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Limited Liability Company Agreement

LIMITED LIABILITY COMPANY AGREEMENT

BA INTERNATIONAL, L.L.C.

The undersigned is executing this Limited Liability Company Agreement (the Agreement) as of June 21, 2005 for the purpose of forming a limited liability company (the Company) pursuant to the provisions of the Delaware Limited Liability Company Act, 6 De. C., Section 18-101 et. seq. (the Delaware Act), and does hereby agree as follows:

1. Name; Formation. The name of the Company shall be BA International, L.L.C., or such other name as the Board of Managers may from time to time hereafter designate. The Company has been formed upon the execution and filing by any Member, Manager or officer of the Company (each such person or entity being hereby authorized to take such action) of Articles of Organization of the Company with the Secretary of State of the State of Delaware setting forth the information required by the Delaware Act.

2. Definitions. In addition to the terms otherwise defined herein, the following terms have the meanings set forth below:

Board of Managers means the board of managers designated pursuant to Section 7(d) hereof.

Event of Withdrawal means the death, retirement, resignation, expulsion, bankruptcy or dissolution of a Member or the occurrence of any other event that terminates the continued membership of a Member in the Company or any other event causing dissolution of the Company under Section 18-801 of the Delaware Act.

Initial Member means Sara Lee French Investment Company, L.L.C., a Delaware limited liability company.

Manager means an individual appointed to the Board of Managers pursuant to Section 7 hereof.

Members means the Initial Member and all other persons or entities admitted as additional or substituted members pursuant to this Agreement, so long as they remain Members. Reference to a Member means any one of the Members.

Majority in Interest means Members holding in the aggregate greater than fifty percent of the outstanding Units.

Unit means, as to each Member, the limited liability company interest held by such Member corresponding to such Members capital contribution, and in the case of each Initial Member, the limited liability company interest set forth in Section 9 hereof.

3. Purpose. The purpose of the Company shall be to engage in any lawful business that may be engaged in by a limited liability company organized under the Delaware Act, as such business activities may be determined by the Board of Managers from time to time.

4. Offices.

(a) The principal office of the Company, and such additional offices as the Board of Managers may determine to establish, shall be located at such place or places inside or outside the State of Delaware as the Board of Managers may designate from time to time.

(b) The registered office of the Company in the State of Delaware is located at 2711 Centerville Road, Suite 400, Wilmington, DE 19808. The registered agent of the Company for service of process is Corporation Service Company.

5. Members. The name and business or residence address of each Member of the Company are as set forth on Schedule 1 attached hereto, as the same may be amended from time to time.

6. Term. The Company shall continue until dissolved and terminated in accordance with Section 15 of this Agreement.

7. Management of the Company.

(a) The Board of Managers shall have the sole right to manage the business of the Company and shall have all powers and rights necessary, appropriate or advisable to effectuate and carry out the purposes and business of the Company, and, except with respect to the execution and filing of the Companys Certificate of Formation, no Member shall have any authority to act for or bind the Company but shall have only the right to vote on or approve the actions herein specified to be voted on or approved by the Members.

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