FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF GENERAL MILLS CEREALS, LLC, a Delaware Limited Liability CompanyLimited Liability Company Agreement • July 11th, 2008 • General Mills Inc • Grain mill products • Delaware
This FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) is entered into as of the 25th day of May 2008, by and among GM CEREALS OPERATIONS, INC., a Delaware corporation (“GMCO”), as the Managing Member, RBDB, INC., a Delaware corporation (“RBDB”), as the Class A Limited Member, GENERAL MILLS SALES, INC., a Delaware corporation (“GM Sales”), as a Class B Limited Member, and GM CEREALS HOLDINGS, INC., a Delaware corporation (“Cereals Holdings”), as a Class B Limited Member, pursuant to the provisions of the Act, on the following terms and conditions (capitalized terms used herein without definition shall have the meanings specified in Section 1.10):
