
    
    
    319.4 Cancellation of Certificate
    
    
    319.5 Reasonable Time for Winding Up
    
    
    319.6 Return of Capital
    
    
    319.7 Hart-Scott-Rodino
    
    
    31Article X CERTAIN AGREEMENTS
    
    
    3110.1 Intentionally Omitted.
    
    
    3110.2 Qualified Public Offering
    
    
    3110.3 Company Sale
    
    
    3210.4 Purchase Option
    
    
    3310.5 Intentionally Omitted
    
    
    3410.6 Intentionally Omitted
    
    
    34Article XI GENERAL PROVISIONS
    
    
    3511.1 Power of Attorney
    
    
    3511.2 Amendments
    
    
    3511.3 No Right of Partition
    
    
    3511.4 Remedies
    
    
    3511.5 Successors and Assigns
    
    
    3511.6 Severability
    
    
    3511.7 Counterparts
    
    
    3611.8 Applicable Law
    
    
    3611.9 Addresses and Notices
    
    
    3611.10 Creditors
    
    
    3611.11 Waiver
    
    
    3611.12 Further Action
    
    
    3611.13 Entire Agreement
    
    
    3611.14 Delivery by Facsimile
    
    
    3711.15 Survival
    
    
    37




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11.16 Public Disclosures
    
    
    3711.17 Reports
    
    
    3711.18 Confidentiality
    
    
    37
 EXHIBITS




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CHEFS WAREHOUSE HOLDINGS, LLC
 SECOND AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
 Company Effective Date
 RECITALS:
  Original Agreement
    ARTICLE I
DEFINITIONS
 Certain Defined Terms
 Additional Member Section 3.2
 Adjusted Capital Account Deficit
 Affiliate




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Agreement
 Approved Company Sale Section 10.3(a)
 Assumed Tax Rate
 Available Profits Company Profits Section
9.3
 Base Rate The Wall Street Journal
 Board of Directors Section 6.1(a)
 Book Value
 Business
 C Corporation Effective Date Section 3.3(d)
 Capital Account Section 3.3(a)
 Capital Contributions
 2




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Section 3.1
 Cause
 CEO Section 6.3(b)(i)
 Class A Unit
 Class B Unit
 Class C Unit
 Code
 Company
 Company Sale
 Compensation Committee
 Competitive Activity
 3




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Cumulative Tax Shortfall excess over Section 4.1(a) Section 4.1(b) Class B Positive Remedial
Adjustments
 Dairyland
 Delaware Act et seq.
 Director Section 6.1(a)
 Distribution provided that
 Effective Date
 Employment Agreement
 Equity Securities
 Event of Withdrawal
 Existing Member
 4




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Fair Market Value
 Family Group
 Fiscal Quarter
 Fiscal Year
 GAAP
 Governmental Entity
 Independent Third Party 5% Owner
 Liquidation Value Section 4.1(b)
 Losses Section
3.3
 Majority Class B Holders
 Management Member
 Management Units
 5




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Member
 Members Unit Register Section 5.5
 Minimum Gain
 Net Capital Contribution Section 4.1
 Net Losses Section 3.3 over Section 3.3
 Net Profits Section 3.3 over Section
3.3
 Notice Section 7.5(a)
 Officers Section 6.3
 Original Agreement
 Person
 Profits Section
3.3
 Purchase Notice Section 10.4(c)
 Purchase Option Section 10.4(a)
 Qualified Public Offering provided
 Regulatory Allocations Section 4.3(e)
 6




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Secretary Section 6.3(b)(vii)
 Securities Act
 Stockholders
 Subsidiary
 Substituted Member Section 8.3(a)
 Tax Distribution Section 4.1(a)
 Tax Matters Partner
 Taxable Year Section 7.2
 TCW
 Termination Date Section 10.4(b)(i)
 Termination for Cause
 7




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Transfer Transferee Transferor Transferred Transfer
 Treasury Regulations
 Unit Section 3.1(a)
 West Coast
 Interpretative Matters
            8




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ARTICLE II
ORGANIZATIONAL MATTERS
 Formation of the Company
 Limited Liability Company Agreement Section 2.6
 Name
 Purpose
 Principal Office; Registered Office
 Term Article IX
 No State-Law Partnership Section 2.7
 9




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ARTICLE III
ADMISSION OF MEMBERS; CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS
 Capitalization
 Units; Initial Capitalization Unit Section 3.1(b) Article
IV Article IX provided
 Issuance of Additional Units
 Class C Units
 Section 3.1(c)
 Sections 3.2(c) ; provided Exhibit A
  10




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provided first provided second provided third provided fourth
  Section 3.1(c)
 Admission of Members; Additional Members
 Schedule of Members Schedule of Members Schedule of
Members
 Current Members Schedule of Members Schedule of
Members Schedule of Members
 Additional Members
 11




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Schedule of Members
 Capital Accounts
 Capital Account
  Article IV provided
       12




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C Corporation Effective Date
 Negative Capital Accounts Section 9.3
 No Withdrawal
 Loans From Members
 ARTICLE IV
DISTRIBUTIONS AND ALLOCATIONS
 Distributions
 Tax Distributions Tax Distributions Section 4.1(a) Section 4.1(b) Section 4.1(a) Section 4.1(b)(i) Section 4.1(b)
 Other Distributions Article IV provided
 13




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Distributions In-Kind Section 4.1 Sections 4.2 4.4
 Allocations
 Section 4.3 Section 4.1 Article IX Section 4.2,
  Special Allocations Section 4.3 Section 4.2(a) Section 4.3
  Section 4.3(a)
 14




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Section 4.3(b)
 Sections 4.3(a) 4.3(b) Article IV Section
4.3(c)
 Section 3.3(c)(v)
 Sections 4.3(a) (d) Regulatory
Allocations Article IV
 Offsetting Allocations
 Tax Allocations Section 4.5
   15




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Section 4.5
 Indemnification and Reimbursement for Payments on Behalf of a Member Section 4.6 Section
4.6 Section 4.6 Section 4.6
 ARTICLE V
RIGHTS AND DUTIES OF MEMBERS
 Power and Authority of Members Section 6.4
 Voting Rights; Voting Agreement
 Voting Rights Section 5.2 Section 6.1(c)
 16




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Liability of Members Article
IV Article IX
 Investment Opportunities and Conflicts of Interest
 Books and Records Members Unit Register
 17




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Meetings of Members
 Annual Meetings
 Special Meetings
 Notice
 Quorum provided
 Vote Required
 Proxies
 Action by Written Consent
 18




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Record Dates
 Telephonic Participation Section 5.6(i)
 ARTICLE VI
MANAGEMENT OF THE COMPANY
 Board of Directors
 Establishment Board of Directors Directors
 Powers Section 2.4
 Composition of the Board of Directors
   19




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Meetings of the Board of Directors
  Section
6.1(d)
   20




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Compensation of Directors provided however
 Subsidiary Boards Sections
6.1(a) (e)
 Committees of the Board of Directors
 Officers
 Officers
  Vice Chairman
 21




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Chief Executive Officer CEO
 Chief Operating Officer COO
 Executive Vice Presidents Executive Vice President
 Vice Presidents Vice
President
 Chief Financial Officer and Treasurer CFO
 Secretary Secretary
 22




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Name
    
    OfficeChristopher Pappas
    
    Chief Executive OfficerJohn Pappas
    
    Vice ChairmanKenneth Clark
    
    Chief Financial Officer, Treasurer and SecretaryJames Wagner
    
    Chief Operating Officer
 Further Delegation of Authority provided Section 6.4
 Fiduciary Duties
 Performance of Duties; Liability of Directors and Officers
 Interested Party Transactions
 Contracts Permitted
 23




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Section 6.7(a)
      Quorum
 Indemnification
 Third Party Actions, Suits and Proceedings proceeding
 Actions by the Company
 24




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Rights Non-exclusive Section 6.8
 Insurance Section 6.8
 Expenses Section 6.8(a) 6.8(b)
 Employees and Agents Section 6.8
 Contract Rights Section 6.8 Section 6.8 Section 6.8 Section 6.8 Section 6.8(c)
 25




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Merger or Consolidation; Other Enterprises Section
6.8 Section 6.8 Section 6.8 Section
6.8
 No Member Recourse Section 6.8
 ARTICLE VII
TAX MATTERS
 Preparation of Tax Returns
 Tax Elections
 Tax Controversies
 26




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Tax Allocations
 Code Section 83 Safe Harbor Election
 Safe Harbor Election Notice
 Failure to Comply Section 7.5(a) Section 7.5(b) Section 7.5(a) Section 7.5(b) Section 7.5 Section 7.5(b) Section 7.5(a)
 Certain Amendments Section 7.5(a) Section 7.5(b)
 27




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ARTICLE VIII
TRANSFER OF UNITS; SUBSTITUTE MEMBERS
 Restrictions on Transfers
 General Article X
   Void Transfers
 Substituted Member
 Article VIII
 Article
VIII
 Schedule of Members
 Effect of Assignment Article
VIII
 28




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Article IV Article IX
 Additional Transfer Restrictions Article VIII
 Legend
 ACT STATE ACTS COMPANY
 Transfer Fees and Expenses
 Effective Date Article VIII
 Effect of Incapacity Section 8.3
 29




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ARTICLE IX
DISSOLUTION AND LIQUIDATION
 Dissolution
   Section 9.1
 Liquidation and Termination
   Section 9.2(a)(i) Section 4.1(b)
 Section 4.2
 Section 9.2
 30




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Class C Unit Giveback Obligation Section 9.2 Section 9.3 Section 4.1(b) Section 9.3 Section 9.3 Section 9.3 Section 9.3
 Cancellation of Certificate Section 9.4
 Reasonable Time for Winding Up Section 9.2
 Return of Capital
 Hart-Scott-Rodino HSR
Act
 ARTICLE X
CERTAIN AGREEMENTS
 Intentionally Omitted
 Qualified Public Offering
 31




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Recapitalization Section
4.1(b)
 Company Sale
 Approved Company Sale Section 10.3(b) Triggering Member
 Section 4.1(b) Pro Rata Share provided
 32




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Section 10.3 provided
 Section 10.3
 Purchase Option
 Section 8.1(a) Transferee Section 10.4 Purchase Option provided Section 10.4
 Section 10.4(e)
 Termination Date
  Purchase Notice provided
 33




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provided
 Section 10.4 provided Section 10.4
 Section 10.4 Section 10.4 provided Section 10.4
   34




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ARTICLE XI
GENERAL PROVISIONS
 Power of Attorney Article III Article VIII
 Amendments provided
 No Right of Partition
 Remedies
 Successors and Assigns
 Severability
 35




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Counterparts
 Applicable Law
 Addresses and Notices Schedule of Members
 Creditors
 Waiver
 Further Action
 Entire Agreement
 36




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Delivery by Facsimile
 Survival Sections 4.6 6.8
 Public Disclosures
 Reports
   Confidentiality provided however Section 11.18
 37




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Section 11.18
 [END OF PAGE]
[SIGNATURE PAGE FOLLOWS]
 38




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CHEFS WAREHOUSE HOLDINGS, LLCBy:
    /s/ Christopher PappasName:
    Christopher PappasTitle:
    Chief Executive OfficerMEMBERSClass B Unitholders/s/ Christopher PappasChristopher Pappas/s/ John PappasJohn Pappas/s/ Dean FacatselisDean Facatselis/s/ Kay FacatselisKay FacatselisClass C Unitholders/s/ Robert CampionRobert Campion/s/ Kenneth ClarkKenneth Clark/s/ Edward FeronEdward Feron/s/ Stephen KassStephen Kass




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/s/ Patricia LecourasPatricia Lecouras/s/ Frank ODowdFrank ODowd/s/ Dimitri PapadopoulosDimitri Papadopoulos/s/ Constantine PapatarosConstantine Papataros/s/ Jonathan StecklerJonathan Steckler/s/ Jeff TantilloJeff Tantillo/s/ James WagnerJames Wagner




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EXHIBIT A
 Form of Non-competition and Non-solicitation Agreement
 see attached




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EMPLOYEE CONFIDENTIALITY, NON-SOLICIT   NON-INTERFERENCE AND NON-COMPETE AGREEMENT
 AGREEMENT
 WITNESSETH
 WHEREAS
 WHEREAS
 NOW, THEREFORE
 Introduction
 Confidentiality
 1




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only
 Non-Solicitation Covenants
    2




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Condition for Employment
 At Will Employment
 3




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Employability of Employee
 Disclosure of Agreement
 Enforceability; Injunction
 Miscellaneous
    4




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IN WITNESS WHEREOF
 Employee Signature
    
    
    
    DatePrinted or Typed Employee Name
 5




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The Chefs Warehouse Holdings, LLC/Dairyland USA Corporation
 By:Title:
 6