Preview | Operating Agreement |

OPERATING AGREEMENT
OF
HBI BRANDED APPAREL ENTERPRISES, LLC

The undersigned are executing this Operating Agreement (the Agreement) as of June 13, 2006, for the purpose of forming a limited liability company (the Company) pursuant to the provisions of the Delaware Limited Liability Company Act, 6 Del. C., Section 18-101 et seq. (the Delaware Act), and do hereby agree as follows:

1. Name; Formation. The name of the Company shall be HBI Branded Apparel Enterprises, LLC, 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 Certificate of Formation of the Company with the Secretary of State of the State of Delaware setting forth the information required by Section 18-201 of 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 Members means Sara Lee Corporation, a Maryland corporation and Sara Lee Global Finance, 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 Members 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.

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