EX-10.5



 





Exhibit 10-5




AMENDMENT TO REVOLVING CREDIT AGREEMENT




As of August 17, 2007




          Reference is made to the Revolving Credit Agreement dated as of July 27, 2005 (as amended as
of July 30, 2006 and as further amended as of December 7, 2006 and as may be further amended,
supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”) among
Procter & Gamble International S.A.R.L., a société à responsabilité limitée organized under the
laws of the Grand Duchy of Luxembourg (the “Initial Borrower”), the Additional Borrowers
party thereto, the Lenders party thereto, Citibank, N.A., as administrative agent for such Lenders
(the “Agent”), Citigroup Global Markets Inc., as sole lead arranger and sole book runner,
JPMorgan Chase Bank, N.A., as syndication agent, and ABN Amro Bank N.V. and Deutsche Bank
Securities Inc., as co-documentation agents. Capitalized terms not otherwise defined in this
Amendment shall have the same meanings as specified therefor in the Credit Agreement.




PRELIMINARY STATEMENTS




          The Lenders have agreed to make and have made loans and other extensions of credit to the
Borrowers under the Credit Agreement. The Initial Borrower has requested and, upon this Amendment
becoming effective, the Lenders will have agreed, that certain provisions of the Credit Agreement
be amended and otherwise modified in the manner provided for herein.




          NOW THEREFORE, in consideration of the premises and mutual covenants contained herein, and for
other valuable consideration the receipt of which is hereby acknowledged, the parties hereto hereby
agree as follows:




          SECTION 1. Amendment To The Credit Agreement. As of the Amendment Effective Date
(as hereinafter defined), the Credit Agreement shall be amended and restated in its entirety in the
form of Exhibit A hereto, in part, and Exhibit B hereto, in part.




          SECTION 2. Conditions Precedent. This Amendment shall become effective as of the
date first above written (the “Amendment Effective Date”) when (i) the Borrowers, Lenders
and the Agent shall have executed this Amendment with respect to Exhibit A, (ii) the Borrowers, the
Required Lenders and the Agent have executed this Amendment with respect to Exhibit B, and (iii)
Agent shall have received a certificate from P&G certifying that the resolutions of P&G, the
Initial Borrower and each Additional Borrower authorizing the execution, delivery and performance
of the Credit Agreement, copies of which have been previously delivered to Agent, remain in full
force and effect without any modification or amendment.




          SECTION 3. Assignment and Acceptance; Exiting Lenders. Each of the Lenders agrees
that such Lender has effected all required purchases and sales of its Commitments and outstanding
Advances owing to it under the Credit Agreement such that, as of the Amendment Effective Date, (i)
such Lender’s Commitments and outstanding Advances owing to it under the agreement set forth on
Exhibit A hereto shall be as set forth on Schedule II to such agreement and (ii) such Lender’s
Commitments and outstanding Advances owing to it under the agreement set forth on Exhibit B hereto
shall be as set forth on Schedule II to such agreement. Each Borrower hereby ratifies and confirms
that the Commitments and outstanding Advances owing to each of the Lenders under each such
agreement as of the Amendment Effective Date are as set forth on Schedule II to each respective
agreement. Notwithstanding any other provision of this Amendment or in Exhibit A or Exhibit B,
each Lender that is a party to the Credit Agreement listed on the signature pages hereof as an
“Exiting Lender” (each, an “Exiting Lender”) shall cease to be a party to the Credit Agreement on
the Amendment Effective Date and shall be paid on the




 









 







Amendment Effective Date (A) the aggregate principal amount of, and any interest accrued and
unpaid to the Amendment Effective Date on the outstanding Advances, if any, of such Exiting Lender
plus (B) any accrued but unpaid facility fees owing to such Exiting Lender as of the Amendment
Effective Date; plus (C) all additional costs, reimbursements, expense reimbursements and
indemnities payable to such Exiting Lender, and all other accrued and unpaid amounts owing to such
Exiting Lender, under the Credit Agreement, as of the Amendment Effective Date.




          SECTION 4. Reference To And Effect On The Loan Documents. On and after the Amendment
Effective Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”
or words of like import referring to the Credit Agreement, and each reference in the other Loan
Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to
the Credit Agreement, shall mean and be a reference to the Credit Agreement, as amended and
otherwise modified hereby. Except as amended or waived herein, all of the provisions of the Credit
Agreement and the other Loan Documents are and shall remain in full force and effect in accordance
with the terms thereof and are hereby in all respects ratified and confirmed.




          SECTION 5. Execution in Counterparts. This Amendment may be executed by one or more
of the parties hereto in any number of separate counterparts and all of said counterparts taken
together shall be deemed to constitute one and the same instrument. Delivery of an executed
signature page of this Amendment by facsimile transmission shall be effective as delivery of a
manually executed counterpart hereof. A set of the copies of this Amendment signed by all the
parties shall be lodged with the Initial Borrower and the Administrative Agent.




          SECTION 6. Confirmation of Guaranty. By execution below, P&G hereby consents to this
Amendment and hereby confirms and agrees that (a) notwithstanding the effectiveness of this
Amendment, the P&G Guaranty is, and shall continue to be, in full force and effect and is hereby
ratified and confirmed in all respects, except that, on and after the effectiveness of this
Amendment, each reference in the Guaranty to the “Credit Agreement”, “thereunder”, “thereof” or
words of like import shall mean and be a reference to the Credit Agreement, as amended hereby.




          SECTION 7. GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HERETO SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF
THE STATE OF NEW YORK.




[signature pages follow]




2









 








          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and
delivered by their respective duly authorized officers as of the day and year first above written.




	 	 	 	 	 
	 	PROCTER & GAMBLE INTERNATIONAL S.A.R.L., as the
Initial Borrower

 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	PROCTER & GAMBLE HOLDING (HK) LIMITED, as a Borrower

 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	PROCTER & GAMBLE INTERNATIONAL OPERATIONS S.A., as a Borrower

 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	THE PROCTER & GAMBLE COMPANY, as a Guarantor

 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	CITIBANK, N.A., as Agent and Lender

 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	ABN AMRO BANK N.V., as Lender

 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	DEUTSCHE BANK AG, NEW YORK BRANCH, as Lender

 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	HSBC BANK USA, NATIONAL ASSOCIATION, as Lender

 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A., as Lender

 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	MERRILL LYNCH CAPITAL CORP., as Lender

 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	MERRILL LYNCH BANK USA, as Lender

 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	MORGAN STANLEY BANK, as Lender

 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	MORGAN STANLEY SENIOR FUNDING, INC., as Lender

 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	GOLDMAN SACHS CREDIT PARTNERS L.P., as Lender

 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	THE HONG KONG SHANGHAI BANKING CORPORATION LIMITED,
as an Exiting Lender

 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




 












 





 

 






U.S. $6,000,000,000




FIVE YEAR REVOLVING CREDIT AGREEMENT




Dated as of June 27, 2005,




as amended as of July 30, 2006, as further amended as of December 7, 2006 and as further amended as

of August 17, 2007




among




THE PROCTER & GAMBLE COMPANY,

PROCTER & GAMBLE INTERNATIONAL S.A.R.L.,

PROCTER & GAMBLE HOLDING (HK) LIMITED,

PROCTER & GAMBLE INTERNATIONAL OPERATIONS S.A., and

THE ADDITIONAL BORROWERS (AS DEFINED HEREIN)

as Borrowers




and




THE LENDERS PARTY HERETO

as Lenders




and




CITIBANK, N.A.

as Joint Lead Arranger and Administrative Agent




and




JPMORGAN CHASE BANK, N.A.

as Joint Lead Arranger and Syndication Agent




and




DEUTSCHE BANK AG, NEW YORK BRANCH, HSBC BANK USA, NATIONAL

ASSOCIATION, MERRILL LYNCH BANK USA AND MERRILL LYNCH CAPITAL CORP

as Co-Documentation Agents




 

 






 









 














TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	 
	ARTICLE I DEFINITIONS AND ACCOUNTING TERMS
	 	 	1	 
	SECTION 1.01
	 	Certain Defined Terms	 	 	1	 
	SECTION 1.02
	 	Computation of Time Periods	 	 	12	 
	SECTION 1.03
	 	Accounting Terms	 	 	12	 
	 
	 	 	 	 	 	 
	ARTICLE II AMOUNTS AND TERMS OF THE ADVANCES	 	 	13	 
	SECTION 2.01
	 	The Revolving Credit Advances and Reallocation Between Facilities	 	 	13	 
	SECTION 2.02
	 	Making the Revolving Credit Advances	 	 	14	 
	SECTION 2.03
	 	Competitive Bid Facility	 	 	15	 
	SECTION 2.04
	 	Facility Fees	 	 	19	 
	SECTION 2.05
	 	Termination or Reduction of the Commitments	 	 	1	 
	SECTION 2.06
	 	Repayment of Advances	 	 	1	 
	SECTION 2.07
	 	Interest on Revolving Credit Advances	 	 	1	 
	SECTION 2.08
	 	Interest Rate Determination	 	 	2	 
	SECTION 2.09
	 	Optional Conversion of Advances	 	 	4	 
	SECTION 2.10
	 	Prepayments	 	 	4	 
	SECTION 2.11
	 	Increased Costs	 	 	5	 
	SECTION 2.12
	 	Illegality	 	 	6	 
	SECTION 2.13
	 	Payments and Computations	 	 	1	 
	SECTION 2.14
	 	Taxes	 	 	2	 
	SECTION 2.15
	 	Sharing of Payments, Etc	 	 	5	 
	SECTION 2.16
	 	Use of Proceeds	 	 	5	 
	SECTION 2.17
	 	Evidence of Debt	 	 	5	 
	SECTION 2.18
	 	Call Right of Affiliates	 	 	6	 
	SECTION 2.19
	 	Put Right of Affiliates	 	 	6	 
	SECTION 2.20
	 	Increase in the Facilities and Commitments	 	 	7	 
	SECTION 2.21
	 	Extension of Termination Date	 	 	8	 
	 
	 	 	 	 	 	 
	ARTICLE III CONDITIONS TO EFFECTIVENESS AND LENDING	 	 	10	 
	SECTION 3.01
	 	Conditions Precedent to Initial Borrowing	 	 	10	 
	SECTION 3.02
	 	Conditions Precedent to Each Borrowing	 	 	11	 
	SECTION 3.03
	 	Determinations Under Section 3.01	 	 	11	 
	 
	 	 	 	 	 	 
	ARTICLE IV REPRESENTATIONS AND WARRANTIES	 	 	11	 
	SECTION 4.01
	 	Representations and Warranties of the Borrowers	 	 	11	 






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TABLE OF CONTENTS
(continued)






	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	 
	 	 	 	 	 	 
	ARTICLE V COVENANTS OF P&G	 	 	1	 
	SECTION 5.01
	 	Affirmative Covenants	 	 	1	 
	SECTION 5.02
	 	Negative Covenants	 	 	2	 
	 
	 	 	 	 	 	 
	ARTICLE VI EVENTS OF DEFAULT	 	 	3	 
	SECTION 6.01
	 	Events of Default	 	 	3	 
	SECTION 6.02
	 	Remedies	 	 	4	 
	 
	 	 	 	 	 	 
	ARTICLE VII THE AGENT	 	 	4	 
	SECTION 7.01
	 	Authorization and Action	 	 	4	 
	SECTION 7.02
	 	Agent’s Reliance, Etc	 	 	5	 
	SECTION 7.03
	 	Citibank and Affiliates	 	 	5	 
	SECTION 7.04
	 	Lender Credit Decision	 	 	5	 
	SECTION 7.05
	 	Indemnification	 	 	6	 
	SECTION 7.06
	 	Successor Agent	 	 	6	 
	SECTION 7.07
	 	Sub-Agent	 	 	6	 
	SECTION 7.08
	 	Other Agents	 	 	1	 
	 
	 	 	 	 	 	 
	ARTICLE VIII MISCELLANEOUS	 	 	1	 
	SECTION 8.01
	 	Amendments, Etc	 	 	1	 
	SECTION 8.02
	 	Notices, Etc	 	 	1	 
	SECTION 8.03
	 	No Waiver; Remedies	 	 	2	 
	SECTION 8.04
	 	Costs and Expenses	 	 	2	 
	SECTION 8.05
	 	Right of Set-off	 	 	4	 
	SECTION 8.06
	 	Binding Effect	 	 	4	 
	SECTION 8.07
	 	Assignments and Participations	 	 	4	 
	SECTION 8.08
	 	Confidentiality	 	 	6	 
	SECTION 8.09
	 	Judgment Currency	 	 	7	 
	SECTION 8.10
	 	Additional Borrowers; Assumption of Advances	 	 	7	 
	SECTION 8.11
	 	Replacement of Lenders	 	 	8	 
	SECTION 8.12
	 	Governing Law	 	 	8	 
	SECTION 8.13
	 	Jurisdiction	 	 	8	 
	SECTION 8.14
	 	Execution in Counterparts	 	 	9	 
	SECTION 8.15
	 	Waiver of Jury Trial	 	 	9	 
	SECTION 8.16
	 	Patriot Act	 	 	9	 






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	Schedules
	 	 	 	 
	 
	 	 	 	 
	Schedule I

	 	—
	 	List of Applicable Lending Offices
	Schedule II

	 	—
	 	Commitments
	 
	 	 	 	 
	Exhibits
	 	 	 	 
	 
	 	 	 	 
	Exhibit A-1

	 	—
	 	Form of Notice of Revolving Credit Borrowing
	Exhibit A-2

	 	—
	 	Form of Notice of Competitive Bid Borrowing
	Exhibit B

	 	—
	 	Form of Assignment and Acceptance
	Exhibit C-1

	 	—
	 	Form of Opinion of Luxembourg Counsel for the Initial Borrower
	Exhibit C-2

	 	—
	 	Form of Opinion of In-house Counsel for the Initial Borrower
	Exhibit C-3

	 	—
	 	Form of Opinion of Special Counsel for the Initial Borrower
	Exhibit D

	 	—
	 	Form of Borrower Accession Agreement
	Exhibit E

	 	—
	 	Form of Section 2.14 Certificate
	Exhibit F-1

	 	—
	 	Form of Tranche A Note
	Exhibit F-2

	 	—
	 	Form of Tranche B Note
	Exhibit F-3

	 	—
	 	Form of Competitive Bid Note
	Exhibit G

	 	—
	 	Form of Assumption Agreement
	Exhibit H

	 	—
	 	Form of Notice of Extension of Termination Date







-iii-









 








$6,000,000,000

FIVE YEAR REVOLVING CREDIT AGREEMENT




Dated as of July 27, 2005,




as amended as of July 30, 2006, as further amended as of December 7, 2006 and as further amended as

of August 17, 2007




     THE PROCTER & GAMBLE COMPANY, an Ohio corporation (“P&G”), PROCTER & GAMBLE
INTERNATIONAL S.A.R.L., a société à responsabilité limitée organized under the laws of the Grand
Duchy of Luxembourg (“PGI”), PROCTER & GAMBLE HOLDING (HK) LIMITED, a company organized and
existing under the laws of Hong Kong (“P&G HK”), PROCTER & GAMBLE INTERNATIONAL OPERATIONS
S.A., a company organized and existing under the laws of Switzerland (“PGIO” and, together
with P&G, PGI, P&G HK and the Additional Borrowers (as hereinafter defined), collectively, the
“Borrowers”), the LENDERS PARTY HERETO, CITIBANK, N.A., as joint lead arranger and
administrative agent for such Lenders (together with any successor thereto appointed pursuant to
Article VII, the “Agent”), JPMORGAN CHASE BANK, N.A., as joint lead arranger and
syndication agent and DEUTSCHE BANK AG, NEW YORK BRANCH, HSBC BANK USA, NATIONAL ASSOCIATION,
MERRILL LYNCH BANK USA and MERRILL LYNCH CAPITAL CORP as co-documentation agents, agree as follows:



ARTICLE I




DEFINITIONS AND ACCOUNTING TERMS




     SECTION 1.01 Certain Defined Terms.



     As used in this Agreement, the following terms shall have the following meanings (such
meanings to be equally applicable to both the singular and plural forms of the terms defined):



     “Act” has the meaning specified in Section 8.16.



     “Additional Borrower” has the meaning specified in Section 8.10(a).



     “Advance” means a Tranche A Advance, a Tranche B Advance or a Competitive Bid Advance
made by a Lender to a Borrower as part of a Borrowing and refers to a Base Rate Advance or a
Eurocurrency Rate Advance (each of which shall be a “Type” of Advance).



     “Affiliate” means, as to any Person, any other Person that, directly or indirectly,
controls, is controlled by or is under common control with such Person or is a director or officer
of such Person. For purposes of this definition, the term “control” (including the terms
“controlling”, “controlled by” and “under common control with”) of a Person means the possession,
direct or indirect, of the power to vote 10% or more of the Voting Equity of such Person.



     “Agent’s Account” means (a) in the case of Advances denominated in Dollars, the
account of the Agent maintained at Citibank, N.A., at its office at Two Penns Way, New Castle,
Delaware 19720, Account No. 36852248, Attention: Bank Loan Syndications, (b) in the case of
Advances denominated in any Optional Currency, the account of the Sub-Agent designated in writing
from time to time by the Agent to the Borrowers and the Lenders for such purpose, and (c) in any
such case, such other account of



 









 




the Agent as is designated in writing from time to time by the Agent to each of the Borrowers
and the Lenders for such purpose.




     “Agreement” means this Five Year Revolving Credit Agreement, dated as of August 17,
2007, as amended, supplemented or otherwise modified from time to time.



     “Amendment Effective Date” means the date on which the condition precedent to the
effectiveness of the amendment to this Agreement, dated as of December 7, 2006, has been satisfied.



     “Anniversary Date” has the meaning specified in Section 2.21(a).



     “Applicable Lending Office” means, with respect to each Lender, such Lender’s Domestic
Lending Office in the case of a Base Rate Advance and such Lender’s Eurocurrency Lending Office in
the case of a Eurocurrency Rate Advance and, in the case of a Competitive Bid Advance, the office
of such Lender or any of its Affiliates notified by such Lender to the Agent as its Applicable
Lending Office with respect to such Competitive Bid Advance. It is acknowledged and agreed that
any Lender may have one or more Applicable Lending Offices with respect to Advances of any Type
made or to be made to any Borrower and one or more other Applicable Lending Offices with respect to
Advances of such Type made or to be made to any other Borrower.



     “Applicable Margin” means, as of any date, (a) for Base Rate Advances, 0.000% per
annum and (b) for Eurocurrency Rate Advances, 0.060% per annum; provided that, commencing on the
day immediately following the 364-Day Initial Maturity Date, the Applicable Margin with respect to
Eurocurrency Rate Advances shall be 0.115% per annum.



     “Assignment and Acceptance” means an assignment and acceptance entered into by a
Lender and any Person and approved by P&G and the Agent, in substantially the form of Exhibit
B hereto or in such other form as agreed to by P&G, the Agent and the applicable Lender
assignee.



     “Assuming Extending Lender” has the meaning specified in Section 2.21(c).



     “Assuming Increasing Lender” has the meaning specified in Section 2.20(a).



     “Assumption Agreement” has the meaning specified in Section 2.20(c)(i).



     “Base Rate” means a fluctuating interest rate per annum in effect from time to time,
which rate per annum shall at all times be equal to the higher of:




     (a) the rate of interest announced publicly by Citibank, N.A. in New York, New York,
from time to time, as Citibank, N.A.’s base rate; and




     (b) 0.50% per annum above the Federal Funds Rate.



     “Base Rate Advance” means a Revolving Credit Advance denominated in Dollars that bears
interest as provided in Section 2.07(a)(i).



     “beneficial owner” has the meaning specified in Section 2.14(c)(v).



     “Borrowers” has the meaning specified in the recital of parties to this Agreement.



     “Borrowing” means a Revolving Credit Borrowing or a Competitive Bid Borrowing.



-2-









 





     “Borrower Accession Agreement” has the meaning specified in Section 8.10(a).



     “Business Day” means a day of the year on which banks are not required or authorized
by law to close in New York City and, if the applicable Business Day relates to any Eurocurrency
Rate Advances, on which dealings are carried on in the London interbank market (or, in the case of
an Advance denominated in (i) Euros, on which the Trans-European Automated Real-Time Gross
Settlement Express Transfer (TARGET) System is open or (ii) a currency other than Dollars and
Euros, on which dealings in deposits in the relevant currency are conducted by and between banks in
the London or other applicable offshore interbank markets for such currency).



     “Change in Law” has the meaning specified in Section 2.14(a).



     “Closing Date” has the meaning specified in Section 3.01.



     “Commitment” means, with respect to each Lender, the Tranche A Commitment or the
Tranche B Commitment of such Lender, as the context may require.



     “Commitment Date” has the meaning specified in Section 2.20(a).



     “Commitment Increase” has the meaning specified in Section 2.20(a).



     “Communications” has the meaning specified in Section 8.02(b).



     “Competitive Bid Advance” means an advance by a Lender to any Borrower as part of a
Competitive Bid Borrowing and refers to a Fixed Rate Advance or a Eurocurrency Rate Advance.



     “Competitive Bid Borrowing” means a borrowing consisting of simultaneous Competitive
Bid Advances from each of the Lenders whose offer to make one or more Competitive Bid Advances as
part of such Borrowing has been accepted under the competitive bidding procedure described in
Section 2.03.



     “Competitive Bid Note” has the meaning specified in Section 2.03(f).



     “Competitive Bid Reduction” means, at any time, the deemed use of each Lender’s
Tranche A Commitment in an amount equal to such Lender’s Pro Rata Share of all outstanding
Competitive Bid Advances at such time.



     “Confidential Information” means information that P&G or any of the other Borrowers
furnishes to the Agent or any Lender on a confidential basis or that a reasonable Person would
conclude is confidential or proprietary, but does not include any such information that is or
becomes generally available to the public or that is or becomes available to the Agent or such
Lender from a source other than P&G, any of the other Borrowers or any of their Affiliates or any
of their respective advisors.



     “Consenting Lender” has the meaning specified in Section 2.21(b).



     “Consolidated” refers to the consolidation of accounts in accordance with GAAP.



     “Consolidated Assets” means, with respect to any Person, all assets of such Person and
its Subsidiaries that, in accordance with GAAP, would be classified as assets on the balance sheet
of such Person determined on a Consolidated basis.



     “Consolidated EBITDA” means, for any Person for any period, net income (or net loss)
plus the sum of (a) interest expense, (b) income tax expense, (c) depreciation expense and (d)
amortization



-3-









 




expense, in each case determined for such Person and its Consolidated Subsidiaries in
accordance with GAAP for such period.




     “Convert”, “Conversion” and “Converted” each refers to a conversion of
Revolving Credit Advances under a particular Facility and of one Type into Revolving Credit
Advances under such particular Facility of the other Type pursuant to Section 2.08 or 2.09.



     “Covered Jurisdiction” means, with respect to any Borrower, the United States,
Switzerland and Ireland.



     “Debt” of any Person means, without duplication, (a) all indebtedness of such Person
for borrowed money, (b) all obligations of such Person for the deferred purchase price of property
or services (other than trade payables incurred in the ordinary course of such Person’s business),
(c) all obligations of such Person evidenced by notes, bonds, debentures or other similar
instruments, (d) all obligations of such Person as lessee under leases that have been or should be,
in accordance with GAAP, recorded as capital leases, (e) all non-contingent obligations to
reimburse any Person in respect of any amounts paid under acceptances, letters of credit or similar
extensions of credit, (f) all Debt of others referred to in clauses (a) through (e) above or clause
(g) below guaranteed directly or indirectly in any manner by such Person, or in effect guaranteed
directly or indirectly by such Person through an agreement (i) to pay or purchase such Debt or to
advance or supply funds for the payment or purchase of such Debt, (ii) to purchase, sell or lease
(as lessee or lessor) property, or to purchase or sell services, primarily for the purpose of
enabling the debtor to make payment of such Debt or to assure the holder of such Debt against loss,
(iii) to supply funds to or in any other manner invest in the debtor (including any agreement to
pay for property or services irrespective of whether such property is received or such services are
rendered) or (iv) otherwise to assure a creditor against loss, and (g) all Debt referred to in
clauses (a) through (f) above secured by (or for which the holder of such Debt has an existing
right, contingent or otherwise, to be secured by) any Mortgage on property (including, without
limitation, accounts and contract rights) owned by such Person, even though such Person has not
assumed or become liable for the payment of such Debt.



     “Default” means any Event of Default or any event that would constitute an Event of
Default but for the requirement that notice be given or time elapse or both.



     “Defaulting Lender” means any Lender that (a) has failed to fund any portion of the
Advances required to be funded by it hereunder within three Business Days of the date required to
be funded by it hereunder and such failure is continuing, or (b) has otherwise failed to pay over
to the Agent or any other Lender any other amount required to be paid by it hereunder within three
Business Days of the date when due, and such failure is continuing, unless the subject of a good
faith dispute.



     “Dollars” and the “$” sign each means lawful currency of the United States of
America.



     “Domestic Lending Office” means, with respect to any Lender, the office, offices,
Affiliate or Affiliates of such Lender specified as its “Domestic Lending Office” opposite its name
on Schedule I hereto or in the Assumption Agreement or the Assignment and Acceptance pursuant to
which it became a Lender, or such other office or Affiliate of such Lender as such Lender may from
time to time specify to each of the Borrowers and the Agent. It is acknowledged and agreed that
any Lender may specify one or more Domestic Lending Offices with respect to Advances made or to be
made to any Borrower and one or more other Domestic Lending Offices with respect to Advances made
or to be made to any other Borrower; provided that no Lender may specify more than one Domestic
Lending Office unless it also specifies a “Principal Domestic Lending Office”, in which case such
“Principal Domestic Lending Office” shall be deemed to be its “Domestic Lending Office” for
purposes of the definition herein of “Eurocurrency Lending Office” and Section 8.02.



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     “Email” has the meaning specified in Section 8.02(a).



     “EMU” means Economic and Monetary Union as contemplated in the Treaty of Rome.



     “EMU Legislation” means legislative measures of the European Union for the
introduction of, changeover to or operation of the Euro in one or more member states, being in part
legislative measures to implement EMU.



     “Equivalent” means, at any time, (a) with respect to any amount denominated in
Dollars, the equivalent amount thereof in the applicable Optional Currency determined by using the
quoted spot rate at which the Sub-Agent’s principal office in London offers to exchange Dollars for
such Optional Currency in London prior to 4:00 P.M. (London time) (unless otherwise indicated by
the terms of this Agreement) on such date as is required pursuant to the terms of this Agreement
and (b) with respect to any amount denominated in any Optional Currency, the equivalent amount
thereof in Dollars determined by using the quoted spot rate at which the Sub-Agent’s principal
office in London offers to exchange such Optional Currency for Dollars in London prior to 4:00 P.M.
(London time) (unless otherwise indicated by the terms of this Agreement) on such date as is
required pursuant to the terms of this Agreement.



     “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from
time to time, and the regulations promulgated and rulings issued thereunder.



     “Euro” and “(euro)” means the lawful currency of the European Union as
constituted by the Treaty of Rome which established the European Community.



     “Eurocurrency Lending Office” means, with respect to any Lender, the office, offices,
Affiliate or Affiliates of such Lender specified as its “Eurocurrency Lending Office” opposite its
name on Schedule I hereto or in Assignment and Acceptance pursuant to which it became a Lender (or,
if no such office is specified, its Domestic Lending Office), or such other office, offices,
Affiliate or Affiliates of such Lender as such Lender may from time to time specify to each of the
Borrowers and the Agent. It is acknowledged and agreed that any Lender may specify one or more
Eurocurrency Lending Offices with respect to Advances made or to be made to any Borrower and one or
more other Eurocurrency Lending Offices with respect to Advances made or to be made to any other
Borrower.



     “Eurocurrency Rate” means, for any Interest Period for each Eurocurrency Rate Advance
comprising part of the same Borrowing, the rate per annum (rounded upward to the nearest whole
multiple of 1/1000 of 1% per annum) appearing on Reuters Screen LIBOR01 Page (or on any successor
or substitute page) as the London interbank offered rate for deposits in the applicable currency at
approximately 11:00 A.M. (London time) on the Business Day immediately preceding the first day of
such Interest Period, for a term comparable to such Interest Period or, if for any reason such rate
is not available, the average (rounded upward to the nearest whole multiple of 1/1000 of 1% per
annum, if such average is not such a multiple) of the rate per annum at which deposits in the
applicable currency is offered by the principal office of each of the Reference Banks in London,
England to prime banks in the London interbank market at 11:00 A.M. (London time) on the Business
Day immediately preceding the first day of such Interest Period in an amount substantially equal to
such Reference Bank’s Eurocurrency Rate Advance comprising part of such Borrowing to be outstanding
during such Interest Period and for a period equal to such Interest Period. If the Reuters Screen
LIBOR01 Page (or on any successor or substitute page) is unavailable, the Eurocurrency Rate for any
Interest Period for each Eurocurrency Rate Advance comprising part of the same Borrowing shall be
determined by the Agent on the basis of applicable rates furnished to and received by the Agent
from the Reference Banks on the Business Day immediately preceding the first day of such Interest
Period, subject, however, to the provisions of Section 2.08.



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     “Eurocurrency Rate Advance” means a Revolving Credit Advance denominated in any
Optional Currency that bears interest as provided in Section 2.07(a)(ii) or a Competitive Bid
Advance denominated in any Optional Currency that bears interest by reference to the Eurocurrency
Rate.



     “Events of Default” has the meaning specified in Section 6.01.



     “Excluded Taxes” means, (a) with respect to any Lender or the Agent, Taxes imposed on
such Person’s overall net income (and franchise Taxes imposed on such Person in lieu of net income
Taxes) as a result of any present or former connection between such Person and the relevant taxing
authority, in each case, whether in effect as of the date hereof or subsequently imposed as a
result of a Change in Law, and (b) with respect to payments made by any Borrower organized in a
Covered Jurisdiction to any Person, any Taxes not imposed as a direct result of a Change in Law
occurring after the date on which such Person became a Lender or the Agent.



     “Existing Credit Agreement” means the Bridge Credit Agreement dated as of January 28,
2005 between the Initial Borrower and Merrill Lynch Capital Corporation, as amended, supplemented
and otherwise modified from time to time.



     “Extension Date” has the meaning specified in Section 2.21(b).



     “Facility” means the Tranche A Facility or the Tranche B Facility, as the context may
require.



     “Facility Fee” has the meaning specified in Section 2.04(a).



     “Federal Funds Rate” means, for any period, a fluctuating interest rate per annum
equal for each day during such period to the weighted average of the rates on overnight Federal
funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as
published for such day (or, if such day is not a Business Day, for the next preceding Business Day)
by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a
Business Day, the average of the quotations for such day on such transactions received by the Agent
from three Federal funds brokers of recognized standing selected by it.



     “Fixed Rate Advances” means a Competitive Bid Advance denominated in any Optional
Currency that bears interest as provided in Section 2.03(a)(i).



     “GAAP” has the meaning specified in Section 1.03.



     “Increase Date” has the meaning specified in Section 2.20(b).



     “Increasing Lender” has the meaning specified in Section 2.20(a).



     “Indemnified Costs” has the meaning specified in Section 7.05.



     “Initial Borrower” means PGI, in its capacity as the Initial Borrower under the
Existing Credit Agreement.



     “Initial Lender” means each financial institution identified as an Initial Lender on
the signature pages to this Agreement.



     “Interest Payment Date” means (a) with respect to any Base Rate Advance, (i) the last
day of each March, June, September and December during the period in which such Base Rate Advance
is



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outstanding and (ii) the date such Base Rate Advance is Converted or paid in full, and (b)
with respect to any Eurocurrency Rate Advance, (i) the last day of each Interest Period applicable
to such Eurocurrency Rate Advance and, if such Interest Period has a duration of more than three
months, each day that occurs during such Interest Period every three months from the first day of
such Interest Period and (ii) the date such Eurocurrency Rate Advance is Converted or paid in full.




     “Interest Period” means, for each Eurocurrency Rate Advance comprising part of the
same Borrowing, the period commencing on the date of such Eurocurrency Rate Advance or the date of
the Conversion of any Base Rate Advance into such Eurocurrency Rate Advance and ending on the last
day of the period selected by the Borrower requesting a Borrowing pursuant to the provisions below
and, thereafter, with respect to Eurocurrency Rate Advances, each subsequent period commencing on
the last day of the immediately preceding Interest Period and ending on the last day of the period
selected by such Borrower pursuant to the provisions below. The duration of each such Interest
Period shall be one week or one, two, three or six, or to the extent generally available, nine or
twelve months, as such Borrower may, upon notice received by the Agent not later than 9:00 A.M.
(New York City time) on the Business Day immediately preceding the first day of such Interest
Period, select; provided, however, that:




     (a) no Borrower may select any Interest Period that ends after the Termination Date;




     (b) Interest Periods commencing on the same date for Eurocurrency Rate Advances
comprising part of the same Borrowing shall be of the same duration;




     (c) whenever the last day of any Interest Period would otherwise occur on a day other
than a Business Day, the last day of such Interest Period shall be extended to occur on the
next succeeding Business Day, provided, however, that, if such extension would cause the
last day of such Interest Period to occur in the next following calendar month, the last day
of such Interest Period shall occur on the next preceding Business Day; and




     (d) whenever the first day of any Interest Period occurs on a day of an initial
calendar month for which there is no numerically corresponding day in the calendar month
that succeeds such initial calendar month by the number of months equal to the number of
months in such Interest Period, such Interest Period shall end on the last Business Day of
such succeeding calendar month.



     “Internal Revenue Code” means the Internal Revenue Code of 1986, as amended from time
to time, and the regulations promulgated and rulings issued thereunder.



     “Lenders” means each Initial Lender and each Person that shall become a party hereto
pursuant to Section 8.07 and, as to any Lender, the term “Lender” includes any of its Affiliates
designated as such by such Lender located in (e.g., being fiscally resident in or organized in or
having a branch, office, permanent establishment or other place of business in) a Covered
Jurisdiction.



     “Loan Documents” means, collectively, this Agreement, each Note, if any, and each
Borrower Accession Agreement.



     “Material Adverse Change” means any material adverse change in the financial condition
or results of operations of P&G and its Subsidiaries, taken as a whole.



     “Material Adverse Effect” means a material adverse effect on (a) the financial
condition or results of operations of P&G and its Subsidiaries, taken as a whole, (b) the rights
and remedies of the Agent or



-7-









 




the Lenders under any Loan Document or (c) the ability of the Borrowers to perform their
obligations under the Loan Documents.




     “Material Subsidiary” means, at any time, any Subsidiary of P&G having (a) assets with
a value of not less than 5% of the total value of the assets of P&G and its Subsidiaries, taken as
a whole, or (b) Consolidated EBITDA of not less than 5% of the aggregate Consolidated EBITDA of P&G
and its Subsidiaries, taken as a whole, in each case as of the end of or for the most recently
completed fiscal quarter of P&G.



     “Mortgage” means any lien or security interest or other charge or encumbrance having
the effect of a lien or security interest.



     “Non-Consenting Lender” has the meaning specified in Section 2.21(b).



     “Non-Excluded Taxes” has the meaning specified in Section 2.14(a).



     “Note” means a Tranche A Note, a Tranche B Note or a Competitive Bid Note, as context
may require.



     “Notice” has the meaning specified in Section 8.02(c).



     “Notice of Competitive Bid Borrowing” has the meaning specified in Section 2.03(a)(i).



     “Notice of Revolving Credit Borrowing” has the meaning specified in Section 2.02(a).



     “Optional Currency” means Dollars, Sterling, Yen or Euro, as the context may require.



     “P&G Guaranty” means the Guaranty dated as of August 23, 2006 made by P&G in favor of
the Agent and the Lenders.



     “Permitted Mortgages” means the following types of Mortgages:




     (a) Mortgages for taxes, assessments and governmental charges or levies to the extent
not otherwise required to be paid under Section 5.01(b);




     (b) Mortgages imposed by law, including, without limitation, materialmen’s, mechanics’,
carriers’, workmen’s, storage and repairmen’s Mortgages and other similar Mortgages arising
in the ordinary course of business;




     (c) pledges or deposits to secure obligations under workers’ compensation laws,
unemployment insurance or other similar social security legislation (including, without
limitation, in respect of employee benefit plans subject to ERISA) or to secure public or
statutory obligations;




     (d) Mortgages securing the performance of, or payment in respect of, tenders, statutory
obligations, progress or advance payments, contract bids, government or utility obligations,
payment, performance, surety and return-of-money bonds and other similar obligations
incurred in the ordinary course of business and other obligations of a similar nature,
whether pursuant to statutory requirements, common law or consensual arrangements;




     (e) any interest or title of a lessor or sublessor or a licensor and any restriction or
encumbrance to which the interest or title of such lessor, sublessor or licensor may be
subject;



-8-









 






     (f) Mortgages arising out of judgments or awards that do not constitute an Event of
Default under Section 6.01(e);




     (g) rights of way, easements, restrictions (including zoning restrictions), covenants,
consents, reservations, encroachments, variations, mineral reservations and rights, leases,
licenses and other similar restrictions, charges, encumbrances (whether or not recorded),
prior rights of other Persons, and similar obligations with respect to real property arising
by operation of law or contained in similar instruments;




     (h) Mortgages arising from the rights of lessors under leases (including financing
statements regarding property subject to such leases or subleases);




     (i) rights of consignors of goods, whether or not perfected by the filing of a
financing statement under the Uniform Commercial Code of any jurisdiction (or similar
filings and recordings under equivalent provisions of applicable law), including, without
limitation, goods which are the subject of tolling agreements or manufacturing and servicing
agreements;




     (j) leases, licenses, subleases or sublicenses (including the provision of software
under an open source license) which would not have a Material Adverse Effect;




     (k) Liens in favor of customs and revenue authorities to secure payment of customs
duties in connection with the importation of goods in the ordinary course of business;




     (l) Liens (i) of a collection bank arising under Section 4-210 of the Uniform
Commercial Code on the items in the course of collection, (ii) attaching to commodity
trading accounts or other commodities brokerage accounts and (iii) in favor of a banking or
other financial institution arising as a matter of law encumbering deposits or other funds
maintained with a financial institution (including the right of set off);




     (m) Liens consisting of an agreement or arrangement to sell, lease, transfer or
otherwise convey or dispose of property of P&G and/or one or more of its Subsidiaries; and




     (n) Liens arising as part of the securitization (or other similar arrangements) or
other off-balance sheet financing of property of P&G and/or one or more of its Subsidiaries.



     “Person” means an individual, partnership, corporation (including a business trust),
joint stock company, trust, unincorporated association, joint venture, limited liability company or
other entity, or a government or any political subdivision or agency thereof.



     “Platform” has the meaning specified in Section 8.02(b).



     “Primary Currency” has the meaning specified in Section 8.09(b).



     “Principal Manufacturing Property” means any facility (together with the land on which
it is erected and fixtures comprising a part thereof) used primarily for manufacturing or
processing, wherever located, owned or leased by any Borrower or any Subsidiary of any Borrower and
having a gross book value in excess of $750,000,000, other than any such facility or portion
thereof (a) which is a pollution control or other facility financed by obligations issued by (i) a
state or local governmental unit pursuant to Section 103(b)(4)(E), 103(b)(4)(F) or 103(b)(6) of the
Internal Revenue Code of 1954, or any successor provision thereof, or (ii) the equivalent of the
financing referred to in subclause (a)(i) above in any jurisdiction other than the United States,
or (b) which, in the opinion of the Board of Directors of P&G or



-9-









 




any Borrower, is not of material importance to the total business conducted by P&G and its
Subsidiaries, considered as a whole.




     “Process Agent” has the meaning specified in Section 8.13(a).



     “Pro Rata Share” of any amount means, with respect to any Lender at any time, the
product of (a) such amount multiplied by (b) a fraction the numerator of which is the amount of
such Lender’s Commitment(s) under the applicable Facility or Facilities at such time (or, if the
Commitments shall have been terminated pursuant to Section 2.05 or 6.02 at or prior to such time,
such Lender’s Commitment(s) under the applicable Facility or Facilities as in effect immediately
prior to such termination) and the denominator of which is the aggregate amount of such Facility or
Facilities at such time (or, if the Commitments shall have been terminated pursuant to Section 2.05
or 6.02 at or prior to such time, the applicable Facility or Facilities as in effect immediately
prior to such termination).



     “Reference Advance” has the meaning specified in Section 2.07(c).



     “Reference Banks” means (a) in the case of any Revolving Credit Borrowing, Citibank,
N.A. and JPMorgan Chase Bank, N.A. and (b) in the case of any Competitive Bid Borrowing, two of the
Lenders making the all or part of such Competitive Bid Borrowing (as selected by the applicable
Borrower) or if only one Lender is making such Competitive Bid Borrowing, such Lender.



     “Register” has the meaning specified in Section 8.07(d).



     “Related Indemnified Party” has the meaning specified in Section 8.04(b).



     “Required Lenders” means at any time Lenders owed in excess of 50% of the then
aggregate unpaid principal amount (based on the Equivalent in Dollars at such time) of the
Revolving Credit Advances owing to the Lenders or, if no such principal amount is then outstanding,
Lenders having in excess of 50% of the Commitments; provided, however, that if any Lender shall be
an Affiliate of any Borrower at such time, there shall be excluded from the determination of
Required Lenders at such time the then aggregate unpaid principal amount (based on the Equivalent
in Dollars at such time) of the Revolving Credit Advances owing to such Affiliate (in its capacity
as a Lender) at such time or, if no such principal amount is then outstanding, such Affiliate’s
Commitment at such time.



     “Revolving Credit Advance” means a Tranche A Advance or a Tranche B Advance, as
applicable.



     “Revolving Credit Borrowing” means a Tranche A Borrowing or a Tranche B Borrowing, as
applicable.



     “Section 2.14 Certificate” has the meaning specified in Section 2.14(c)(ii).



     “Sterling” means the lawful currency of the United Kingdom.



     “Sub-Agent” means Citibank International plc.



     “Subsidiary” of any Person means any corporation, partnership, joint venture, limited
liability company, trust or estate of which (or in which) more than 50% of (a) the issued and
outstanding capital stock having ordinary voting power to elect a majority of the Board of
Directors of such corporation (irrespective of whether at the time capital stock of any other class
or classes of such corporation shall or might have voting power upon the occurrence of any
contingency), (b) the interest in the capital or profits



-10-









 




of such limited liability company, partnership or joint venture or (c) the beneficial interest
in such trust or estate is at the time directly or indirectly owned or controlled by such Person,
by such Person and one or more of its other Subsidiaries or by one or more of such Person’s other
Subsidiaries.




     “364-Day Credit Agreement” means the 364-Day Revolving Credit Agreement, dated as of
August 17, 2007, by and among the Borrowers party thereto, the lending institutions from time to
time party thereto, Citibank, N.A., as administrative agent, Citigroup Global Markets Inc., as sole
lead arranger and sole book runner, JPMorgan Chase Bank, N.A., as syndication agent, and ABN Amro
Bank, N.V. and Deutsche Bank Securities Inc., as co-documentation agents, as amended, supplemented
and otherwise modified and in effect.



     “364-Day Initial Maturity Date” means the “Termination Date” as defined in the 364-Day
Credit Agreement, without giving effect to the right of the Initial Borrower under Section 2.21(d)
thereof to convert the Advances under such 364-Day Credit Agreement into term loans.



     “Taxes” has the meaning specified in Section 2.14(a).



     “Termination Date” means the earlier of (a) August 17, 2012, subject to the extension
thereof pursuant to Section 2.21 and (b) the date of termination in whole of the Commitments
pursuant to Section 2.05 or 6.02; provided, however, that the Termination Date of any Lender that
is a Non-Consenting Lender to any requested extension pursuant to Section 2.21 shall be the
Termination Date in effect immediately prior to the applicable Extension Date for all purposes of
this Agreement.



     “Tranche A Advance” means an advance by a Lender to a Borrower as part of a Tranche A
Borrowing and refers to a Base Rate Advance or a Eurocurrency Rate Advance.



     “Tranche A Borrowing” means a Borrowing consisting of simultaneous Tranche A Advances
of the same Type made by each of the Lenders pursuant to Section 2.01(b).



     “Tranche A Commitment” means, with respect to each Lender, the amount set forth
opposite such Lender’s name on Schedule II hereof and identified as its “Tranche A Commitment” or,
if such Lender has entered into any Assignment and Acceptance, the amount set forth for such Lender
in the Register maintained by the Agent pursuant to Section 8.07(d), as such amount may be reduced
pursuant to Section 2.05.



     “Tranche A Facility” means, at any time, the aggregate Tranche A Commitments of all of
the Lenders at such time.



     “Tranche A Note” has the meaning specified in Section 2.17(a).



     “Tranche B Advance” means an advance by a Lender to a Borrower as part of a Tranche B
Borrowing and refers to a Base Rate Advance or a Eurocurrency Rate Advance.



     “Tranche B Borrowing” means a Borrowing consisting of simultaneous Tranche B Advances
of the same Type made by each of the Lenders pursuant to Section 2.01(c).



     “Tranche B Commitment” means, with respect to each Lender, the amount set forth
opposite such Lender’s name on Schedule II hereof and identified as its “Tranche B Commitment” or,
if such Lender has entered into any Assignment and Acceptance, the amount set forth for such Lender
in the Register maintained by the Agent pursuant to Section 8.07(d), as such amount may be reduced
pursuant to Section 2.05.



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     “Tranche B Facility” means, at any time, the aggregate Tranche B Commitments of all of
the Lenders at such time.



     “Tranche B Note” has the meaning specified in Section 2.17(a).



     “Treaty of Rome” means the Treaty of Rome of 25 March 1957, as amended by the Single
European Act 1986 and the Maastricht Treaty (which was signed at Maastricht on 7 February 1992 and
came into force on 1 November 1993), as such treaty may be amended from time to time and as
referred to in the EMU legislation.



     “Type” has the meaning specified in the definition of “Advance” set forth in
this Section 1.01.



     “Unused Tranche A Commitment” means, with respect to any Lender at any time, (a) such
Lender’s Tranche A Commitment at such time, less (b) the sum of:




     (i) the aggregate principal amount of all Tranche A Advances made by such Lender (in
its capacity as a Lender) and outstanding at such time; and




     (ii) the product of (A) a fraction the numerator of which is the amount of such
Lender’s Tranche A Commitment at such time minus the aggregate principal amount of the
Tranche A Advances held by such Lender at such time and the denominator of which is the
aggregate Tranche A Commitments of all Lenders at such time minus the aggregate principal
amount of the Tranche A Advances made by the Lenders and outstanding at such time and (B)
the aggregate principal amount of all Competitive Bid Advances made by the Lenders and
outstanding at such time.



     “Unused Tranche B Commitment” means, with respect to any Lender at any time, (a) such
Lender’s Tranche B Commitment at such time, less (b) the aggregate principal amount of all Tranche
B Advances made by such Lender (in its capacity as a Lender) and outstanding at such time.



     “Voting Equity” means capital stock issued by a corporation, or equivalent interests
in any other Person, the holders of which are ordinarily, in the absence of contingencies, entitled
to vote for the election of directors (or persons performing similar functions) of such Person,
even if the right so to vote has been suspended by the happening of such a contingency.



     “Yen” means the lawful currency of Japan.



     SECTION
1.02   Computation of Time Periods. In this Agreement in the computation of periods of time
from a specified date to a later specified date, the word “from” means “from and including” and
the words “to” and “until” each mean “to but excluding”.



     SECTION
1.03  Accounting Terms. All accounting terms not specifically defined herein shall be
construed in accordance with generally accepted accounting principles consistent with those applied
in the preparation of the financial statements delivered to the Agent in accordance with this
Agreement (“GAAP”).



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ARTICLE II




AMOUNTS AND TERMS OF THE ADVANCES




     SECTION 2.01 The Revolving Credit Advances and Reallocation Between Facilities.(a) Tranche A
Advances. Each Lender severally agrees, on the terms and conditions hereinafter set forth, to
make Tranche A Advances to each Borrower from time to time on any Business Day during the period
from the Closing Date until the Termination Date applicable to such Lender in an aggregate amount
(based in respect of any Advances to be denominated in any Optional Currency other than Dollars by
reference to the Equivalent thereof in Dollars determined on the date of delivery of the applicable
Notice of Revolving Credit Borrowing) not to exceed such Lender’s Unused Tranche A Commitment;
provided that, if P&G shall so notify the Agent in accordance with Section 2.20(a) that any
Commitment Increase in respect of the Tranche A Facility shall not apply to any Borrower, the
aggregate outstanding principal amount of Tranche A Advances made to such Borrower shall not exceed
the amount of the Tranche A Facility immediately prior to the applicable Commitment Increase in
respect of the Tranche A Facility. Each such Borrowing shall be in a minimum amount of
$10,000,000, in respect of Tranche A Advances denominated in Dollars (or the Equivalent in any
other applicable Optional Currency thereof), or, if less, an aggregate amount equal to the amount
by which the aggregate amount of a proposed Competitive Bid Borrowing requested by any Borrower
exceeds the aggregate amount of Competitive Bid Advances offered to be made by the Lenders and
accepted by such Borrower in respect of such Competitive Bid Borrowing, if such Competitive Bid
Borrowing is made on the same date as such Tranche A Borrowing) and shall consist of Tranche A
Advances of the same Type made on the same day by the Lenders ratably according to their respective
Tranche A Commitments; provided that such minimum amount shall not apply with respect to any
Revolving Credit Advances made in accordance with the provisions of Sections 2.04(b) or 2.07(c).
Within the limits of each Lender’s Tranche A Commitment, each Borrower may borrow under this
Section 2.01(a), prepay pursuant to Section 2.10 and reborrow under this Section 2.01(a).



     (b) Tranche B Advances. Each Lender severally agrees, on the terms and conditions
hereinafter set forth, to make Tranche B Advances to each Borrower from time to time on any
Business Day during the period from the Closing Date until the Termination Date applicable to such
Lender in an aggregate amount (based in respect of any Advances to be denominated in any Optional
Currency by reference to the Equivalent thereof in Dollars determined on the date of delivery of
the applicable Notice of Revolving Credit Borrowing) not to exceed such Lender’s Unused Tranche B
Commitment; provided that, if P&G shall so notify the Agent in accordance with Section 2.20(a) that
any Commitment Increase in respect of the Tranche B Facility shall not apply to any Borrower, the
aggregate outstanding principal amount of Tranche B Advances made to such Borrower shall not exceed
the amount of the Tranche B Facility immediately prior to the applicable Commitment Increase in
respect of the Tranche B Facility. Each such Borrowing shall be in a minimum amount of
$10,000,000, in respect of Tranche B Advances denominated in Dollars (or the Equivalent in any
other applicable Optional Currency thereof), and shall consist of Tranche B Advances of the same
Type made on the same day by the Lenders ratably according to their respective Tranche B
Commitments; provided that such minimum amount shall not apply with respect to any Tranche B
Advances made in accordance with the provisions of Sections 2.04(b) or 2.07(c). Within the limits
of each Lender’s Tranche B Commitment, each Borrower may borrow under this Section 2.01(b), prepay
pursuant to Section 2.10 and reborrow under this Section 2.01(b).



     (c) Reallocation of Advances and Commitments. P&G shall be entitled, upon at least
one Business Day’s notice to the Agent, to reallocate a portion of the Tranche A Commitments to
additional Tranche B Commitments (and vice versa) and/or to reallocate all or a portion of the
outstanding Tranche A Advances comprising part of the same Borrowings to additional Tranche B
Advances comprising part of the same Borrowings (and vice versa); provided that (a) each such reallocation of
Commitments and/or



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Advances shall be made ratably among the Lenders; provided that P&G, in its sole
discretion, may elect to reallocate all, a portion or none of such Commitments and/or Advances to
any Lender that is an Affiliate of a Borrower, (b) any such reallocation of Advances shall be in an
aggregate principal amount of at least $100,000,000 (or the Equivalent in any other applicable
Optional Currency thereof) or shall otherwise be all of the Revolving Credit Advances comprising
part of the same Borrowings and (c) any such reallocation of Commitments and/or Advances may (but
shall not be required) be made in conjunction with the exercise of the call rights set forth in
Section 2.18 and/or the put rights set forth in Section 2.19. Any notice delivered by P&G pursuant
to this Section 2.01(c) shall specify (i) the effective date of each intended reallocation of
Commitments and/or Advances (ii) whether the reallocation is of Commitments, Revolving Credit
Advances or both, (iii) the amount of each such reallocation of Commitments and/or Revolving Credit
Advances and, in the case of Revolving Credit Advances, which Borrowings are to comprise such
reallocation. On or promptly following the effective date of any reallocation of Commitments
and/or Revolving Credit Advances pursuant to this Section 2.01(c), the Agent shall notify the
Lenders of the effective date of each such reallocation and shall distribute a revised Schedule II
hereto reflecting each such reallocation




     SECTION 2.02 Making the Revolving Credit Advances.



     (a) Each Revolving Credit Borrowing shall be made on notice, given not later than (i) 9:00
A.M. (New York City time) on the Business Day immediately preceding the date of the proposed
Borrowing in the case of a Revolving Credit Borrowing consisting of Eurocurrency Rate Advances
denominated in Dollars, (ii) 11:00 A.M. (London time) on the second Business Day prior to the date
of the proposed Revolving Credit Borrowing in the case of a Revolving Credit Borrowing consisting
of Eurocurrency Rate Advances denominated in any Optional Currency, or (iii) 9:00 A.M. (New York
City time) on the Business Day of the date of the proposed Revolving Credit Borrowing in the case
of a Revolving Credit Borrowing consisting of Base Rate Advances, by any Borrower to the Agent
(and, in the case of a Revolving Credit Borrowing consisting of Eurocurrency Rate Advances
denominated in any Optional Currency, simultaneously to the Sub-Agent), which shall give to each
Lender prompt notice thereof by telecopier or Email. Each such notice of a Revolving Credit
Borrowing (a “Notice of Revolving Credit Borrowing”) shall be by Email, confirmed promptly
by telephone or by telecopier and shall be in substantially the form of Exhibit A-1 hereto,
specifying therein (A) the requested date of such Revolving Credit Borrowing, (B) whether such
Borrowing is a Tranche A Borrowing or a Tranche B Borrowing, (C) the requested Type and Optional
Currency of Revolving Credit Advances comprising such Revolving Credit Borrowing, (D) the requested
aggregate amount of such Revolving Credit Borrowing, (E) in the case of a Revolving Credit
Borrowing consisting of Eurocurrency Rate Advances, the requested initial Interest Period for each
such Revolving Credit Advance, and (F) the requested account to which the proceeds of the requested
Revolving Credit Borrowing are to be transferred. Each Lender shall, before 11:00 A.M. (New York
City time) on the date of such Revolving Credit Borrowing, make available for the account of its
Applicable Lending Office to the Agent at the Agent’s Account, in same day funds, such Lender’s
ratable portion of such Revolving Credit Borrowing. After the Agent’s receipt of such funds and
upon fulfillment of the applicable conditions set forth in Article III, the Agent will make such
funds available to the appropriate Borrower by transferring the amount thereof to the account
designated by such Borrower for such purpose.



     (b) Anything in subsection (a) above to the contrary notwithstanding, no Borrower may select
Eurocurrency Rate Advances for any Revolving Credit Borrowing if the obligation of the Lenders to
make Eurocurrency Rate Advances shall then be suspended pursuant to Section 2.08 or 2.12.



     (c) Each Notice of Revolving Credit Borrowing shall be irrevocable and binding on the Borrower
giving such notice. In the case of any Revolving Credit Borrowing which the related Notice of
Revolving Credit Borrowing specifies is to be composed of Eurocurrency Rate Advances, such Borrower



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shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result
of any failure to fulfill on or before the date specified in such Notice of Revolving Credit
Borrowing for such Revolving Credit Borrowing the applicable conditions set forth in Article III,
including, without limitation, any loss (excluding loss of anticipated profits), cost or expense
incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such
Lender to fund the Revolving Credit Advance to be made by such Lender as part of such Revolving
Credit Borrowing when such Revolving Credit Advance, as a result of such failure, is not made on
such date.




     (d) Unless the Agent or the Sub-Agent, as the case may be, shall have received notice from a
Lender prior to the time of any Revolving Credit Borrowing that such Lender will not make available
to the Agent or the Sub-Agent, as the case may be, such Lender’s Pro Rata Share of such Revolving
Credit Borrowing, the Agent or the Sub-Agent, as the case may be, may assume that such Lender has
made such portion available to the Agent or the Sub-Agent, as the case may be, on the date of such
Revolving Credit Borrowing in accordance with subsection (a) of this Section 2.02 and the Agent or
the Sub-Agent, as the case may be, may, in reliance upon such assumption, make available to the
Borrower requesting such Revolving Credit Borrowing on such date a corresponding amount. If and to
the extent that such Lender shall not have so made such ratable portion available to the Agent or
the Sub-Agent, as the case may be, such Lender and such Borrower severally agree to repay to the
Agent or the Sub-Agent, as the case may be, forthwith on demand (or, solely in the case of the
Borrowers, within five days of such demand) such corresponding amount, together with interest
thereon, for each day from the date such amount is made available to such Borrower until the date
such amount is repaid to the Agent or the Sub-Agent, as the case may be, at (i) in the case of such
Borrower, the interest rate applicable at the time to Revolving Credit Advances comprising such
Revolving Credit Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such
Lender shall repay to the Agent or the Sub-Agent, as the case may be, such corresponding amount,
such amount so repaid shall constitute such Lender’s Revolving Credit Advance as part of such
Revolving Credit Borrowing for purposes of this Agreement.



     (e) The failure of any Lender to make the Revolving Credit Advance to be made by it as part of
any Revolving Credit Borrowing shall not relieve any other Lender of its obligation, if any,
hereunder to make its Revolving Credit Advance on the date of such Revolving Credit Borrowing, but
no Lender shall be responsible for the failure of any other Lender to make the Revolving Credit
Advance to be made by such other Lender on the date of any Revolving Credit Borrowing.



     (f) Any Revolving Credit Advance made by any Applicable Lending Office of any Lender shall be
deemed to be an Advance of such Lender for purposes of calculating the utilization of the Tranche A
Commitment or the Tranche B Commitment (as applicable) of such Lender hereunder, except that if
such Applicable Lending Office of such Lender is another Lender, such Revolving Credit Advance
shall be deemed to be an Advance of such other Lender for purposes of calculating the utilization
of the Tranche A Commitments or the Tranche B Commitments (as applicable) of both such Lenders
hereunder.



     SECTION 2.03 Competitive Bid Facility. (a) Each Lender severally agrees that any Borrower may
make Competitive Bid Borrowings under this Section 2.03 from time to time on any Business Day
during the period from the Closing Date until the date occurring 30 days prior to the then
scheduled final Termination Date in the manner set forth below; provided that, the aggregate
principal amount of the Competitive Bid Advances comprising each Competitive Bid Borrowing shall
not exceed the aggregate Unused Tranche A Commitments of the Lenders at such time.




     (i) Any Borrower may request a Competitive Bid Borrowing under this Section 2.03 by
delivering to the Agent (and, in the case of a Competitive Bid Borrowing not consisting of
Fixed Rate Advances or Eurocurrency Rate Advances to be denominated in Dollars,
simultaneously to the Sub-Agent), by telephone or Email, confirmed promptly in writing, or
by



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telecopier, a notice of a Competitive Bid Borrowing (a “Notice of Competitive Bid
Borrowing”), in substantially the form of Exhibit A-2 hereto, specifying therein
(A) the requested date of such proposed Competitive Bid Borrowing (which shall be a Business
Day), (B) the requested aggregate amount and Optional Currency of such proposed Competitive
Bid Borrowing, (C) whether such proposed Competitive Bid Borrowing shall consist of Fixed
Rate Advances or Eurocurrency Rate Advances, (D) in the case of a Competitive Bid Borrowing
consisting of (1) Eurocurrency Rate Advances, the requested Interest Period for each such
Eurocurrency Rate Advance and (2) Fixed Rate Advances, the requested maturity date for
repayment of each such Fixed Rate Advance (which maturity date may not be earlier than the
date occurring seven days after the date of such proposed Competitive Bid Borrowing or later
than the earlier of (x) 365 days after the date of such proposed Competitive Bid Borrowing
and (y) the final Termination Date), (E) the requested interest payment date or dates for
each Competitive Bid Advance comprising part of such proposed Competitive Bid Borrowing, (F)
whether or not the Competitive Bid Advances comprising such proposed Competitive Bid
Borrowing may be prepaid and, if so, whether with or without penalty, (G) the address and
account number of such Borrower to which the proceeds of such proposed Competitive Bid
Borrowing are to be advanced, and (H) the requested other terms, if any, to be applicable to
such proposed Competitive Bid Borrowing, not later than (I) 9:00 A.M. (New York City time)
at least two Business Days prior to the date of the proposed Competitive Bid Borrowing, if
such Borrower shall specify in the related Notice of Competitive Bid Borrowing that the
rates of interest to be offered by the Lenders shall be fixed rates per annum (the Advances
comprising any such Competitive Bid Borrowing, which shall be denominated in Dollars or any
Optional Currency, being referred to herein as “Fixed Rate Advances”) (II) 9:00 A.M.
(New York City time) three Business Days preceding the date of the proposed Competitive Bid
Borrowing in the case of a Competitive Bid Borrowing consisting of Eurocurrency Rate
Advances denominated in Dollars, and (III) 2:00 P.M. (New York City time) three Business
Days preceding the date of the proposed Competitive Bid Borrowing in the case of a
Competitive Bid Borrowing consisting of Eurocurrency Rate Advances denominated in any
Optional Currency. Each Notice of Competitive Bid Borrowing shall be irrevocable and binding
on the Borrower that requested such Competitive Bid Borrowing. The Agent or the Sub-Agent,
as the case may be, shall in turn promptly notify each Lender of each request for a
Competitive Bid Borrowing received by it from any Borrower by sending such Lender a copy of
the related Notice of Competitive Bid Borrowing by telecopier or Email.




     (ii) Each Lender may, in its sole discretion, elect to irrevocably offer to make one or
more Competitive Bid Advances to the Borrower requesting the Competitive Bid Advances as
part of such proposed Competitive Bid Borrowing at a rate or rates of interest specified by
such Lender in its sole discretion, by notifying the Agent or the Sub-Agent, as the case may
be (which shall give prompt notice thereof to the Borrower requesting the Competitive Bid
Borrowing), before 12:00 P.M. (New York City time) one Business Day prior to the date of
such proposed Competitive Bid Borrowing, in the case of a Competitive Bid Borrowing
consisting of Fixed Rate Advances, and (B) before 1:00 P.M. (New York City time) two
Business Days prior to the date of the proposed Competitive Bid Borrowing, in the case of a
Competitive Bid Borrowing consisting of Eurocurrency Rate Advances, of the minimum amount
and maximum amount of each Competitive Bid Advance that such Lender would be willing to make
as part of such proposed Competitive Bid Borrowing (which amounts, subject to the proviso of
the first sentence of this Section 2.03(a), may exceed such Lender’s Tranche A Commitment),
the rate or rates of interest therefor and such Lender’s Applicable Lending Office with respect to such Competitive
Bid Advance; provided that if the Agent, in its capacity as a Lender, shall, in its sole
discretion, elect to make any such offer, it shall notify the Borrower requesting such
Competitive Bid Borrowing of such offer at least 30 minutes before the time and on the date
on which notice of such election



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is to be given to the Agent or to the Sub-Agent, as the
case may be, by the other Lenders. If any Lender shall elect not to make such an offer,
such Lender shall so notify the Agent, before 10:00 A.M. (New York City time) or the
Sub-Agent before 12:00 Noon (London time), as the case may be, on the date on which notice
of such election is to be given to the Agent or to the Sub-Agent, as the case may be, by the
other Lenders, and such Lender shall not be obligated to, and shall not, make any
Competitive Bid Advance as part of such proposed Competitive Bid Borrowing; provided that
the failure by any Lender to give such notice shall not cause such Lender to be obligated to
make any Competitive Bid Advance as part of such proposed Competitive Bid Borrowing.




     (iii) The Borrower requesting any particular Competitive Bid Borrowing shall, in turn,
before (A) 4:00 P.M. (New York City time) one Business Day prior to the date of such
proposed Competitive Bid Borrowing, in the case of a Competitive Bid Borrowing consisting of
Fixed Rate Advances, and (B) 4:00 P.M. (New York City time) two Business Days prior to the
date of such proposed Competitive Bid Borrowing, in the case of a Competitive Bid Borrowing
consisting of Eurocurrency Rate Advances, either:




     (A) cancel such Competitive Bid Borrowing by giving the Agent notice to that
effect; or




     (B) accept one or more of the offers made by any Lender or Lenders pursuant to
Section 2.03(a)(ii), in its sole discretion but subject to the next two succeeding
sentences, by giving notice to the Agent or to the Sub-Agent, as the case may be, of
the amount of each Competitive Bid Advance (which amount shall be equal to or
greater than the minimum amount, and equal to or less than the maximum amount,
notified to such Borrower by the Agent or the Sub-Agent, as the case may be, on
behalf of such Lender for such Competitive Bid Advance pursuant to Section
2.03(a)(ii)) to be made by each Lender as part of such Competitive Bid Borrowing,
and reject any remaining offers made by Lenders pursuant to Section 2.03(a)(ii) by
giving the Agent or the Sub-Agent, as the case may be, notice to that effect;
provided, however, that such Borrower may not accept offers that, in the aggregate,
exceed the amount of the proposed Competitive Bid Borrowing specified in the related
Notice of Competitive Bid Borrowing. The Borrower that requested such Competitive
Bid Borrowing shall accept the offers made by any Lender or Lenders to make
Competitive Bid Advances in order of the lowest to the highest rates of interest
offered by such Lenders for a particular Competitive Bid Borrowing. If two or more
Lenders have offered the same interest rate for a particular Competitive Bid
Borrowing, the amount to be borrowed at such interest rate will be allocated among
such Lenders ratably according to the amount that each such Lender offered at such
interest rate.




     (iv) If the Borrower that requested any particular Competitive Bid Borrowing notifies
the Agent or the Sub-Agent, as the case may be, that such Competitive Bid Borrowing is
cancelled pursuant to Section 2.03(a)(iii)(A), the Agent or the Sub-Agent, as the case may
be, shall give prompt notice thereof to each of the Lenders and such Competitive Bid
Borrowing shall not be made.




     (v) If the Borrower that requested any particular Competitive Bid Borrowing accepts one
or more of the offers made by any Lender or Lenders pursuant to Section 2.03(a)(iii)(B) in
respect of such Competitive Bid Borrowing, the Agent or the Sub-Agent, as the case may be,
shall in turn promptly notify (A) each Lender that has made an offer as described in Section
2.03(a)(ii) of the date and the aggregate amount of such Competitive Bid Borrowing and



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whether or not any offer or offers made by such Lender pursuant to Section 2.03(a)(ii) have
been accepted by such Borrower and (B) each Lender that is to make a Competitive Bid Advance
as part of such Competitive Bid Borrowing, (1) of the amount of each Competitive Bid Advance
to be made by such Lender as part of such Competitive Bid Borrowing and (2) upon receipt,
that the Agent or the Sub-Agent, as the case may be, has received forms of documents
appearing to fulfill the applicable conditions set forth in Article III. Each Lender that
is to make a Competitive Bid Advance as part of any Competitive Bid Borrowing shall, before
12:00 Noon (New York City time) on the date of such Competitive Bid Borrowing specified in
the notice received from the Agent or from the Sub-Agent, as the case may be, pursuant to
subclause (v)(A) of the immediately preceding sentence or any later time when such Lender
shall have received notice from the Agent or from the Sub-Agent, as the case may be,
pursuant to subclause (v)(B)(2) of the immediately preceding sentence, make available for
the account of its Applicable Lending Office to the Agent at the applicable Agent’s Account,
in same day funds, such Lender’s portion of such Competitive Bid Borrowing. Upon
fulfillment of the applicable conditions set forth in Article III and after receipt by the
Agent of such funds, the Agent will make such funds available to the Borrower that requested
such Borrowing at the address and the account number specified by such Borrower in the
related Notice of Competitive Bid Borrowing or, if no such address and account number are
specified in the related Notice of Competitive Bid Borrowing, at the Agent’s address
referred to in Section 8.02. Promptly after (x) each Competitive Bid Borrowing, the Agent
will notify each Lender of the amount of such Competitive Bid Borrowing, the corresponding
Competitive Bid Reduction resulting therefrom and the dates upon which such Competitive Bid
Reduction commenced and will terminate and (y) the prepayment of any Competitive Bid
Borrowing by the applicable Borrower, the Agent will notify each Lender of the amount and
date of each such prepayment and the amount, if any, of the corresponding Competitive Bid
Reduction remaining after giving effect thereto.




     (vi) If the Borrower that requested any applicable Competitive Bid Borrowing notifies
the Agent or the Sub-Agent, as the case may be, that it accepts one or more of the offers
made by any Lender or Lenders pursuant to Section 2.03(a)(iii)(B), such notice of acceptance
shall be irrevocable and binding on such Borrower. Such Borrower shall indemnify each
Lender against any loss, cost or expense incurred by such Lender as a result of any failure
to fulfill on or before the date specified in such Notice of Competitive Bid Borrowing for
such Competitive Bid Borrowing the applicable conditions set forth in Article III,
including, without limitation, any loss (excluding loss of anticipated profits), cost or
expense incurred by reason of the liquidation or reemployment of deposits or other funds
acquired by such Lender to fund the Competitive Bid Advance to be made by such Lender as
part of such Competitive Bid Borrowing when such Competitive Bid Advance, as a result of
such failure, is not made on such date.



     (b) Each Competitive Bid Borrowing shall be in an aggregate amount of not less than
$10,000,000 (or the Equivalent in any other Optional Currency thereof) and, following the making of
each Competitive Bid Borrowing, the Borrowers shall be in compliance with the limitation set forth
in the proviso to the first sentence of Section 2.03(a).



     (c) Within the limits and on the conditions set forth in this Section 2.03, any Borrower may
from time to time borrow under Section 2.03(a), repay pursuant to Section 2.06(b) or prepay
pursuant to Section 2.03(d), and reborrow under Section 2.03(a).



     (d) The Borrower to which any particular Competitive Bid Borrowing is made shall have no right
to prepay the principal amount of any Competitive Bid Advance (or any portion thereof) unless, and
then only on the terms, specified by such Borrower for such Competitive Bid Advance in the related



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Notice of Competitive Bid Borrowing delivered pursuant to Section 2.03(a)(i) and, if applicable,
set forth in the Competitive Bid Note evidencing such Competitive Bid Advance.




     (e) The Borrower to which any particular Competitive Bid Borrowing is made shall pay interest
on the unpaid principal amount of each Competitive Bid Advance from the date of such Competitive
Bid Advance to the date the principal amount of such Competitive Bid Advance is repaid in full, at
the rate of interest for and in the Optional Currency of such Competitive Bid Advance specified by
the Lender making such Competitive Bid Advance in its notice with respect thereto delivered
pursuant to Section 2.03(a)(ii), payable on the interest payment date or dates specified by such
Borrower for such Competitive Bid Advance in the related Notice of Competitive Bid Borrowing
delivered pursuant to Section 2.03(a)(i) and, if applicable, provided in the Competitive Bid Note
evidencing such Competitive Bid Advance.



     (f) Each Borrower agrees that upon notice by any Lender to such Borrower (with a copy of such
notice to the Agent) to the effect that a promissory note or other evidence of indebtedness is
required or appropriate in order for such Lender to evidence (whether for purposes of pledge,
enforcement or otherwise) any Competitive Bid Advance owing to, or to be made by, such Lender as
part of a Competitive Bid Borrowing, such Borrower shall promptly execute and deliver to such
Lender a separate promissory note, in substantially the form of Exhibit F-2 hereto (each, a
“Competitive Bid Note”), payable to the order of such Lender in a principal amount equal to
the amount of indebtedness of such Borrower resulting from such Competitive Bid Advance.



     SECTION 2.04 Facility Fees.



     (a) P&G agrees to pay to the Agent for the account of each Lender a facility fee (a
“Facility Fee”) in Dollars on the sum of (i) the aggregate amount of such Lender’s
Commitments plus (ii) such Lender’s ratable share of the aggregate amount of the Commitments
assumed by Affiliates of any of the Borrowers pursuant to Section 2.18, from the Effective Date in
the case of each Initial Lender and from the effective date specified in the Assumption Agreement
or the Assignment and Acceptance pursuant to which it became a Lender in the case of each other
Lender until the Termination Date applicable to such Lender, at a rate per annum equal to 0.025%
per annum, payable in arrears quarterly on the last day of each March, June, September and December
and on the final Termination Date; provided that, from and after the day immediately following the
364-Day Initial Maturity Date, the Facility Fee shall be calculated at a rate per annum equal to
0.035% per annum.



     (b) At any time prior to the 364-Day Initial Maturity Date, unless P&G shall have notified the
Agent in writing on or before 9:00 A.M. (New York City time) on the Business Day immediately
preceding the last day of each March, June, September and December and the final Termination Date,
that it will pay, in cash, the Facility Fees that are due and payable by it on such date, the
Lenders will be deemed to have made Tranche A Advances and/or Tranche B Advances, as appropriate,
on such date in an amount equal to the Facility Fees that would otherwise be due and payable on
such date, in each case which Revolving Credit Advance, unless P&G has otherwise notified the Agent
in writing on or before such Business Day, shall be a Eurocurrency Rate Advance denominated in
Dollars (or the Equivalent in any other Optional Currency thereof) having an initial Interest
Period of one week. Each Revolving Credit Advance made pursuant to this Section 2.04(b) shall be
deemed to have made pursuant to the Commitments and shall be subject to the limitations that the
aggregate outstanding principal amount of the Tranche A Advances may at no time exceed the amount
of the Tranche A Facility then in effect and the aggregate outstanding principal amount of the Tranche B Advances may at no time exceed the
amount of the Tranche B Facility then in effect.



     SECTION 2.05 Termination or Reduction of the Commitments.



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     (a) Optional. P&G shall have the right, upon at least three Business Days’ notice to
the Agent, to terminate in whole or reduce in part the Unused Tranche A Commitments or the Unused
Tranche B Commitments of the Lenders; provided that each partial reduction shall be in the
aggregate amount of $10,000,000; and provided, further, that P&G, in its sole discretion, may elect
to effect such termination or reduction on a non-ratable basis with respect to the Unused Tranche A
Commitments or the Unused Tranche B Commitments of one or more Lenders that are Affiliates of a
Borrower (it being understood that such termination or reduction shall be on a ratable basis as to
all other Lenders).



     (b) Mandatory. The Commitments of each Lender shall automatically terminate on the
Termination Date applicable to such Lender.



     SECTION 2.06 Repayment of Advances.



     (a) Revolving Credit Advances. Each Borrower shall repay to the Agent for the ratable
account of each Lender on the Termination Date applicable to such Lender the aggregate principal
amount of all Revolving Credit Advances made by such Lender to it that are then outstanding.



     (b) Repayment of Competitive Bid Advances. Each Borrower shall repay to the Agent,
for the account of each Lender that has made a Competitive Bid Advance, the aggregate outstanding
principal amount of each Competitive Bid Advance made to such Borrower and owing to such Lender on
the earlier of (i) the maturity date therefor, in the case of any such Competitive Bid Advance that
is a Fixed Advance, or the last day of the Interest Period therefor, in the case of any such
Competitive Bid Advance that is a Eurocurrency Rate Advance, in each case as specified in the
related Notice of Competitive Bid Borrowing delivered pursuant to Section 2.03(a)(i) and, if
applicable, provided in the Competitive Bid Note evidencing such Competitive Bid Advance, and (ii)
the final Termination Date.



     SECTION 2.07 Interest on Revolving Credit Advances.



     (a) Scheduled Interest. Subject to the provisions of Section 2.07(c), each Borrower
shall pay interest on the unpaid principal amount of each Revolving Credit Advance made to it that
is owing to each Lender from the date of such Revolving Credit Advance until such principal amount
shall be paid in full, at the following rates per annum:




     (i) Base Rate Advances. During such periods as such Revolving Credit Advance
is a Base Rate Advance, a rate per annum equal at all times to the sum of (A) the Base Rate
in effect from time to time plus (B) the Applicable Margin for Base Rate Advances, payable
in arrears on each Interest Payment Date with respect to such Base Rate Advance.




     (ii) Eurocurrency Rate Advances. During such periods as such Revolving Credit
Advance is a Eurocurrency Rate Advance, a rate per annum equal at all times during each
Interest Period for such Advance to the sum of (A) the Eurocurrency Rate for such Interest
Period for such Advance plus (B) the Applicable Margin for Eurocurrency Rate Advances,
payable in arrears on each Interest Payment Date with respect to such Eurocurrency Rate
Advance.



     (b) Default Interest. Each Borrower shall pay interest on:




     (i) any portion of the unpaid principal amount of each Revolving Credit Advance made to
it that is owing to each Lender that is not paid when due, from the date such amount shall
be due until such amount shall be paid in full, payable in arrears on the date such amount
shall be paid in full and on demand, at a rate per annum equal at all times to 2% per annum
above the rate



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per annum required to be paid on such Revolving Credit Advance pursuant to
clause (a)(i) or (a)(ii) above, as the case may be;




     (ii) any portion of the unpaid principal amount of each Competitive Bid Advance made to
such Borrower and owing to any Lender, payable in arrears on the date or dates interest is
payable on such Competitive Bid Advance, at a rate per annum equal at all times to 2% per
annum above the rate per annum required to be paid on such Competitive Bid Advance in the
offer made by such Lender pursuant to Section 2.03(a)(ii) and accepted by such Borrower
under Section 2.03(a)(v); and




     (iii) to the fullest extent permitted by law, the amount of any interest, fee or other
amount payable hereunder that is not paid when due, from the date such amount shall be due
until such amount shall be paid in full, payable in arrears on the date such amount shall be
paid in full and on demand, at a rate per annum equal at all times to 2% per annum above the
rate per annum required to be paid on Base Rate Advances pursuant to clause (a)(i) above.



     (c) Capitalization of Interest. Unless the appropriate Borrower has notified the Agent
in writing on or before 9:00 A.M. (New York City time) on the Business Day immediately preceding
the relevant Interest Payment Date or date of a prepayment pursuant to Section 2.10(b)(i), that it
will pay, in cash, the interest applicable to any Revolving Credit Advance that is due and payable
by it on such Interest Payment Date in accordance with Section 2.07(a) or on such prepayment date
in accordance with Section 2.10(b)(i), as applicable, the Lenders will be deemed to have made
Tranche A Advances and/or Tranche B Advances, as appropriate, on such Interest Payment Date or
prepayment date, as applicable, in an amount equal to the aggregate amount of interest that would
otherwise be due and payable on such date, which Revolving Credit Advances shall, unless such
Borrower has otherwise notified the Agent in writing on or before such Business Day, (i) be of the
same Type and Optional Currency as the Advance (the “Reference Advance”) in respect of
which such interest shall have accrued (in each case after giving effect to any Conversion of the
Reference Advance on such Interest Payment Date), and (ii) if such Revolving Credit Advance is a
Eurocurrency Rate Advance, have an initial Interest Period of the same duration as the Interest
Period commencing on such Interest Payment Date with respect to the Reference Advance, provided,
however, notwithstanding anything herein to the contrary, the appropriate Borrower shall pay in
cash all accrued and unpaid interest on (x) Base Rate Advances made after the 364-Day Initial
Maturity Date and (y) Eurocurrency Rate Advances the Interest Periods with respect to which have
commenced after the 364-Day Initial Maturity Date. Each Revolving Credit Advance made pursuant to
this Section 2.07(c) shall be deemed to have been made pursuant to the Commitments and shall be
subject to the limitations that the aggregate outstanding principal amount of the Tranche A
Advances may at no time exceed the amount of the Tranche A Facility then in effect and the
aggregate outstanding principal amount of the Tranche B Advances may at no time exceed the amount
of the Tranche B Facility then in effect.



     SECTION 2.08 Interest Rate Determination.



     (a) Each Reference Bank agrees to furnish to the Agent timely information for the purpose of
determining each Eurocurrency Rate. If any one or more of the Reference Banks shall not furnish
such timely information to the Agent for the purpose of determining any such interest rate, the
Agent shall determine such interest rate on the basis of timely information furnished by the
remaining Reference Banks. The Agent shall give prompt notice to each of the Borrowers and the
Lenders of the applicable interest rate determined by the Agent for purposes of Section 2.07(a)(i) or 2.07(a)(ii), and
the rate, if any, furnished by each Reference Bank for the purpose of determining the interest rate
under Section 2.07(a)(ii).



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     (b) If, with respect to any Eurocurrency Rate Advances, the Required Lenders in good faith
notify the Agent that the Eurocurrency Rate for any Interest Period for such Advances will not
adequately reflect the cost to such Required Lenders of making, funding or maintaining their
respective Eurocurrency Rate Advances for such Interest Period, the Agent shall forthwith so notify
each of the Borrowers and the Lenders, whereupon (i)(A) each Eurocurrency Rate Advance denominated
in Dollars will automatically Convert into Base Rate Advances, and (B) each Eurocurrency Rate
Advance denominated in any Optional Currency will automatically be exchanged for an Equivalent of
Dollars and Convert into Base Rate Advances, and (ii) the obligation of the Lenders to make, or to
Convert Advances into, Eurocurrency Rate Advances shall be suspended until the Agent shall notify
each of the Borrowers and the Lenders that the circumstances causing such suspension no longer
exist.



     (c) If any Borrower shall fail to select the duration of any Interest Period for any
Eurocurrency Rate Advances in accordance with the provisions contained in the definition of
“Interest Period” in Section 1.01, the Agent will forthwith so notify each of the Borrowers
and the Lenders and such Advances will automatically, on the last day of the then existing Interest
Period therefor, Convert into Eurocurrency Rate Advances denominated in the same Optional Currency
and having an Interest Period of one week.



     (d) On the date on which the aggregate unpaid principal amount of Eurocurrency Rate Advances
comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than
$10,000,000 (or the Equivalent in any other Optional Currency thereof), such Advances shall
automatically (i) if such Eurocurrency Rate Advances are denominated in Dollars, Convert into Base
Rate Advances and (ii) if such Eurocurrency Rate Advances are denominated in any other Optional
Currency, be exchanged for an Equivalent amount of Dollars and Convert into Base Rate Advances.



     (e) Upon the occurrence and during the continuance of any Event of Default, (i) each
Eurocurrency Rate Advance will, upon the written request of the Agent (at the request of the
Required Lenders), on the last day of the then existing Interest Period therefor, (A) if such
Eurocurrency Rate Advance is denominated in Dollars, be Converted into a Base Rate Advance and (B)
if such Eurocurrency Rate Advance is denominated in any other Optional Currency, be exchanged for
an Equivalent amount of Dollars and be Converted into a Base Rate Advance and (ii) the obligation
of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended.



     (f) If either, with respect to Eurocurrency Rate Advances denominated in Dollars, the Reuters
Screen LIBOR01 Page, or, with respect to Eurocurrency Rate Advances denominated in any other
Optional Currency, the Reuters Screen LIBOR01 Page, is unavailable and, in each such case, fewer
than two Reference Banks furnish timely information to the Agent for determining the applicable
Eurocurrency Rate,




     (i) the Agent shall forthwith notify the applicable Borrower and the Lenders that the
interest rate cannot be determined for such Eurocurrency Rate Advances,




     (ii) each such Advance will automatically, on the last day of the then existing
Interest Period therefor, (A) if such Eurocurrency Rate Advance is denominated in Dollars,
Convert into a Base Rate Advance and (B) if such Eurocurrency Rate Advance is denominated in
any Optional Currency, be prepaid by the applicable Borrower or be automatically exchanged
for an Equivalent amount of Dollars and be Converted into a Base Rate Advance (or if such Advance is then
a Base Rate Advance, will continue as a Base Rate Advance), and



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     (iii) the obligation of the Lenders to make Eurocurrency Rate Advances or to Convert
Advances into Eurocurrency Rate Advances shall be suspended until the Agent shall notify
each of the Borrowers and the Lenders that the circumstances causing such suspension no
longer exist.



     SECTION 2.09 Optional Conversion of Advances.



     Any Borrower may subject to the provisions of Sections 2.08 and 2.12, Convert all or any
portion of Revolving Credit Advances under the same Facility of one Type made to it and comprising
the same Borrowing into Advances of the other Type; provided, however, that (a) any such Conversion
of (i) Base Rate Advances into Eurocurrency Advances denominated in Dollars or of Eurocurrency
Advances of one Interest Period into Eurocurrency Advances denominated in Dollars and of another
Interested Period shall be made on notice received no later than 9:00 A.M. (New York City time) on
the Business Day immediately preceding the date of the proposed Conversion, or (ii) in all other
cases, shall be made on notice received no later than 9:00 A.M. (New York City time) on the
Business Day of the proposed Conversion, (b) in the case of any Conversion of Eurocurrency Rate
Advances denominated in Dollars into Base Rate Advances other than on the last day of an Interest
Period therefor, the Borrower requesting such Conversion shall be obligated to reimburse the
Lenders in respect thereof pursuant to Section 8.04(c), and (c) any Conversion of Base Rate
Advances into Eurocurrency Rate Advances shall be in an amount not less than $10,000,000. Each
such notice of a Conversion shall, within the restrictions specified above, specify (i) the date of
such Conversion, (ii) whether the Advances to be Converted are Tranche A Advances or Tranche B
Advances, (iii) the Advances to be Converted, and (iv) if such Conversion is into Eurocurrency Rate
Advances, the duration of the initial Interest Period for each such Advance. Each notice of
Conversion shall be irrevocable and binding on the Borrower giving such notice.



     SECTION 2.10 Prepayments.



     (a) Optional. Each Borrower may, upon at least three Business Days notice to the
Agent in the case of any Revolving Credit Borrowing comprised of Eurocurrency Rate Advances and one
Business Day’s notice to the Agent in the case of any Revolving Credit Borrowing comprised of Base
Rate Advances, in each case stating the proposed date and aggregate principal amount of the
prepayment, and if such notice is given such Borrower shall, prepay the outstanding principal
amount of the Tranche A Advances or the Tranche B Advances comprising part of the same Borrowing in
whole or ratably in part, together with accrued interest to the date of such prepayment on the
principal amount prepaid; provided, however, that (i) each partial prepayment shall be in an
aggregate principal amount of at least $10,000,000 (or the Equivalent in any other Optional
Currency thereof), and (ii) in the event of any such prepayment of a Eurocurrency Rate Advance,
such Borrower shall be obligated to reimburse the Lenders in respect thereof pursuant to Section
8.04(c). No Borrower may prepay any Competitive Bid Advances other than in accordance with Section
2.03(d).



     (b) Mandatory. (i) If, on any date, the Agent notifies P&G that, on any Interest
Payment Date, the sum of (A) the aggregate principal amount of all Advances denominated in Dollars
plus (B) the Equivalent in Dollars (determined on the Business Day immediately preceding such
Interest Payment Date) of the aggregate principal amount of all Advances denominated in Optional
Currency other than Dollars then outstanding exceeds 110% of the aggregate Commitments of the
Lenders on such date, one or more of the Borrowers (as determined by P&G) shall, as soon as
practicable and in any event within five Business Days after receipt of such notice, subject to the
proviso to this sentence below, prepay the outstanding principal amount of any such Advances (which
may be, at P&G’s election, Tranche A Advances and/or Tranche B Advances) owing by such Borrowers in an aggregate amount sufficient
to reduce such sum to an amount not to exceed 100% of the aggregate Commitments of the Lenders on
such date (but with any interest accrued on the aggregate principal amount of Advances prepaid to
be payable



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as otherwise provided under Section 2.07(a)); provided, however, that if the aggregate
principal amount of Base Rate Advances outstanding at the time of such required prepayment is less
than the amount of such required prepayment, the portion of such required prepayment in excess of
the aggregate principal amount of Base Rate Advances then outstanding shall be deferred until the
earliest to occur of the last day of the Interest Period of the outstanding Eurocurrency Rate
Advances in an aggregate amount equal to the excess of such required prepayment. The Agent shall
give prompt notice of any prepayment required under this Section 2.10(b)(i) to each of the
Borrowers and the Lenders, and shall provide prompt notice to each of the Borrowers of any such
notice of required prepayment received by it from any Lender.





     (ii) On each Business Day, the Borrowers shall repay (A) the outstanding Tranche A
Advances by an amount equal to the excess of the outstanding principal amount of the Tranche
A Advances over the aggregate Tranche A Commitments after giving effect to any reduction of
the Tranche A Commitments pursuant to Section 2.05 on the immediately preceding Business Day
and (B) the outstanding Tranche B Advances by an amount equal to the excess of the
outstanding principal amount of the Tranche B Advances over the aggregate Tranche B
Commitments after giving effect to any reduction of the Tranche B Commitments pursuant to
Section 2.05 on the immediately preceding Business Day.



     SECTION 2.11 Increased Costs.



     (a) If, due to either (i) the introduction of or any change in or in the interpretation of any
law or regulation enacted or issued after the date of this Agreement or (ii) the compliance with
any guideline or request from any central bank or other governmental authority (whether or not
having the force of law) issued after the date of this Agreement, there shall be any material
increase in the cost to any Lender of agreeing to make or making, funding or maintaining
Eurocurrency Rate Advances (excluding for purposes of this Section 2.11 any such increased costs
resulting from (i) Taxes (as to which Section 2.14 shall govern) or (ii) changes in the basis of
taxation of overall net income or overall gross income by the United States or by the foreign
jurisdiction, state or any political subdivision thereof under the laws of which such Lender has
any present or former connection, then one or more of the Borrowers shall from time to time, within
30 days of written demand by such Lender (with a copy of such demand to the Agent), pay to the
Agent for the account of such Lender additional amounts sufficient to compensate such Lender for
such increased cost. A certificate as to the amount of such increased cost in reasonable detail
and stating the basis upon which such amount has been calculated and certifying that such Lender’s
method of allocating such costs is fair and reasonable and that such Lender’s demand for payment of
such costs hereunder is not inconsistent with its treatment of other borrowers which, as a credit
matter, are similarly situated to P&G and which are subject to similar provisions, submitted to the
Borrowers and the Agent by such Lender, shall be conclusive and binding for all purposes, absent
error in the calculation of such amount.



     (b) If any Lender reasonably determines that compliance with any law or regulation enacted or
issued after the date of this Agreement, or any guideline or request from any central bank or other
governmental authority (whether or not having the force of law) issued after the date of this
Agreement, affects or would affect the amount of capital required or expected to be maintained by
such Lender or any corporation controlling such Lender and that the amount of such capital is
materially increased by or based upon the existence of such Lender’s commitment to lend hereunder
and other commitments of this type, then, within 30 days of written demand by such Lender (with a
copy of such demand to the Agent), one or more of the Borrowers shall pay to the Agent for the
account of such Lender, from time to time as specified by such Lender, additional amounts
sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such
increase in capital to be allocable to the existence of such Lender’s commitment to lend hereunder.
A certificate as to the amount of such increased cost in reasonable detail and stating the basis
upon which such amount



-24-









 




has been calculated and certifying that such Lender’s method of allocating
such costs is fair and reasonable and that such Lender’s demand for payment of such costs hereunder
is not inconsistent with its treatment of other borrowers which, as a credit matter, are similarly
situated to P&G and which are subject to similar provisions, submitted to the Borrowers and the
Agent by such Lender, shall be conclusive and binding for all purposes, absent error in the
calculation of such amount.




     (c) Before making any demand under this Section 2.11, each Lender agrees to use reasonable
efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a
different Applicable Lending Office if the making of such a designation would avoid the need for,
or reduce the amount of, such increased cost and would not, in the reasonable judgment of such
Lender, be otherwise disadvantageous to such Lender. Notwithstanding anything in subsection (a) or
(b) of this Section 2.11 to the contrary, no Borrower shall be obligated to compensate any Lender
for any amounts arising or accruing before the date which is 180 days prior to the date on which
such Lender provides written demand for such payment to such Borrower and the Agent under such
Sections.



     (d) If any Lender shall subsequently recoup any costs (other than from a Borrower) for which
such Lender has theretofore been compensated by a Borrower under this Section 2.11, such Lender
shall remit to such Borrower an amount equal to the amount of such recoupment.



     (e) If any Lender entitled to additional compensation under any of the foregoing provisions of
this Section 2.11 shall fail to designate a different Applicable Lending Office that avoids the
need for additional compensation as provided in this Section 2.11, then P&G may cause such Lender
to (and, if P&G so demands, such Lender or the Agent shall) assign all of its rights and
obligations under this Agreement to one or more other Persons identified by any Borrower in the
manner provided in Section 8.11.



     SECTION 2.12 Illegality.



     Notwithstanding any other provision of this Agreement, if any Lender shall notify the Agent
that the introduction of or any change in or in the interpretation of any law or regulation makes
it unlawful, or any central bank or other governmental authority asserts that it is unlawful, for
any Lender or its Eurocurrency Lending Office to perform its obligations hereunder to make
Eurocurrency Rate Advances in Dollars or any other Optional Currency or to fund or maintain
Eurocurrency Rate Advances in Dollars or any other Optional Currency hereunder, (a) each
Eurocurrency Rate Advance, as the case may be, will automatically, upon such demand, (i) if such
Eurocurrency Rate Advance is denominated in Dollars, Convert into a Base Rate Advance and (ii) if
such Eurocurrency Rate Advance is denominated in any other Currency, be exchanged for an Equivalent
amount of Dollars and Convert into a Base Rate Advance, and (b) the obligation of the Lenders to
make Eurocurrency Rate Advances or to Convert Advances into Eurocurrency Rate Advances shall be
suspended until the Agent shall notify each of the Borrowers and the Lenders that the circumstances
causing such suspension no longer exist; provided, however, that before making any such demand,
each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and
regulatory restrictions) to designate a different Eurocurrency Lending Office if the making of such
a designation would allow such Lender or its Eurocurrency Lending Office to continue to perform its
obligations to make Eurocurrency Rate Advances or to continue to fund or maintain Eurocurrency Rate
Advances and would not, in the judgment of such Lender, be otherwise disadvantageous to such
Lender.



     SECTION 2.13 Payments and Computations.



     (a) Each Borrower shall make each payment hereunder and under the Notes, if any, irrespective
of any right of counterclaim or set-off, with respect to principal of, interest on, and other



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amounts relating to, Advances denominated in Dollars, not later than 1:00 P.M. (New York City time)
on the day when due in Dollars to the Agent, by deposit of such funds to the applicable Agent’s
Account in same day funds. Each Borrower shall make each payment hereunder and under the Notes, if
any, irrespective of any right of counterclaim or set-off, with respect to principal of, interest
on, and other amounts relating to, Advances denominated in any Optional Currency (other than
Dollars), not later than 1:00 P.M. (London time) on the day when due in such Optional Currency
(other than Dollars) to the Agent, by deposit of such funds to the applicable Agent’s Account in
same day funds. The Agent will promptly thereafter cause to be distributed like funds relating to
the payment of principal or interest or facility fees ratably (other than amounts payable pursuant
to Section 2.03, 2.11, 2.14 or 8.04(c)) to the Lenders for the account of their respective
Applicable Lending Offices, and like funds relating to the payment of any other amount payable to
any Lender to such Lender for the account of its Applicable Lending Office, in each case to be
applied in accordance with the terms of this Agreement. Upon any Assuming Lender becoming a Lender
hereunder as a result of a Commitment Increase pursuant to Section 2.20 or an extension of the
Termination Date pursuant to Section 2.21, and upon the Agent’s receipt of such Lender’s Assumption
Agreement and recording of the information contained therein in the Register, from and after the
applicable Increase Date or Extension Date, as the case may be, the Agent shall make all payments
hereunder and under any Notes issued in connection therewith in respect of the interest assumed
thereby by the Assuming Lender. Upon its acceptance of an Assignment and Acceptance or the
effective date of the exercise of the call rights in Section 2.18 or the put rights in Section
2.19, as the case may be, and, in any such case, its recording of the information contained therein
or relating thereto in the Register pursuant to Section 8.07(c), from and after the effective date
specified in such Assignment and Acceptance or the applicable notice delivered pursuant to Section
2.18 or Section 2.19, as applicable, the Agent shall make all payments hereunder and under the
Notes, if any, in respect of the interest assigned thereby to the Lender assignee thereunder, and
the parties to such Assignment and Acceptance shall make all appropriate adjustments in such
payments for periods prior to such effective date directly between themselves.




     (b) All computations of interest based on the Base Rate shall be made by the Agent on the
basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on
the Eurocurrency Rate or the Federal Funds Rate and of facility fees shall be made by the Agent or
the Sub-Agent, as the case may be, on the basis of a year of 360 days, in each case for the actual
number of days (including the first day but excluding the last day) occurring in the period for
which such interest or facility fees are payable. Each determination by the Agent of an interest
rate hereunder shall be conclusive and binding for all purposes, absent manifest error.



     (c) Whenever any payment hereunder or under the Notes, if any, shall be stated to be due on a
day other than a Business Day, such payment shall be made on the next succeeding Business Day, and
such extension of time shall in such case be included in the computation of payment of interest or
facility fee, as the case may be; provided, however, that, if such extension would cause payment of
interest on or principal of Eurocurrency Rate Advances to be made in the next following calendar
month, such payment shall be made on the next preceding Business Day.



     (d) Unless the Agent or the Sub-Agent, as the case may be, shall have received notice from the
appropriate Borrower prior to the date on which any payment is due to the Lenders hereunder that
such Borrower will not make such payment in full, the Agent or the Sub-Agent, as the case may be,
may assume that such Borrower has made such payment in full to the Agent or to the Sub-Agent, as
the case may be, on such date, and the Agent or the Sub-Agent, as the case may be, may, in reliance
upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the
amount then due such Lender. If and to the extent such Borrower shall not have so made such
payment in full to the Agent or to the Sub-Agent, as the case may be, each Lender shall repay to
the Agent or to the Sub-Agent, as the case may be, forthwith on demand such amount distributed to
such Lender, together with interest



-26-









 




thereon, for each day from the date such amount is distributed
to such Lender until the date such Lender repays such amount to the Agent or to the Sub-Agent, as
the case may be, at (i) the Federal Funds Rate, in the case of Advances denominated in Dollars, or
(ii) the cost of funds incurred by the Sub-Agent, in respect of such amount in the case of Advances
denominated in any other Optional Currency.




     SECTION 2.14 Taxes.



     (a) Each Borrower (including for purposes of this Section 2.14 P&G in its capacity as
guarantor) shall only be required to pay or reimburse any Lender or the Agent for present or future
taxes, levies, imposts, deductions, withholdings or other governmental charges arising from or in
connection with any payments made by any Borrower under this Agreement or any of the other Loan
Documents, or any liabilities with respect to the foregoing (collectively, “Taxes”), other
than Excluded Taxes. If any Borrower shall be required by law to deduct any Taxes from or in
respect of any sum payable hereunder or under any of the other Loan Documents to any Lender or the
Agent, (i) such Borrower shall make such deductions in respect of Taxes, (ii) such Borrower shall
pay the full amount deducted in respect of Taxes to the relevant taxation authority or other
governmental or regulatory authority in accordance with applicable law, and (iii) to the extent
there is an increase in any Taxes (other than Excluded Taxes) imposed on such Lender or the Agent
as a result of this Agreement or any of the other Loan Documents (such increased amount being the
“Non-Excluded Taxes” of such Lender or the Agent), the sum payable by such Borrower shall
be increased as may be necessary so that after making all required deductions of Non-Excluded Taxes
such Lender or the Agent (as the case may be) receives an amount equal to the sum it would have
received had no such deductions been made in respect of Non-Excluded Taxes. Within 30 days after
the date of any payment of Non-Excluded Taxes by any Borrower, such Borrower shall furnish to the
Agent, at its address referred to in Section 8.02, the original or a copy of a receipt evidencing
such payment. For purposes of this Section 2.14, the term “Change in Law” shall mean the adoption
of any law, rule, regulation, court decision or precedential administrative guidance after the date
of this Agreement.



     (b) Each of the Borrowers shall indemnify each Lender and the Agent for, and hold each of them
harmless against, the full amount of Non-Excluded Taxes paid by such Lender or the Agent, as the
case may be. This indemnification shall be made within 90 days from the date on which such Lender
or the Agent, as the case may be, makes written demand therefor and provides adequate documentary
evidence of payment thereof.



     (c) Each Lender and the Agent shall deliver or cause to be delivered to any requesting
Borrower required to withhold under Section 1441 or 1442 or comply with any information reporting
or backup withholding requirements of the U.S. Internal Revenue Code of 1986, as amended, or the
regulations thereunder, the following properly completed and duly executed documents:




     (i) if such Lender or the Agent is not a United States Person, a complete and executed
(A) U.S. Internal Revenue Form W-8BEN with Part II completed in which Lender claims and
validly establishes the benefits of a tax treaty with the United States providing for a zero
or reduced rate of withholding (or any successor forms thereto), including all appropriate
attachments, or (B) a U.S. Internal Revenue Service Form W-8ECI (or any successor forms
thereto);




     (ii) if such Lender or the Agent is a natural person, a complete and executed (A) U.S.
Internal Revenue Service Form W-8BEN (or any successor forms thereto) and a certificate, in
substantially the form of Exhibit E hereto (a “Section 2.14 Certificate”),
or (B) U.S. Internal Revenue Service Form W-9 (or any successor forms thereto);



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     (iii) if such Lender or the Agent is organized under the laws of the United States, any
State thereof, or the District of Columbia, (A) a complete and executed U.S. Internal
Revenue Service Form W-9 (or any successor forms thereto), including all appropriate
attachments, or (B) if such Person is disregarded for federal income tax purposes, the
documents that would be required under this clause (iii) or clause (i), (ii), (iv), (v) or
(vi) of this Section 2.14(c) with respect to its beneficial owner as if such beneficial
owner were a Lender;




     (iv) if such Lender or the Agent (A) is not organized under the laws of the United
States, any State thereof, or the District of Columbia and (B) is treated as a corporation
for U.S. federal income tax purposes, a complete and executed U.S. Internal Revenue Service
Form W-8BEN establishing a zero rate of withholding (or any successor forms thereto) and a
Section 2.14 Certificate;




     (v) if such Lender or the Agent (A) is treated as a partnership or other non-corporate
entity, and (B) is not organized under the laws of the United States, any State thereof, or
the District of Columbia, (1) a complete and executed U.S. Internal Revenue Service Form
W-8IMY (or any successor forms thereto), including all required documents and attachments,
and (2) a Section 2.14 Certificate, and, without duplication, with respect to each of its
beneficial owners and the beneficial owners of such beneficial owners looking through chains
of owners to individuals or entities that are treated as corporations for U.S. federal
income tax purposes (all such owners, the “beneficial owners”), the documents that
would be required by this clause (v) and/or clause (i), (ii), (iii), (iv) and/or clause (vi)
of this Section 2.14(c) with respect to each such beneficial owner if such beneficial owner
were Lender, provided, however, that no such documents will be required with respect to a
beneficial owner to the extent the actual Lender or the Agent is determined to be in
compliance with the requirements for certification on behalf of its beneficial owner as may
be provided in applicable U.S. Treasury Regulations, or the requirements of this clause (v)
are otherwise determined to be unnecessary (all such determinations under this clause (v) to
be made in the sole discretion of P&G); or




     (vi) (A) if such Lender or the Agent is disregarded for U.S. federal income tax
purposes, such Person shall deliver the document that would be required by this clause (vi),
or by clause (i), (ii), (iii), (iv), or (v) of Section 2.14(c) with respect to its sole
owner as if such sole owner were such Lender or the Agent, or (B) if such Lender or the
Agent is not a United States person and is acting in the capacity as an “intermediary” (as
defined in U.S. Treasury Regulations), (1) a complete and executed U.S. Internal Revenue
Service Form W-8IMY (or any successor form thereto), including all required documents and
attachments, and (2) if such intermediary is a “non-qualified intermediary” (as defined in
U.S. Treasury Regulations), from each person on whose behalf the “non-qualified
intermediary” is acting, the documents that would be required by clause (i), (ii), (iii),
(iv), (v) or this clause (vi) of Section 2.14(c) with respect to each such Person as if each
such Person were Lender.


In addition, each Lender or the Agent, shall provide any requesting Borrower with such other forms,
certificates and other documentation as may be necessary or appropriate to obtain any reduction of
or exemption from any withholding or other Tax imposed by any governmental authority on payments
made by such Borrower under any Loan Document. Each Lender and the Agent shall provide the
appropriate forms, certificates and other documentation described in this Section 2.14(c) (x) prior
to becoming a party to this Agreement; (y) upon a Change in Law or circumstances requiring or making appropriate a new
or additional form, certificate or other documentation; and (z) whenever reasonably requested by
any of the Borrowers or the Agent. If the forms referred to above in this Section 2.14(c) that are
provided by a Lender indicate a withholding tax rate in excess of zero on payments under this
Agreement to be received by such Lender from a Borrower organized in a Covered Jurisdiction, unless
and to the extent attributable



-28-









 






to a Change in Law, such withholding tax at such rate shall be
treated as Excluded Taxes unless and until such Lender provides all such forms, duly completed and
delivered, establishing that a lesser rate applies, whereupon such withholding tax at such lesser
rate shall be considered Excluded Taxes solely for the periods governed by such form. If the forms
referred to above in this Section 2.14(c) that are provided by a Lender indicate a withholding tax
rate in excess of zero on payments under this Agreement to be received by such Lender from a
Borrower that is not organized in a Covered Jurisdiction, such withholding tax at such rate shall
be considered Non-Excluded Taxes. If, on the date a Lender assigns all or a portion of its
commitments under this Agreement, such Lender assignor was entitled to additional amounts under
Section 2.14(a), then the related Lender assignee shall be entitled to additional amounts solely to
the extent that amounts payable to such Lender assignee are themselves subject to a withholding tax
imposed as a direct result of a Change in Law occurring after the date on which the Lender assignor
became a party to this Agreement. Any additional Taxes imposed on any Lender as a direct result of
a change in the Applicable Lending Office of such Lender shall be considered Excluded Taxes except
to the extent that (I) any such additional Non-Excluded Taxes are imposed as a result of a Change
in Law occurring after the date of change of its Applicable Lending Office, or (II) such change is
made at the request of P&G in which case the additional Non-Excluded Taxes shall be treated as
Non-Excluded Taxes imposed by reason of a Change in Law and indemnified pursuant to subsection (a)
above.




     (d) Should any Lender or the Agent become subject to Taxes because of its failure to deliver a
form required hereunder, the appropriate Borrower shall, at the Agent’s or such Lender’s sole
expense, take such steps (consistent with legal and regulatory restrictions) as such Lender or the
Agent shall reasonably request to assist such Person in recovering such Taxes from the proper
governmental or regulatory authority. However, none of the Borrowers will be required to take any
action that would be inadvisable or overly burdensome.



     (e) Each Lender and the Agent hereby agrees that, upon the occurrence of any circumstances
entitling such Person to any additional amounts under Section 2.14(a) or to indemnification under
Section 2.14(b), such Lender or the Agent shall use its best efforts (consistent with its internal
policy and legal and regulatory restrictions), at its own expense, to designate a different
Applicable Lending Office if the making of such a change would avoid the need for, or reduce the
amount of, any such additional amounts or indemnification that may thereafter accrue.



     (f) If any Lender or the Agent entitled to additional compensation under any of the foregoing
provisions of this Section 2.14 shall fail to designate a different Applicable Lending Office that
avoids the need for additional compensation as provided in Section 2.14, then P&G may cause such
Lender or the Agent to (and, if P&G so demands, such Lender or the Agent shall) assign all of its
rights and obligations under this Agreement to one or more other Persons identified by any Borrower
in the manner provided in Section 8.11.



     (g) If any Lender or the Agent determines that it has received a refund of or credit against
any Taxes as to which it has been indemnified by any Borrower or with respect to which any Borrower
has paid additional amounts pursuant to this Section 2.14, it shall pay over such refund or credit
to Borrower (but only to the extent of amounts paid by such Borrower under this Section 2.14), net
of all out-of-pocket expenses of such Lender or the Agent and without interest (other than any
interest paid by the relevant governmental or regulatory authority with respect to such refund or
credit); provided, however, that such Borrower, upon the request of such Lender or the Agent,
agrees to repay the amount paid over to such Borrower to such Lender or the Agent in the event such Lender or the Agent
is required to repay such refund to such governmental authority or such credit is subsequently
denied. Nothing in this Section 2.14(g) shall be deemed to require the Agent or any Lender to
provide copies of tax returns or other confidential tax information.



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     (i) Each Lender and the Agent shall take all actions reasonably requested by any Borrower to
assist such Borrower, at the sole expense of such Borrower, to recover from the relevant taxation
authority or other governmental authority any Taxes in respect of which amounts were paid by such
Borrower pursuant to Section 2.14(a) or Section 2.14(b).



     SECTION 2.15 Sharing of Payments, Etc.



     If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise
of any right of set-off, or otherwise) on account of the Revolving Credit Advances owing to it
(other than pursuant to Section 2.11, 2.14 or 8.04(c) or as payment to a Non-Consenting Lender on
the Termination Date applicable to it in accordance with Section 2.06) in excess of its ratable
share of payments on account of the Revolving Credit Advances or participations obtained by all the
Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the
Revolving Credit Advances owing to them as shall be necessary to cause such purchasing Lender to
share the excess payment ratably with each of them; provided, however, that if all or any portion
of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each
Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price
to the extent of such recovery together with an amount equal to such Lender’s ratable share
(according to the proportion of (i) the amount of such Lender’s required repayment to (ii) the
total amount so recovered from the purchasing Lender) of any interest or other amount paid or
payable by the purchasing Lender in respect of the total amount so recovered. Each of the
Borrowers agrees that any Lender so purchasing a participation from another Lender pursuant to this
Section 2.15 may, to the fullest extent permitted by law, exercise all its rights of payment
(including the right of set-off) with respect to such participation as fully as if such Lender were
the direct creditor of such Borrower in the amount of such participation.



     SECTION 2.16 Use of Proceeds.



     The proceeds of the Advances shall be available (and each Borrower agrees that it shall use
such proceeds) for general corporate purposes of P&G and its Subsidiaries, including to finance
acquisitions and providing backup liquidity to support the issuance of commercial paper.



     SECTION 2.17 Evidence of Debt.



     (a) Each Lender shall maintain in accordance with its usual practice an account or accounts
evidencing the indebtedness of each Borrower to such Lender resulting from each Advance owing to
such Lender from time to time, including the amounts of principal and interest payable and paid to
such Lender from time to time on account thereof. Each Borrower agrees that upon notice by any
Lender to such Borrower (with a copy of such notice to the Agent) to the effect that a promissory
note or other evidence of indebtedness is required or appropriate in order for such Lender to
evidence (whether for purposes of pledge, enforcement or otherwise) the Revolving Credit Advances
owing to, or to be made by, such Lender, such Borrower shall promptly execute and deliver to such
Lender promissory notes of such Borrower payable to the order of such Lender, in substantially the
forms of Exhibit F-1 hereto (a “Tranche A Note”), and of Exhibit F-2 hereto
(a “Tranche B Note”), in a principal amount equal to the respective Tranche A Commitment
and Tranche B Commitment, respectively, of such Lender.



     (b) The Register maintained by the Agent pursuant to Section 8.07(d) shall include a control
account, and a subsidiary account for each Lender, in which accounts (taken together) shall be
recorded (i) the date and amount of each Borrowing made hereunder, the Type of Advances comprising
such Borrowing, whether such Advances are Tranche A Advances or Tranche B Advances and, if
appropriate, the Interest Period applicable thereto, (ii) the terms of each Assumption Agreement
and each Assignment and Acceptance delivered to and accepted by it, (iii) the amount of any
principal or interest due and



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payable or to become due and  payable from each Borrower to each
Lender hereunder and (iv) the amount of any sum received by the Agent from such Borrower hereunder
and each Lender’s share thereof.




     (c) Entries made in good faith by the Agent in the Register pursuant to subsection (b) above,
and by each Lender in its account or accounts pursuant to subsection (a) above, shall be prima
facie evidence of the amount of principal and interest due and payable or to become due and payable
from each Borrower to, in the case of the Register, each Lender and, in the case of such account or
accounts, such Lender, under this Agreement, absent manifest error; provided, however, that the
failure of the Agent or such Lender to make an entry, or any finding that an entry is incorrect, in
the Register or such account or accounts shall not limit or otherwise affect the obligations of any
Borrower under this Agreement.



     SECTION 2.18 Call Right of Affiliates.



     Any Affiliate of a Borrower may, at any time prior to the 364-Day Initial Maturity Date and
upon at least one Business Day’s notice to the Agent, state the proposed date and aggregate
principal amount of the purchase, and, if such notice is given, such Affiliate shall, purchase from
the Lenders at par the outstanding principal amount of Tranche A Advances or Tranche B Advances
comprising part of the same Borrowing in whole or in part, and assume from the Lenders Tranche A
Commitments or Tranche B Commitments, as the case may be, in an amount at least equal to the
principal amount of the Advances so purchased; provided that P&G, in its sole discretion, may elect
to effect such purchase on a non-ratable basis with respect to the Advances and Commitments under
the applicable Facility held by one or more Lenders that are Affiliates of a Borrower (it being
understood that such purchase shall be on a ratable basis as to all other Lenders). After giving
effect to each such purchase, the purchasing Affiliate shall be treated as a Lender to the extent
of the rights and obligations so purchased, except as otherwise expressly set forth herein. Each
purchase made pursuant to this Section 2.18 shall also be subject to Section 8.07(a).



     SECTION 2.19 Put Right of Affiliates.



     Any Lender that is an Affiliate of a Borrower shall be entitled, at any time prior to the
364-Day Initial Maturity Date and upon at least two Business Day’s notice to the Agent, to sell and
assign to the other Lenders, and each of the Lenders irrevocably agrees to purchase, at par all or
a portion of the outstanding Tranche A Advances or Tranche B Advances owing to such Affiliate of
the Borrower, and to assign to the other Lenders Tranche A Commitments or Tranche B Commitments, as
the case may be, in an amount at least equal to the principal amount of the Advances so sold and
assigned; provided that each such sale and assignment shall be made to the other Lenders (based on
their respective Commitments under the applicable Facility); provided, further, that P&G, in its
sole discretion, may elect to effect such sale and assignment on a non-ratable basis with respect
to the Advances and Commitments under the applicable Facility held by one or more Lenders that are
Affiliates of a Borrower (it being understood that such sale and assignment shall be on a ratable
basis as to all other Lenders). Any notice delivered by a Lender that is an Affiliate of a
Borrower pursuant to this Section 2.19 shall specify (i) the effective date of such sale and
assignment and (ii) the amount of Revolving Credit Advances under each Facility subject to each
such sale and assignment. After giving effect to each such sale and assignment, the selling
Affiliate shall cease to be a Lender to the extent of the right and obligations so sold and
assigned. On or promptly following the effective date of any sale and assignment pursuant to this
Section 2.19, the Agent shall notify the Lenders of the effective date thereof and shall distribute a revised Schedule II
hereto reflecting each such sale and assignment.



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     SECTION 2.20 Increase in the Facilities and Commitments.



     (a) P&G may from time to time, upon notice to the Agent (which, in turn, shall give prompt
notice to the Lenders), request an increase in the amount of the Tranche A Facility and/or the
Tranche B Facility by an aggregate amount of at least $20,000,000 or an integral multiple of
$10,000,000 in excess thereof (each a “Commitment Increase”), to be effective as of a date
that is at least 60 days prior to the Termination Date then in effect (the “Increase Date”)
as specified in the related notice to the Agent. The Agent shall promptly notify the Lenders and
such additional potential lenders as P&G may identify of a request by P&G for a Commitment
Increase, which notice shall include (i) the proposed amount of such requested Commitment Increase
and the Borrower(s) with respect to which all or any portion of such Commitment Increase shall
apply, (ii) the proposed Increase Date, (iii) whether the requested Commitment Increase shall
constitute an increase of the Tranche A Facility and/or the Tranche B Facility, and (iv) the date
by which Lenders and other potential lenders wishing to participate in the Commitment Increase must
commit thereto (the “Commitment Date”). Each Lender that is willing to participate in such
requested Commitment Increase (each an “Increasing Lender”) and each other potential lender
that agrees to participate in such requested Commitment Increase (each such potential lender, an
“Assuming Increasing Lender”) shall give written notice to the Agent on or prior to the
Commitment Date of the amount by which it is willing to participate in such Commitment Increase.
Any Lender that fails to respond within such time period shall be deemed to have declined to
increase its Commitment. The Agent shall notify P&G and each appropriate Lender of the Lenders’
responses to each request made hereunder.



     (b) If the Lenders and Assuming Increasing Lenders notify the Agent that they are willing to
participate in the requested Commitment Increase by an aggregate amount that exceeds the amount of
the requested Commitment Increase, the requested Commitment Increase shall be allocated among the
Lenders and such Assuming Increasing Lenders in such amounts as are agreed between P&G and the
Agent; provided, however, that the Commitment of each such Assuming Increasing Lender shall be in
an amount of at least $10,000,000. If the Lenders and other invited Persons do not agree to
increase the Facility by the amount requested by P&G pursuant to this Section 2.20, P&G may (i)
withdraw its request for an increase in its entirety or (ii) accept, in whole or in part, the
increases that have been offered. No other agreement or consent of the Lenders shall be required
to increase the amount of the Facility pursuant to this Section 2.20.



     (c) On each Increase Date, each Assuming Increasing Lender shall become a Lender party to this
Agreement as of such Increase Date with a Commitment in its offered amount (or by the amount
allocated to such Lender pursuant to the first sentence of Section 2.20(b) as of such Increase
Date) and the Commitment of each Increasing Lender for such requested Commitment Increase shall be
so increased by such amount (or by the amount allocated to such Lender pursuant to the first
sentence of Section 2.20(b) as of such Increase Date); provided, however, that the Agent shall have
received on or before such Increase Date the following, each dated such date:




     (i) an assumption agreement from each Assuming Increasing Lender, if any, in the form
of Exhibit G hereto (each an “Assumption Agreement”), duly executed by such
Assuming Increasing Lender, the Agent and P&G;




     (ii) confirmation from each Increasing Lender of the increase in the amount of its
Commitment in a writing satisfactory to P&G and the Agent; and




     (iii) certified copies of resolutions (or the equivalent thereof) of the Board of
Directors (or the appropriate committee or authorized individual(s) thereof) of each
Borrower for



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which the Commitment Increase applies approving the increase in the Commitment
and the corresponding modifications to this Agreement.


On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding
sentence of this Section 2.20(c), the Agent shall notify the Lenders (including, without
limitation, each Assuming Increasing Lender) and P&G, on or before 1:00 P.M. (New York City time),
by Email or telecopier, of the occurrence of the Commitment Increase to be effected on such
Increase Date and shall record in the Register the relevant information with respect to each
Increasing Lender and each Assuming Increasing Lender on such date. If any Base Rate Advances are
outstanding on the date of any Increase Date, the Agent shall give appropriate notice to the
Increasing Lenders and the Assuming Increasing Lenders to fund their respective Pro Rata Shares of
such outstanding Advances, and shall relocate such Advances among the Lenders so that after giving
effect to such reallocation, each Lender shall participate in each outstanding Revolving Credit
Borrowing ratably according to their respective Commitments. If any Eurocurrency Rate Advances are
outstanding on the date of any Increase Date (A) each Increasing Lender shall be deemed to have
purchased a participation in each such Eurocurrency Rate Advance in an amount such that, after
giving effect to such participations, each Lender shall participate in each outstanding
Eurocurrency Rate Borrowing ratably according to their respective Commitments and (B) the Agent
shall, on the last day of the applicable Interest Periods, give appropriate notice to the
Increasing Lenders and the Assuming Increasing Lenders to fund their respective Pro Rata Shares of
such outstanding Advances, and shall relocate such Advances among the Lenders so that, after giving
effect to such relocation, each Lender shall participate in such outstanding Eurocurrency Rate
Borrowing ratably according to their respective Commitments.




     SECTION 2.21 Extension of Termination Date.



     (a) P&G, by written notice to the Agent, may, not more than twice during the term of this
Agreement, request an extension of the scheduled Termination Date in effect at such time by one
year or two years (as selected by P&G) from its then scheduled expiration; provided that such
request is made at least 30 days, but not more than 60 days, prior to any of the first three
anniversaries (or, in the case of the second such request, the fourth or fifth anniversary) of this
Agreement (each such date, as appropriate, an “Anniversary Date”). The Agent shall
promptly notify each Lender of such request, and each Lender shall, in turn, in its sole
discretion, not earlier than 30 days but not later than 20 days prior to the Anniversary Date,
notify P&G and the Agent in writing as to whether such Lender will consent to such extension, such
notice to be in substantially the form of Exhibit H hereto. If any Lender shall fail to
notify the Agent and P&G in writing of its consent to any such request for extension of the
scheduled Termination Date at least 20 days prior to the Anniversary Date, such Lender shall be
deemed to be a Non-Consenting Lender with respect to such request. The Agent shall notify P&G in
writing not later than 15 days prior to the Anniversary Date of the decision of the Lenders
regarding P&G’s request for an extension of the scheduled Termination Date.



     (b) If all the Lenders consent in writing to any such request in accordance with subsection
(a) of this Section 2.21, the scheduled Termination Date in effect at such time shall, effective as
at the applicable Anniversary Date (the “Extension Date”), be extended for the one or
two-year period selected by P&G in its initial request; provided that on each Extension Date, no
Default shall have occurred and be continuing. If fewer than all of the Lenders consent in writing
to any such request in accordance with subsection (a) of this Section 2.21, the scheduled
Termination Date in effect at such time shall, effective as at the applicable Extension Date, be
extended as to those Lenders that so consented (each a “Consenting Lender”) but shall not
be extended as to any other Lender (each a “Non-Consenting Lender”). To the extent that
the scheduled Termination Date is not extended as to any Lender pursuant to this Section 2.21 and the Commitment of such Lender is not assumed in accordance with
subsection (c) of this Section 2.21 on or prior to the applicable Extension Date, the Commitment of
such Non-Consenting



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Lender shall automatically terminate in whole on such unextended Termination
Date without any further notice or other action by P&G, the Agent, such Lender or any other Person;
provided that such Non-Consenting Lender’s rights under Sections 2.11, 2.14 and 8.04, and its
obligations under Section 7.05, shall survive the scheduled Termination Date for such Lender as to
matters occurring prior to such date. It is understood and agreed that no Lender shall have any
obligation whatsoever to agree to any request made by P&G for any requested extension of the
Termination Date.




     (c) If fewer than all of the Lenders consent to any such request pursuant to subsection (a) of
this Section 2.21, the Agent shall promptly so notify the Consenting Lenders, and each Consenting
Lender may, in its sole discretion, give written notice to the Agent not later than 10 days prior
to the Anniversary Date of the amount of the Non-Consenting Lenders’ Commitments for which it is
willing to accept an assignment. If the Consenting Lenders notify the Agent that they are willing
to accept assignments of Commitments in an aggregate amount that exceeds the amount of the
Commitments of the Non-Consenting Lenders, such Commitments shall be allocated among the Consenting
Lenders willing to accept such assignments in such amounts as are agreed between P&G and the Agent.
If after giving effect to the assignments of Commitments described above there remain any
Commitments of Non-Consenting Lenders, P&G may arrange for one or more Consenting Lenders or other
Persons that agree to an extension of the Termination Date (each, an “Assuming Extending
Lender”) to assume, effective as of the Extension Date, any Non-Consenting Lender’s Commitment
and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising,
without expense to such Non-Consenting Lender; provided, however, that the amount of the Commitment
of any such Assuming Extending Lender as a result of such substitution shall in no event be less
than $10,000,000 unless the amount of the Commitment of such Non-Consenting Lender is less than
$10,000,000, in which case such Assuming Extending Lender shall assume all of such lesser amount;
and provided, further that:




     (i) any such Consenting Lender or Assuming Extending Lender shall have paid to such
Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and
unpaid to the effective date of the assignment on, the outstanding Advances, if any, of such
Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such
Non-Consenting Lender as of the effective date of such assignment; and




     (ii) all additional costs, reimbursements, expense reimbursements and indemnities
payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to
such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have
been paid to such Non-Consenting Lender.


At least one Business Day prior to any Extension Date, (A) each such Assuming Extending Lender that
was not a Lender prior to the Extension Date, if any, shall have delivered to P&G and the Agent an
Assignment and Acceptance, duly executed by such Assuming Extending Lender, such non-Consenting
Lender, P&G and the Agent, (B) any such Consenting Lender shall have delivered confirmation in
writing satisfactory to P&G and the Agent as to the increase in the amount of its Commitment, and
(C) each Non-Consenting Lender being replaced pursuant to this Section 2.21 shall have delivered to
the Agent any Note or Notes held by such Non-Consenting Lender. Upon the payment or prepayment of
all amounts referred to in subsections (i), (ii) and (iii) of this Section 2.21(c), each such
Consenting Lender or Assuming Extending Lender, as of the Extension Date, will be substituted for
such Non-Consenting Lender under this Agreement and shall be a Lender for all purposes of this
Agreement, without any further acknowledgment by or the consent of the other Lenders, and, except
as otherwise provided above, the obligations of each such Non-Consenting Lender hereunder shall, by
the provisions hereof, be released and discharged.




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     (d) This Section 2.21 shall supersede any provisions of this Agreement (including, without
limitation, Section 2.15 or 8.01) or any of the other Loan Documents to the contrary.



ARTICLE III




CONDITIONS TO EFFECTIVENESS AND LENDING




     SECTION 3.01 Conditions Precedent to Initial Borrowing.



     The initial Borrowing of Advances under this Agreement shall be made on and as of the first
date (the “Closing Date”) on which the following conditions precedent have been satisfied:



     (a) All amounts owing by the Initial Borrower under the Existing Credit Agreement shall have
been, or concurrently with the initial Borrowing hereunder shall be, paid in full, and all
commitments of the lenders thereunder shall have been, or concurrently with the initial Borrowing
hereunder shall be, terminated in accordance with the terms of the Existing Credit Agreement.



     (b) The Initial Borrower shall have paid all accrued fees and expenses of the Agent (including
reasonable fees and expenses of counsel to the Agent).



     (c) On the Closing Date, the Agent shall have received for the account of each Lender a
certificate signed by a duly authorized representative of the Initial Borrower, dated the Closing
Date, stating that:




     (i) The representations and warranties contained in Section 4.01 are correct in all
material respects on and as of the Closing Date, and




     (ii) No event has occurred and is continuing that constitutes a Default.



     (d) The Agent shall have received on or before the Closing Date the following, each dated such
date, in form and substance satisfactory to the Agent and in sufficient copies for each Lender:




     (i) Certified copies of each of the charter or other organizational documents of the
Initial Borrower and of resolutions of the Initial Borrower approving this Agreement and of
all documents evidencing other necessary corporate action with respect to this Agreement.




     (ii) A certificate of an authorized representative of the Initial Borrower certifying
the names and true signatures of the other authorized representatives of the Initial
Borrower authorized to sign this Agreement and the other documents to be delivered
hereunder.




     (iii) [Intentionally Omitted].




     (iv) Favorable written opinions of counsel for the Initial Borrower, in the form of (A)
Exhibit C-1 hereto from Luxembourg counsel to the Initial Borrower, (B) Exhibit
C-2 hereto from the Initial Borrower’s special counsel, and (C) Exhibit C-3
hereto from Cadwalader, Wickersham & Taft LLP, special counsel to the Initial Borrower.




     (v) A favorable opinion of Shearman & Sterling LLP, counsel for the Agent, in form and
substance satisfactory to the Agent.



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     SECTION 3.02 Conditions Precedent to Each Borrowing.



     The obligation of each Lender to make any Advance on the occasion of each Borrowing (other
than any deemed Revolving Credit Borrowing pursuant to Section 2.04(b) or Section 2.07(c)) shall be
subject to the conditions precedent that:



     (a) on the date of such Borrowing the following statements shall be true (and each of the
giving of the applicable Notice of Revolving Credit Borrowing or Notice of Competitive Bid
Borrowing, as applicable, and the acceptance by any Borrower of the proceeds of such Borrowing
shall constitute a representation and warranty by the applicable Borrower that on the date of such
Borrowing such statements are true):




     (i) the representations and warranties of P&G and, if applicable, such Borrower
contained in Section 4.01 (except the representations set forth in subsection (e) thereof
and in subsection (f) thereof) are correct in all material respects on and as of the date of
such Borrowing, before and after giving effect to such Borrowing and to the application of
the proceeds therefrom, as though made on and as of such date; and




     (ii) no event has occurred and is continuing, or would result from such Borrowing or
from the application of the proceeds therefrom, that constitutes a Default; and



     (b) the Agent shall have received such other approvals, opinions or documents as the Required
Lenders through the Agent may reasonably request.



     SECTION 3.03 Determinations Under Section 3.01.



     For purposes of determining compliance with the conditions specified in Section 3.01, each
Lender shall be deemed to have consented to, approved or accepted or to be satisfied with each
document or other matter required thereunder to be consented to or approved by or acceptable or
satisfactory to the Lenders unless an officer of the Agent responsible for the transactions
contemplated by this Agreement shall have received notice from such Lender prior to the Closing
Date specifying its objection thereto.



ARTICLE IV




REPRESENTATIONS AND WARRANTIES




     SECTION 4.01 Representations and Warranties of the Borrowers.



     Each of the Borrowers represents and warrants as to itself as follows:



     (a) Such Borrower is a corporation, general partnership or limited liability company duly
organized, validly existing and in good standing under the laws of the jurisdiction of its
incorporation or formation and is duly qualified and in good standing in each jurisdiction wherein
the failure to so qualify would have a material adverse effect on the financial condition or
results of operations of such Borrower and its Subsidiaries, taken as a whole. Each of the
Subsidiaries of such Borrower is duly organized and validly existing under the laws of its
jurisdiction of incorporation or formation.



     (b) The execution, delivery and performance by such Borrower of each Loan Document to which it
is a party delivered hereunder, and the consummation of the transactions contemplated hereby, are
within their respective corporate or other similar organization powers, have been duly authorized
by all necessary corporate or other similar organization action, and do not contravene (i) their
respective



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charter, by-laws or other organizational documents or (ii) law or any material contractual
restriction binding on or affecting such Borrower.




     (c) No authorization or approval or other action by, and no notice to or filing with, any
governmental authority or regulatory body or any other third party is required for the due
execution, delivery and performance by such Borrower of this Agreement or any other Loan Document
to which it is a party, except for any such authorizations, approvals, actions, notices or filings
as have already been made or obtained and are in full force and effect.



     (d) This Agreement has been, and each other Loan Document when delivered hereunder will have
been, duly executed and delivered by such Borrower party thereto. This Agreement is, and each
other Loan Document to which it is a party when delivered hereunder will be, the legal, valid and
binding obligation of such Borrower, enforceable against it in accordance with their respective
terms.



     (e) Except as disclosed in writing to the Agent prior to the Closing Date, since December 31,
2006, there has been no Material Adverse Change.



     (f) There is no pending or overtly threatened action, suit, investigation, litigation or
proceeding affecting such Borrower or any of its Subsidiaries before any court, governmental agency
or arbitrator that could reasonably be expected to adversely affect the legality, validity or
enforceability of any Loan Document or the consummation of the transactions contemplated hereby.



     (g) Such Borrower is not engaged in the business of extending credit for the purpose of
purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of
Governors of the Federal Reserve System).



     (h) Following application of the proceeds of each Advance, not more than 25% of the value of
the assets (either of the Borrowers only or of the Borrowers and their Subsidiaries, taken as a
whole) subject to the provisions of Section 5.02(a) will be margin stock (within the meaning of
Regulation U issued by the Board of Governors of the Federal Reserve System).



     (i) All written information (other than financial information, projections, estimates and
other forward looking statements) heretofore furnished by such Borrower to the Lenders for purposes
of or in connection with this Agreement or any transaction contemplated hereby, taken as a whole,
in each case as such written information may be amended, modified or supplemented by it from time
to time, is correct in all material respects and does not omit to state any material fact or any
fact necessary to make the statements contained therein not materially misleading in light of the
circumstances under which such statements were made.



     (j) Such Borrower is not an “investment company”, or a company “controlled” by an “investment
company”, within the meaning of the Investment Company Act of 1940, as amended.



     (k) All of the Advances and other obligations owing by such Borrower to the Agent and the
Lenders under this Agreement and the Notes, if any, rank pari passu or senior to all of its other
senior unsecured indebtedness for money borrowed.




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ARTICLE V




COVENANTS OF P&G




     SECTION 5.01 Affirmative Covenants.



     So long as any Advance shall remain unpaid or any Lender shall have any Revolving Credit
Commitment hereunder, P&G will, in the case of clause (d) of this Section 5.01, and each of the
Borrowers will, in all other cases under this Section:



     (a) Compliance with Laws, Etc. Comply, and cause each of its Subsidiaries to comply,
in all material respects, with all applicable laws, rules, regulations and orders, except where the
failure to so comply would not have a Material Adverse Effect.



     (b) Payment of Taxes, Etc. Pay and discharge, and cause each of its Subsidiaries to
pay and discharge, before the same shall become delinquent, (i) all material taxes, assessments and
governmental charges or levies imposed upon it or upon its property and (ii) all material lawful
claims that, if unpaid, might by law become a Mortgage upon its property; provided, however, that
none of the Borrowers or the Subsidiaries of a Borrower shall be required to pay or discharge any
such tax, assessment, charge, levy or claim that is being contested in good faith and by proper
proceedings and as to which appropriate reserves are being maintained, unless and until any
Mortgage resulting therefrom attaches to its property and proper enforcement, collection,
execution, levy or foreclosure proceedings shall have been commenced with respect thereto.



     (c) Preservation of Corporate Existence, Etc. Preserve and maintain, and cause each
of its Subsidiaries to preserve and maintain, its existence as a corporation, general partnership
or limited liability company, as applicable, its rights (charter and statutory) and franchises;
provided, however, that (i) each of the Borrowers and each of their respective Subsidiaries may
consummate any merger, consolidation or transfer, sale or lease of its assets as an entirety to any
Person not prohibited under Section 5.02(b), (ii) each of the Borrowers and each of their
respective Subsidiaries may wind up, liquidate or dissolve any inactive or immaterial Subsidiary of
such Person, (iii) none of the Borrowers or the Subsidiaries of a Borrower shall be required to
preserve any right or franchise if the Board of Directors of such Borrower or such Subsidiary shall
determine that the preservation thereof is no longer desirable in the conduct of the business of
P&G and its Subsidiaries, taken as a whole, and that the loss thereof is not disadvantageous in any
material respect to P&G and its Subsidiaries, taken as a whole, or the Lenders, and (iv) each of
the Borrowers and each of their respective Subsidiaries may reincorporate or otherwise change its
legal form so long as (A) the applicable Borrower provides written notice thereof to the Agent
reasonably promptly following such reincorporation or change (together with certified copies of
each amended charter or other organizational document), and (B) such reincorporation or change
would not result in a Material Adverse Effect.



     (d) Reporting Requirements. Deliver to the Agent (for distribution by the Agent to
the Lenders):




     (i) within the time periods specified in the rules and regulations of the Securities
and Exchange Commission, but only for so long as P&G is subject to the periodic reporting
requirements of the Securities Exchange Act of 1934, as amended, a Quarterly Report on Form
10-Q for each of the first three fiscal quarters of each fiscal year of P&G and an Annual
Report on Form 10-K for each fiscal year of P&G;



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     (ii) as soon as possible and in any event within five days after the occurrence of each
Default continuing on the date of such statement, a statement of any Borrower setting forth
details of such Default and the action that one or more of P&G and its Subsidiaries has
taken and propose to take with respect thereto;




     (iii) promptly after the sending or filing thereof, copies of all reports that P&G
sends to any of its security holders, and copies of all reports and registration statements
that P&G files with the Securities and Exchange Commission or any national securities
exchange;




     (iv) promptly after the commencement thereof, notice of all actions and proceedings
before any court, governmental agency or arbitrator affecting any of the Borrowers or any of
their Subsidiaries of the type described in Section 4.01(f); and




     (v) such other information respecting any of the Borrowers or any of their Subsidiaries
as the Required Lenders through the Agent may from time to time reasonably request;


provided, however, that in the case of clauses (i) and (iii) of this subsection (d), P&G may comply
with its obligations thereunder by posting the relevant documents to its website, to any of the
other Borrowers’ websites, to www.sec.gov, or to such other website as notified to the
Agent and the Lenders in lieu of delivering hard copies thereof to the Lenders.




     SECTION 5.02 Negative Covenants.



     So long as any Advance shall remain unpaid or any Lender shall have any Revolving Credit
Commitment hereunder, P&G shall not:



     (a) Restrictions on Mortgages. Incur, assume or guarantee, or permit any of its
Subsidiaries to incur, assume or guarantee, any Debt (other than the Advances, if applicable)
secured by a Mortgage on any Principal Manufacturing Property or on any Debt of any of its
Subsidiaries unless such Borrower secures, or causes such Subsidiary to secure, the Advances
equally and ratably with (or prior to) such Debt for so long as such Debt is secured; provided,
however, that the Borrowers shall not be required to so secure, or cause any of its Subsidiaries to
so secure, the Advances as provided in this Section 5.02(a) if after giving effect thereto the
aggregate amount of all such Debt so secured would not exceed 20% of Consolidated Assets of P&G and
its Subsidiaries at the time of such incurrence, assumption or guarantee. Notwithstanding the
foregoing, this Section 5.02(a) shall not apply to, and there shall be excluded in computing
secured Debt for the purposes of this Section 5.02(a):




     (i) Permitted Mortgages;




     (ii) Mortgages existing as of the date hereof;




     (iii) Mortgages granted in favor of P&G, any of the Borrowers or any of their
Subsidiaries on all or any portion of the assets of P&G and its Subsidiaries;




     (iv) Mortgages arising solely from precautionary filings of financing statements under
the Uniform Commercial Code of any jurisdiction (or similar filings and recordings under
equivalent provisions of applicable law);




     (v) any Mortgages existing on any Principal Manufacturing Property or Debt at the time
such Principal Manufacturing Property or Debt is acquired by any Borrower or any of its



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Subsidiaries, or on any Principal Manufacturing Property or Debt of any Person at the
time such Person becomes, or is merged into, P&G or any of its Subsidiaries;




     (vi) purchase money and title retention Mortgages, capitalized leases and construction-
or improvement-cost Mortgages and other similar Mortgages; and




     (vii) any extension, refinancing, renewal or refunding of any Mortgage referred to in
clauses (i) through (vi) of this Section 5.02(a).



     (b) Consolidation, Merger and Sale of Assets. Consolidate or merge with or into, or
transfer, sell or lease its assets as an entirety to, any Person, unless the Person (if other than
a Borrower or a Subsidiary of P&G) formed by such consolidation or into which such Borrower is
merged or which acquires or leases the assets of such Borrower substantially as an entirety assumes
such Borrower’s obligations under the Loan Documents (and, upon such assumption, such Person shall
be a Borrower for all purposes of the Loan Documents), or another Borrower assumes such Borrower’s
obligations under the Loan Documents; provided, that after giving effect to such transaction, no
Default shall have occurred and be continuing, and such consolidation, merger, transfer, sale or
lease of assets shall not be prohibited under the indentures pursuant to which any publicly held
debt of such Borrower was issued.



ARTICLE VI




EVENTS OF DEFAULT




     SECTION 6.01 Events of Default.



     Each of the following events shall constitute an “Event of Default” under this Agreement:



     (a) Any Borrower shall fail to pay any principal of any Advance when the same becomes due and
payable; or any Borrower shall fail to pay any interest on any Advance or make any other payment of
fees payable under this Agreement or any Note within 10 days after the same becomes due and
payable; or any Borrower shall fail to make any payment of any other amount payable under any Loan
Document, or P&G shall fail to make any payment of any other amount payable under the P&G Guaranty,
within 10 days after the same becomes due and payable; or



     (b) Any representation or warranty made by any Borrower (or any of its authorized
representatives) under or in connection with this Agreement or any of the other Loan Documents
shall prove to have been incorrect in any material respect when made; or



     (c) (i) Any Borrower shall fail to perform or observe any term, covenant or agreement
contained in Section 5.01(c) or Section 5.01(d) (other than clauses (d)(i) or (d)(iii)), or (ii)
any Borrower shall fail to perform or observe any other term, covenant or agreement contained in
this Agreement or any of the Loan Documents on its part to be performed or observed if, in the case
of this clause (ii), such failure shall remain unremedied for 30 days after written notice thereof
shall have been given to P&G by the Agent or any Lender; or



     (d) Any Borrower or any of its Subsidiaries shall admit in writing its inability to pay its
debts generally, or shall make a general assignment for the benefit of creditors; or any proceeding
shall be instituted by or against any Borrower or any of its Subsidiaries seeking to adjudicate it
a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement,
adjustment, protection, relief, or composition of it or its debts under any law relating to
bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for
relief or the appointment of a receiver, trustee,



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custodian or other similar official for it or for any substantial part of its property and, in
the case of any such proceeding instituted against it (but not instituted by it), either such
proceeding shall remain undismissed or unstayed for a period of 90 days, or any of the actions
sought in such proceeding (including, without limitation, the entry of an order for relief against,
or the appointment of a receiver, trustee, custodian or other similar official for, it or for any
substantial part of its property) shall occur; or any Borrower or any of its Subsidiaries shall
take any corporate or other action to authorize any of the actions set forth above in this
subsection (d); or




     (e) Any judgment or order for the payment of money in excess of $250,000,000 shall be rendered
against any Borrower or any of the Material Subsidiaries and not satisfied and there shall be any
period of 60 consecutive days during which a stay of enforcement of such unsatisfied judgment or
order, by reason of a pending appeal or otherwise, shall not be in effect; provided, however, that
the rendering of any such judgment or order shall not be an Event of Default under this Section
6.01(e) if and for so long as (i) the amount of such judgment or order, or a portion thereof in an
amount sufficient to reduce the total uninsured amount to an amount less than $250,000,000, is
covered by a valid and binding policy of insurance between the defendant and the insurer covering
payment thereof and (ii) such insurer, which shall be rated at least “A” by A.M. Best Company, has
been notified of, and has not properly disputed the claim made for payment of, the amount of such
judgment or order.



     SECTION 6.02 Remedies.



     (a) If any Event of Default shall occur and be continuing, then, and in any such event, the
Agent (i) shall at the request, or may with the consent, of the Required Lenders, by notice to each
of the Borrowers, declare the obligation of each Lender to make Advances to be terminated,
whereupon the obligation of each Lender to make such Advances shall forthwith terminate, and (ii)
shall at the request, or may with the consent, of the Required Lenders, by notice to each of the
Borrowers, declare the Advances, all interest thereon and all other amounts payable under this
Agreement to be forthwith due and payable, whereupon the Advances, all such interest and all such
amounts shall become and be forthwith due and payable, without presentment, demand, protest or
further notice of any kind, all of which are hereby expressly waived by each of the Borrowers.



     (b) Notwithstanding anything to the contrary in clause (a) of this Section 6.02, in the event
of an actual or deemed entry of an order for relief with respect to any Borrower under the Federal
Bankruptcy Code, (i) the obligation of each Lender to make Advances to such Borrower shall
automatically be terminated and (ii) the Advances made to such Borrower, all interest thereon and
all amounts payable under this Agreement with respect thereto shall automatically become and be due
and payable, without presentment, demand, protest or any notice of any kind, all of which are
hereby expressly waived by each of the Borrowers.



ARTICLE VII




THE AGENT




     SECTION 7.01 Authorization and Action.



     Each Lender hereby appoints and authorizes the Agent to take such action as agent on its
behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents
as are delegated to the Agent by the terms hereof and thereof, together with such powers and
discretion as are reasonably incidental thereto. As to any matters not expressly provided for by
this Agreement or the other Loan Documents (including, without limitation, enforcement or
collection of the Advances), the Agent shall not be required to exercise any discretion or take any
action, but shall be required to act or to



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refrain from acting (and shall be fully protected in so acting or refraining from acting) upon
the instructions of the Required Lenders, and such instructions shall be binding upon all Lenders
and all holders of Notes; provided, however, that the Agent shall not be required to take any
action that exposes the Agent to personal liability or that is contrary to this Agreement or the
other Loan Documents applicable law. The Agent agrees to give to each Lender prompt notice of each
notice given to it by each of the Borrowers pursuant to the terms of this Agreement or the other
Loan Documents.




     SECTION 7.02 Agent’s Reliance, Etc.



     Neither the Agent nor any of its directors, officers, agents or employees shall be liable for
any action taken or omitted to be taken by it or them under or in connection with this Agreement or
any of the other Loan Documents, except for its or their own negligence or willful misconduct.
Without limitation of the generality of the foregoing, the Agent: (i) may treat the Lender that
made any Advance as the holder of the Debt resulting therefrom until the Agent receives and accepts
an Assignment and Acceptance entered into by such Lender, as assignor, and any assignee thereof as
provided in Section 8.07; (ii) may consult with legal counsel (including counsel for any of the
Borrowers), independent public accountants and other experts selected by it and shall not be liable
for any action taken or omitted to be taken in good faith (without negligence or willful
misconduct) by it in accordance with the advice of such counsel, accountants or experts; (iii)
makes no warranty or representation to any Lender and shall not be responsible to any Lender for
any statements, warranties or representations (whether written or oral) made in or in connection
with this Agreement or any of the other Loan Documents; (iv) shall not have any duty to ascertain
or to inquire as to the performance or observance of any of the terms, covenants or conditions of
this Agreement or any of the other Loan Documents on the part of any of the Borrowers or to inspect
the property (including the books and records) of any of the Borrowers; (v) shall not be
responsible to any Lender for the due execution, legality, validity, enforceability, genuineness or
sufficiency or value of this Agreement or any of the other Loan Documents or any other instrument
or document furnished pursuant hereto or thereto; and (vi) shall incur no liability under or in
respect of this Agreement or any of the other Loan Documents by acting in good faith upon any
notice, consent, certificate or other instrument or writing (which may be by telecopier or
telegram) believed by it to be genuine and signed or sent by the proper party or parties.



     SECTION 7.03 Citibank and Affiliates.



     With respect to its Commitment, the Advances made by it and any Note or Notes issued to it,
Citibank shall have the same rights and powers under this Agreement as any other Lender and may
exercise the same as though it were not the Agent; and the term “Lender” or
“Lenders” shall, unless otherwise expressly indicated, include Citibank in its individual
capacity. Citibank and its Affiliates may accept deposits from, lend money to, act as trustee
under indentures of, accept investment banking engagements from and generally engage in any kind of
business with, any of the Borrowers, any of their Subsidiaries and any Person who may do business
with or own securities of any of the Borrowers or their Subsidiaries, all as if Citibank were not
the Agent and without any duty to account therefor to the Lenders.



     SECTION 7.04 Lender Credit Decision.



     Each Lender acknowledges that it has, independently and without reliance upon the Agent or any
other Lender and based on the financial statements delivered to the Agent in accordance with this
Agreement and such other documents and information as it has deemed appropriate, made its own
credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it
will, independently and without reliance upon the Agent or any other Lender and based on such
documents and



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information as it shall deem appropriate at the time, continue to make its own credit
decisions in taking or not taking action under this Agreement.




     SECTION 7.05 Indemnification.



     The Lenders agree to indemnify the Agent (to the extent not reimbursed by the Borrowers),
ratably according to the respective principal amounts of the Advances then owing to each of them
(or if no Advances are at the time outstanding or if any Advances are then owing to Persons that
are not Lenders, ratably according to the respective amounts of their Commitments), from and
against any and all liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on,
incurred by, or asserted against the Agent in any way relating to or arising out of this Agreement
or any of the other Loan Documents or any action taken or omitted by the Agent hereunder or
thereunder (collectively, the “Indemnified Costs”), provided that no Lender shall be liable
for any portion of the Indemnified Costs resulting from the Agent’s negligence or willful
misconduct. Without limitation of the foregoing, each Lender agrees to reimburse the Agent
promptly upon demand for its ratable share of any out-of-pocket expenses (including counsel fees)
incurred by the Agent in connection with the preparation, execution, delivery, administration,
modification, amendment or enforcement (whether through negotiations, legal proceedings or
otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, to
the extent that the Agent is not reimbursed for such expenses by the Borrowers. In the case of any
investigation, litigation or proceeding giving rise to any Indemnified Costs, this Section 7.05
applies whether any such investigation, litigation or proceeding is brought by the Agent, any
Lender or a third party.



     SECTION 7.06 Successor Agent.



     The Agent may resign at any time by giving written notice thereof to the Lenders and each of
the Borrowers and may be removed at any time with or without cause by the Required Lenders. Upon
any such resignation or removal, the Required Lenders shall have the right to appoint a successor
Agent acceptable to P&G. If no successor Agent shall have been so appointed by the Required
Lenders and approved by P&G, and shall have accepted such appointment, within 30 days after the
retiring Agent’s giving of notice of resignation or the Required Lenders’ removal of the retiring
Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which
shall be a commercial bank organized under the laws of the United States of America or of any State
thereof and having a combined capital and surplus of at least $500,000,000. Upon the acceptance of
any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon
succeed to and become vested with all the rights, powers, discretion, privileges and duties of the
retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under
this Agreement and the other Loan Documents. After any retiring Agent’s resignation or removal
hereunder as Agent, the provisions of this Article VII shall inure to its benefit as to any actions
taken or omitted to be taken by it while it was Agent under this Agreement and the other Loan
Documents.



     SECTION 7.07 Sub-Agent.



     The Sub-Agent has been designated under this Agreement to carry out the duties of the Agent.
The Sub-Agent shall be subject to each of the obligations in this Agreement to be performed by the
Sub-Agent, and each of the Borrowers and the Lenders agrees that the Sub-Agent shall be entitled to
exercise each of the rights and shall be entitled to each of the benefits of the Agent under this
Agreement as such rights and benefits relate to the performance of its obligations hereunder.



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     SECTION 7.08 Other Agents.



     Each Lender hereby acknowledges that no syndication agent and no documentation agent nor any
other Lender designated as any “agent” (other than the Agent and the Sub-Agent) on the signature
pages or the cover hereof has any liability hereunder other than in its capacity as a Lender.



ARTICLE VIII




MISCELLANEOUS




     SECTION 8.01 Amendments, Etc.



     No amendment or waiver of any provision of this Agreement or any of the other Loan Documents,
nor consent to any departure by any Borrower therefrom, shall in any event be effective unless the
same shall be in writing and signed by P&G and the Required Lenders, and then such waiver or
consent shall be effective only in the specific instance and for the specific purpose for which
given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed
by all the Borrowers and all of the Lenders (other than any Lender that is an Affiliate of any
Borrower), do any of the following: (a) waive any of the conditions specified in Section 3.01, (b)
increase the Commitments of the Lenders or postpone the Termination Date (other than as provided in
Section 2.20 and Section 2.21, respectively), (c) reduce the principal of, or interest on, the
Revolving Credit Advances or any fees or other amounts payable hereunder, (d) postpone any
scheduled date for any payment of principal of, or interest on, the Revolving Credit Advances or
any fees or other amounts payable hereunder pursuant to Section 2.04, 2.06 or 2.07 (other than as
provided in Section 2.21), (e) change the percentage of the Commitments or of the aggregate unpaid
principal amount of the Revolving Credit Advances, or the number of Lenders, that shall be required
for the Lenders or any of them to take any action hereunder (other than as a consequence of any
increase of the Commitments under Section 2.20), or (f) amend this Section 8.01; provided further
that no amendment, waiver or consent shall, unless in writing and signed by the Agent in addition
to the Lenders required above to take such action, affect the rights or duties of the Agent under
this Agreement or any other Loan Document.



     SECTION 8.02 Notices, Etc.



     (a) All notices and other communications provided for hereunder shall be either (x) in writing
(including telecopier communication) and mailed, telecopied or delivered, or (y) to the extent set
forth in Section 8.02(b) and in the proviso to this Section 8.02(a), by electronic mail (in .PDF
form) (“Email”), confirmed reasonably promptly thereafter in writing, if to any Borrower
party hereto on the Closing Date, at the address of such Person set forth on the signature pages
hereto; if to any Additional Borrower, to such Person at the address specified therefor in the
applicable Borrower Accession Agreement; if to any Initial Lender, at its Domestic Lending Office
specified opposite its name on Schedule I hereto; if to any other Lender, at its Domestic Lending
Office specified in the Assumption Agreement or the Assignment and Acceptance pursuant to which it
became a Lender, as the case may be; and if to the Agent, at its address at Two Penns Way, New
Castle, Delaware 19720; or, as to any Borrower or the Agent, at such other address as shall be
designated by such party in a written notice to the other parties and, as to each other party, at
such other address as shall be designated by such party in a written notice to each of the
Borrowers and the Agent; provided, that Notices of Revolving Credit Borrowing, Notices of
Competitive Bid Borrowing and materials delivered pursuant to Section 5.01(d)(i) and (d)(iii) shall
be delivered to the Agent as specified in Section 8.02(b) or as otherwise specified to P&G by the
Agent. All such notices and communications shall, when mailed, telecopied or Emailed, be effective
when deposited in the mails, telecopied or confirmed by Email, respectively, except that notices
and communications to the Agent pursuant to Article II or III shall not be effective until received
by the



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Agent. Delivery by telecopier or facsimile of an executed counterpart of any amendment or
waiver of any provision of this Agreement or any other Loan Document or of any Exhibit hereto or
thereto to be executed and delivered hereunder shall be effective as delivery of a manually
executed counterpart thereof.




     (b) Notices of Revolving Credit Borrowing, Notices of Competitive Bid Borrowing and materials
required to be delivered pursuant to Section 5.01(d)(i) and (d)(iii) may be delivered to the Agent
in an electronic medium in a format acceptable to the Agent by Email at
oploanswebadmin@citigroup.com, or such other email address as the Agent shall specify in writing to
each of the Borrowers. Each of the Borrowers agrees that the Agent may make such materials, as
well as any other written information, documents, instruments and other material relating to each
of the Borrowers, any of its Subsidiaries or any other materials or matters relating to this
Agreement, any of the other Loan Documents or any of the transactions contemplated hereby or
thereby (collectively, the “Communications”) available to the Lenders by posting such
notices on Intralinks or a substantially similar electronic system reasonably approved by P&G (the
“Platform”). Although the primary web portal is secured with a dual firewall and a User
ID/Password Authorization System and the Platform is secured through a single user per deal
authorization method whereby each user may access the Platform only on a deal-by-deal basis, each
of the Borrowers acknowledges that (i) the distribution of material through an electronic medium is
not necessarily secure and that there may be confidentiality and other risks associated with such
distribution, (ii) the Platform is provided “as is” and “as available” and (iii) neither the Agent
nor any of its Affiliates warrants the accuracy, adequacy or completeness of the Communications or
the Platform and each expressly disclaims liability for errors or omissions in the Communications
or the Platform. No warranty of any kind, express, implied or statutory, including, without
limitation, any warranty of merchantability, fitness for a particular purpose, non-infringement of
third party rights or freedom from viruses or other code defects, is made by the Agent or any of
its Affiliates in connection with the Platform.



     (c) Each Lender agrees that notice to it (as provided in the next sentence) (a
“Notice”) specifying that any Communications have been posted to the Platform shall
constitute effective delivery of such information, documents or other materials to such Lender for
purposes of this Agreement. Each Lender agrees (i) to notify the Agent in writing of such Lender’s
Email address to which a Notice may be sent by electronic transmission (including by electronic
communication) on or before the date such Lender becomes a party to this Agreement (and from time
to time thereafter to ensure that the Agent has on record an effective Email address for such
Lender) and (ii) that any Notice may be sent to such Email address.



     SECTION 8.03 No Waiver; Remedies.



     No failure on the part of any Lender or the Agent to exercise, and no delay in exercising, any
right hereunder or under any other Loan Document shall operate as a waiver thereof; nor shall any
single or partial exercise of any such right preclude any other or further exercise thereof or the
exercise of any other right. The remedies provided herein are cumulative and not exclusive of any
remedies provided by law.



     SECTION 8.04 Costs and Expenses.



     (a) P&G agrees to pay reasonably promptly following demand therefor all reasonable
out-of-pocket costs and expenses of the Agent in connection with the preparation, execution,
delivery, administration, modification and amendment of this Agreement, the other Loan Documents
and the other documents to be delivered hereunder, including, without limitation, (A) all due
diligence, syndication (including printing, distribution and bank meetings), transportation,
computer, duplication, appraisal,



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consultant, and audit expenses and (B) the reasonable fees and expenses of counsel for the
Agent with respect thereto and with respect to advising the Agent as to its rights and
responsibilities under this Agreement and the other Loan Documents. Each of the Borrowers further
agrees to pay on demand all reasonable out-of-pocket costs and expenses of the Agent and the
Lenders, if any (including, without limitation, reasonable counsel fees and expenses), in
connection with the enforcement against such Borrower (whether through negotiations, legal
proceedings or otherwise) of this Agreement, the other Loan Documents and the other documents to be
delivered hereunder and thereunder, including, without limitation, reasonable fees and expenses of
counsel for the Agent and each Lender in connection with the enforcement of rights against such
Borrower under this Section 8.04(a).




     (b) Each of the Borrowers agrees to indemnify and hold harmless the Agent and each Lender and
each of their Affiliates and their officers, directors, employees, agents and advisors (each, an
“Indemnified Party”; and each of the Agent and the Lenders, and their respective Affiliates
officers, directors, employees, agents and advisors being, in relation to each other, a
“Related Indemnified Party”) from and against any and all claims, damages, losses,
liabilities and expenses (including, without limitation, reasonable fees and expenses of counsel)
that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising
out of or in connection with or by reason of (including, without limitation, in connection with any
investigation, litigation or proceeding or preparation of a defense in connection therewith) the
Advances, this Agreement or any of the other Loan Documents, any of the transactions contemplated
herein or therein or the actual or proposed use of the proceeds of the Advances; provided, however,
that no Borrower shall have any obligation to indemnify an Indemnified Party pursuant to this
Section 8.04(b) with respect to any claim, damage, loss, liability or expense (i) that resulted
from negligence, willful misconduct, violation of law or the breach of any Loan Document by such
Indemnified Party or a Related Indemnified Party, (ii) is attributable to Taxes or Other Taxes,
which in each case shall be governed solely by Section 2.14, (iii) that arises out of a claim,
litigation, arbitration or proceeding of one or more of the Agent and/or any of the Lenders solely
against the Agent and/or any of the other Lenders not attributable to the actions of such Borrower
or any of its Subsidiaries or Affiliates or (iv) that arises out of a claim, litigation,
arbitration or proceeding in which one or more of the Borrowers and/or their Subsidiaries or
Affiliates prevail. In the case of an investigation, litigation or other proceeding to which the
indemnity in this Section 8.04(b) applies, such indemnity shall be effective whether or not such
investigation, litigation or proceeding is brought by the directors, shareholders or creditors of
any Borrower or an Indemnified Party or any other Person or any Indemnified Party is otherwise a
party thereto and whether or not the transactions contemplated hereby are consummated. Each of the
Borrowers and each of the Indemnified Parties hereby agrees not to assert any claim against each
such other Person, on any theory of liability, for special, indirect, consequential or punitive
damages arising out of or otherwise relating to the Advances, this Agreement or any of the other
Loan Documents, any of the transactions contemplated herein or therein or the actual or proposed
use of the proceeds of the Advances. No Indemnified Party shall settle or otherwise pay or agree
to pay any claim, damages, losses liabilities or expenses for which any Borrower is obligated to
provide indemnification under this Section 8.04(b) without the prior written consent of such
Borrower.



     (c) If any payment of principal of, or Conversion of, any Eurocurrency Rate Advance is made by
any Borrower to or for the account of a Lender other than on the last day of the Interest Period
for such Advance, as a result of a payment or Conversion pursuant to Section 2.08(d) or (e), 2.10
or 2.12, acceleration of the maturity of the Advances pursuant to Section 6.02 or for any other
reason, or by an assignee to a Lender other than on the last day of the Interest Period for such
Advance upon an assignment of rights and obligations under this Agreement pursuant to Section 8.07
as a result of a demand by a Borrower pursuant to Section 8.07(a), each of the Borrowers shall,
upon demand by such Lender (with a copy of such demand to the Agent), pay to the Agent for the
account of such Lender any amounts required to compensate such Lender for any additional losses,
costs or expenses that it may reasonably incur as a result of such payment or Conversion,
including, without limitation, any loss



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(excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation
or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance.




     (d) Without prejudice to the survival of any other agreement of the Borrowers hereunder, the
agreements and obligations of the Borrowers contained in Sections 2.11, 2.14 and 8.04 shall survive
the payment in full of principal, interest and all other amounts payable hereunder and under the
other Loan Documents.



     SECTION 8.05 Right of Set-off.



     Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making
of the request or the granting of the consent specified by Section 6.02 to authorize the Agent to
declare the Advances due and payable pursuant to the provisions of Section 6.02, each Lender and
each of its Affiliates is hereby authorized at any time and from time to time, to the fullest
extent permitted by law, to set off and apply any and all deposits (general or special, time or
demand, provisional or final) at any time held and other indebtedness at any time owing by such
Lender or such Affiliate to or for the credit or the account of any Borrower against any and all of
the obligations of any Borrower now or hereafter existing under this Agreement, whether or not such
Lender shall have made any demand under this Agreement and although such obligations may be
unmatured. Each Lender agrees promptly to notify each of the Borrowers after any such set-off and
application, provided that the failure to give such notice shall not affect the validity of such
set-off and application. The rights of each Lender and its Affiliates under this Section are in
addition to other rights and remedies (including, without limitation, other rights of set-off) that
such Lender and its Affiliates may have.



     SECTION 8.06 Binding Effect.



     This Agreement shall become effective when it shall have been executed and delivered by P&G
and the Agent and when the Agent shall have been notified by each Initial Lender that such Initial
Lender has executed it and thereafter shall be binding upon and inure to the benefit of the
Borrowers, the Agent and each Lender and their respective successors and assigns, except that
(other than in accordance with Section 5.02(b) or Section 8.10) no Borrower shall have the right to
assign its rights hereunder or any interest herein without the prior written consent of the
Lenders.



     SECTION 8.07 Assignments and Participations.



     (a) Without the prior written consent of P&G and, except in connection with an Affiliate of
any of the Borrowers exercising its call rights under Section 2.18, and of the Agent (which Agent’s
consent shall not be unreasonably withheld), no Lender may assign all or any portion of its rights
and obligations under this Agreement to any Person, except to an Affiliate of such Lender, as
provided in Section 2.11 or 2.14, or as set forth in Section 8.07(g) or to another Lender that is
an Affiliate of such Lender. Each assignment pursuant to the terms of this Section 8.07(a) (A)
shall be of a constant, and not a varying, percentage of all rights and obligations under this
Agreement and shall be on a pro rata basis between the Facilities (and, in the case of an
assignment demanded by a Borrower, shall be either an assignment of all of the rights and
obligations of the assigning Lender under this Agreement or an assignment of a portion of such
rights and obligations made concurrently with another such assignment or other such assignments
that together cover all of the rights and obligations of the assigning Lender under this
Agreement), except that any such assignment of a Commitment by a Lender to another Lender that is
an Affiliate of such Lender need not be accompanied by an assignment of the same percentage of any
of the assigning Lender’s Advances and any such assignment of one or more Advances by a Lender to
another Lender that is an Affiliate of such Lender need not be accompanied by an assignment of the
same percentage the assigning Lender’s Commitment or any of the assigning Lenders other Advances,



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(B)except in the case of an assignment to a Person that, immediately prior to such assignment,
was a Lender or an assignment of all of a Lender’s rights and obligations under this Agreement,
shall in no event be less than $10,000,000, and (C) shall be evidenced by evidenced by an
Assignment and Acceptance executed by each of the parties thereto and delivered to the Agent, for
its acceptance and recordation in the Register. No Lender shall be obligated to make any such
assignment as a result of a demand by a Borrower pursuant to this Section 8.07(a) unless and until
such Lender shall have received one or more payments from either the Borrowers or one or more
Lender assignees therefrom in an aggregate amount at least equal to the aggregate outstanding
principal amount of the Advances owing to such Lender, together with accrued interest thereon to
the date of payment of such principal amount and all other amounts payable to such Lender under
this Agreement, (D) the parties to each such assignment shall execute and deliver to the Agent, for
its acceptance and recording in the Register, an Assignment and Acceptance, together with any Notes
subject to such assignment and (E) the Lenders party to each such Assignment and Acceptance shall
remit to the Agent a processing and recordation fee of $3,500, which fee shall be payable by either
the assigning Lender or the assignee Lender. Upon such execution, delivery, acceptance and
recording, from and after the effective date specified in each Assignment and Acceptance, (1) the
assignee thereunder shall be a party hereto and, to the extent that rights and obligations
hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and
obligations of a Lender hereunder and (2) the Lender assignor thereunder shall, to the extent that
rights and obligations hereunder have been assigned by it pursuant to such Assignment and
Acceptance, relinquish its rights and be released from its obligations under this Agreement (and,
in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning
Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party
hereto).




     (b) By executing and delivering an Assignment and Acceptance, the Lender assignor thereunder
and the assignee thereunder confirm to and agree with each other and the other parties hereto as
follows: (i) other than as provided in such Assignment and Acceptance, such assigning Lender makes
no representation or warranty and assumes no responsibility with respect to any statements,
warranties or representations made in or in connection with this Agreement or any of the other Loan
Documents or the execution, legality, validity, enforceability, genuineness or sufficiency or value
of this Agreement or any of the other Loan Documents or any other instrument or document furnished
pursuant hereto or thereto; (ii) such assigning Lender makes no representation or warranty and
assumes no responsibility with respect to the financial condition of any Borrower or the
performance or observance by any Borrower of any of its obligations under this Agreement or any of
the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto;
(iii) such assignee confirms that it has received a copy of this Agreement, together with copies of
the financial statements delivered to Agent in accordance with this Agreement and such other
documents and information as it has deemed appropriate to make its own credit analysis and decision
to enter into such Assignment and Acceptance; (iv) such assignee will, independently and without
reliance upon the Agent, such assigning Lender or any other Lender and based on such documents and
information as it shall deem appropriate at the time, continue to make its own credit decisions in
taking or not taking action under this Agreement; (v) such assignee appoints and authorizes the
Agent to take such action as agent on its behalf and to exercise such powers and discretion under
this Agreement and the other Loan Documents as are delegated to the Agent by the terms hereof and
thereof, together with such powers and discretion as are reasonably incidental thereto; and (vi)
such assignee agrees that it will perform in accordance with their terms all of the obligations
that by the terms of this Agreement are required to be performed by it as a Lender.



     (c) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and an
assignee in accordance with Section 8.07(a), together with any Note or Notes subject to such
assignment, the Agent shall, if such Assignment and Acceptance has been completed and is in
substantially the form of Exhibit B hereto, (i) accept such Assignment and Acceptance, (ii)
record the



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information contained therein in the Register and (iii) give prompt notice thereof to each of
the Borrowers.




     (d) The Agent shall maintain at its address referred to in Section 8.02 a copy of each
Assignment and Acceptance delivered to and accepted by it and a register for the recordation of the
names and addresses of the Lenders and Commitments of, and principal amount of the Advances under
each Facility owing to, each Lender from time to time (the “Register”). The entries in the
Register shall be conclusive and binding for all purposes, absent manifest error, and each of the
Borrowers, the Agent and the Lenders may treat each Person whose name is recorded as a Lender in
the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be
available for inspection by each of the Borrowers or any Lender at any reasonable time and from
time to time upon reasonable prior notice.



     (e) Each Lender may upon not less than five Business Days’ notice to P&G sell participations
to one or more banks or other entities in or to all or a portion of its rights and obligations
under this Agreement (including, without limitation, all or a portion of its Commitments which may
be on a non-pro rata basis between the Facilities, the Advances owing to it and any Note or Notes
held by it); provided, however, that (i) such Lender’s obligations under this Agreement (including,
without limitation, its Commitment to each of the Borrowers hereunder) shall remain unchanged, (ii)
such Lender shall remain solely responsible to the other parties hereto for the performance of such
obligations, (iii) such Lender shall remain the holder of any such Note for all purposes of this
Agreement, (iv) each of the Borrowers, the Agent and the other Lenders shall continue to deal
solely and directly with such Lender in connection with such Lender’s rights and obligations under
this Agreement and (v) no participant under any such participation shall have any right to approve
any amendment or waiver of any provision of this Agreement or any other Loan Document, or any
consent to any departure by the Borrowers therefrom, except to the extent that such amendment,
waiver or consent would reduce the principal of, or interest on, the Advances or any fees or other
amounts payable hereunder, in each case to the extent subject to such participation, or postpone
any scheduled date for any payment of principal of, or interest on, the Advances or any fees or
other amounts payable hereunder, in each case to the extent subject to such participation. If any
Lender sells a participation as described in this Section 8.07(e), such Lender shall provide to the
Agent on behalf of the Borrowers, or maintain as agent of the Borrowers, the information described
in Section 8.07(d) with respect to such participation and shall permit each of the Borrowers to
review such information (to the extent permitted under applicable law) from time to time upon
request. Neither the sale of any such participation nor the holding of such a participation by any
participant shall increase any obligation of any Borrower under Section 2.11 or Section 2.14.



     (f) Any Lender may, in connection with any assignment or participation or proposed assignment
or proposed participation, disclose to the assignee or participant or proposed assignee or
participant any financial statements and related documents delivered to the Agent in accordance
with Section 4.01(e) or Section 5.01(d)(i); provided that, prior to any such disclosure, the
assignee or participant or proposed assignee or proposed participant shall agree to preserve the
confidentiality of any Confidential Information received by it in accordance with the terms of
Section 8.08.



     (g) Notwithstanding any other provision set forth in this Agreement, any Lender may at any
time create a security interest in all or any portion of its rights under this Agreement
(including, without limitation, the Advances owing to it and any Note or Notes held by it) in favor
of any Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the
Federal Reserve System.



     SECTION 8.08 Confidentiality.



     Neither the Agent nor any Lender shall disclose any Confidential Information to any other
Person without the consent of each of the Borrowers, other than (a) to the Agent’s or such Lender’s
Affiliates and



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their officers, directors, employees, agents and advisors and, as contemplated by Section
8.07(f), to actual or prospective assignees and participants, and then only on a confidential
basis, (b) as required by any law, rule or regulation or judicial process and (c) as requested or
required by any state, federal or foreign authority or examiner regulating banks, banking or other
financial institutions; provided, that, with respect to clause (b) above, the Agent and each Lender
agree to notify P&G promptly of any such request for the disclosure of Confidential Information
unless such notification is prohibited by applicable law, rule or regulation or by judicial
process.




     SECTION 8.09 Judgment Currency.



     (a) If for the purposes of obtaining judgment in any court it is necessary to convert a sum
due hereunder in Dollars or any Optional Currency into another currency, the parties hereto agree,
to the fullest extent that they may effectively do so, that the rate of exchange used shall be that
at which in accordance with normal banking procedures the Agent could purchase Dollars or such
Optional Currency, as the case may be, with such other currency at Citibank’s principal office in
London at 11:00 A.M. (London time) on the Business Day preceding that on which final judgment is
given.



     (b) The obligation of each Borrower in respect of any sum due from it in any currency (the
“Primary Currency”) to any Lender or the Agent hereunder shall, notwithstanding any
judgment in any other currency, be discharged only to the extent that on the Business Day following
receipt by such Lender or the Agent (as the case may be), of any sum adjudged to be so due in such
other currency, such Lender or the Agent (as the case may be) may in accordance with normal banking
procedures purchase the applicable Primary Currency with such other currency; if the amount of the
applicable Primary Currency so purchased is less than such sum due to such Lender or the Agent (as
the case may be) in the applicable Primary Currency, each Borrower agrees, as a separate obligation
and notwithstanding any such judgment, to indemnify such Lender or the Agent (as the case may be)
against such loss, and if the amount of the applicable Primary Currency so purchased exceeds such
sum due to any Lender or the Agent (as the case may be) in the applicable Primary Currency, such
Lender or the Agent (as the case may be) agrees to remit to such Borrower such excess.



     SECTION 8.10 Additional Borrowers; Assumption of Advances.



     (a) P&G may request upon not less than 10 Business Days’ notice to the Agent and each Lender,
that any of its Subsidiaries become party to this Agreement as an additional borrower (an
“Additional Borrower”), and additionally such Subsidiary or a Borrower may elect that all
or any portion of the Advances and other obligations of any Borrower under this Agreement and the
other Loan Documents shall be assumed by any other Borrower, in either case, by delivering to the
Agent a Borrower Accession Agreement, substantially in the form of Exhibit D (a “Borrower
Accession Agreement”), duly executed by P&G and such Subsidiary, together with a certificate of
an authorized representative of the Additional Borrower certifying the names and true signatures of
the other authorized representatives of the Additional Borrower authorized to sign the Borrower
Accession Agreement and the other documents to be delivered hereunder. Following the giving of any
notice pursuant to this Section 8.10(a), if the designation of such Additional Borrower obligates
the Administrative Agent or any Lender to comply with “know your customer” or similar
identification procedures in circumstances where the necessary information is not already available
to it, P&G shall, promptly upon the request of the Administrative Agent or any Lender, supply such
documentation and other evidence as is reasonably requested by the Administrative Agent or any
Lender in order for the Administrative Agent or such Lender to carry out and be satisfied it has
complied with the results of all necessary “know your customer” or other similar checks under all
applicable laws and regulations. Within thirty days following the execution and delivery of the
Borrower Accession Agreement by such Additional Borrower, such Additional Borrower shall deliver
certified resolutions (or the equivalent thereof) of the Board of Directors (or the appropriate



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committee or authorized individual(s) thereof) of such Additional Borrower, approving the
Borrower Accession Agreement and the other documents to be delivered thereunder and all documents
evidencing other necessary corporate (or equivalent) action. If P&G shall designate as an
Additional Borrower hereunder any Subsidiaries not organized under the laws of the United States or
any State thereof, or if any Borrower is reincorporated in a different jurisdiction in which a
Lender may be restricted either legally or operationally from lending, any Lender may, with notice
to the Administrative Agent and P&G, fulfill its Commitment by causing an Affiliate of such Lender
to act as the Lender in respect of such Additional Borrower or Borrower as the case may be (and
such Lender shall, to the extent of Advances made to such Additional Borrower, be deemed for all
purposes hereof to have assigned the full amount of such Advances to such Affiliate in compliance
with the provisions of Section 8.07).




     (b) A Subsidiary in respect of which P&G has delivered a Borrower Accession Agreement to the
Agent shall become an Additional Borrower and, as such, shall have all of the rights and
obligations of a Borrower hereunder with respect to the Commitments specified to be made available
to such Additional Borrower, which shall be in a minimum amount of $500,000,000; provided, that no
Default shall have occurred and be continuing or would result from such joinder or assumption, as
applicable. Upon any assumption of all of the Advances and other obligations of any Borrower,
then, so long no Notice of Revolving Credit Borrowing or Notice of Competitive Bid Borrowing in
respect of such Borrower is outstanding at such time, such Borrower shall no longer be a party to
this Agreement.



     SECTION 8.11 Replacement of Lenders. If (i) any Lender requests any payment under
Section 2.11 or Section 2.14 or gives notice to any Borrower pursuant to Section 2.12, (ii) any
Lender is a Defaulting Lender, (iii) any Lender has been deemed insolvent or become the subject of
a bankruptcy or insolvency proceeding or (iv) any Lender fails to consent to an amendment,
modification or waiver of this Agreement that pursuant to the terms hereof requires consent of all
of the Lenders or all of the Lenders affected thereby (provided that (A) such amendment,
modification, waiver or currency request has been consented to by the Required Lenders and (B) all
such non-consenting Lenders are replaced on the same terms) the Borrowers may, upon notice to such
Lender and the Agent, replace such Lender by causing such Lender to assign its Commitments pursuant
to Section 8.07 to one or more other Persons procured by the Borrowers. The Borrowers shall (1)
pay in full all principal, accrued interest, accrued fees and other amounts owing to such Lender
through the date of replacement and (2) release such Lender from its obligations under the Loan
Documents. Any Lender being replaced shall execute and deliver an Assignment and Assumption with
respect to such Lender’s Commitments and outstanding Advances.



     SECTION 8.12 Governing Law.



     This Agreement shall be governed by, and construed in accordance with, the laws of the State
of New York.



     SECTION 8.13 Jurisdiction.



     (a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and
its property, to the nonexclusive jurisdiction of any New York State court or federal court of the
United States of America sitting in New York City, and any appellate court from any thereof, in any
action or proceeding arising out of or relating to this Agreement or any other Loan Document, or
for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably
and unconditionally agrees that all claims in respect of any such action or proceeding may be heard
and determined in any such New York State court or, to the extent permitted by law, in such federal
court. Each Borrower agrees that service of process in any such action or proceeding brought in
any such New York State court or in such federal court may be made upon CT Corporation System and
its offices at 111 Eighth Avenue, New York, New York 10011 (the “Process Agent”), and
hereby further agrees that any failure of the



-51-









 




Process Agent to give any notice of any such service to any Borrower shall not impair or
affect the validity of such service or of any judgment rendered in any action or proceeding based
thereon. Each of the parties hereto agrees that a final judgment in any such action or proceeding
shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any
other manner provided by law. Nothing in this Agreement shall affect any right that any party may
otherwise have to bring any action or proceeding relating to this Agreement or any other Loan
Document in the courts of any jurisdiction.




     (b) Each of the parties hereto irrevocably and unconditionally waives, to the fullest extent
it may legally and effectively do so, any objection that it may now or hereafter have to the laying
of venue of any suit, action or proceeding arising out of or relating to this Agreement or any
other Loan Document in any New York State or federal court. Each of the parties hereto hereby
irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to
the maintenance of such action or proceeding in any such court.



     SECTION 8.14 Execution in Counterparts.



     This Agreement may be executed in any number of counterparts and by different parties hereto
in separate counterparts, each of which when so executed shall be deemed to be an original and all
of which taken together shall constitute one and the same agreement. Delivery of an executed
counterpart of a signature page to this Agreement by telecopier shall be effective as delivery of a
manually executed counterpart of this Agreement.



     SECTION 8.15 Waiver of Jury Trial.



     Each of the Borrowers, the Agent and the Lenders hereby irrevocably waives all right to trial
by jury in any action, proceeding or counterclaim (whether based on contract, tort or otherwise)
arising out of or relating to this Agreement or any of the other Loan Documents or the actions of
the Agent or any Lender in the negotiation, administration, performance or enforcement thereof.



     SECTION 8.16 Patriot Act.



     Each Lender hereby notifies each of the Borrowers that, pursuant to the requirements of the
USA Patriot Improvement and Reauthorization Act of 2005 (the “Act”), it is required to
obtain, verify and record information that identifies each Borrower, which information includes the
name and address of each Borrower and other information that will allow such Lender to identify
such Borrower in accordance with the Act.



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     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their
respective officers or representatives thereunto duly authorized, as of the date first above
written.



	 	 	 	 	 	 	 	 	 
	 	 	THE PROCTER & GAMBLE COMPANY, 
as a Borrower
	 
	 	 	 	 	 	 	 	 
	 

	 	By	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Address:	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	THE PROCTER & GAMBLE INTERNATIONAL S.A.R.L., 
as a Borrower
	 
	 	 	 	 	 	 	 	 
	 

	 	By	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Address:	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	PROCTER & GAMBLE HOLDING (HK) LIMITED, 
as a
Borrower
	 
	 	 	 	 	 	 	 	 
	 

	 	By	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Address:	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 





 









 






	 	 	 	 	 	 	 	 	 
	 	 	PROCTER & GAMBLE INTERNATIONAL 
OPERATIONS S.A.,
as a Borrower
	 
	 	 	 	 	 	 	 	 
	 

	 	By	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Address:	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 





	 	 	 	 	 
	 	CITIBANK, N.A., as Joint Lead Arranger and

Administrative Agent

 	 
	 	By  	 	 
	 	 	Title: 	 
	 



	 	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A.,

as Joint Lead Arranger and Syndication Agent

 	 
	 	By  	 	 
	 	 	Title: 	 
	 



	 	 	 	 	 
	 	DEUTSCHE BANK AG, NEW YORK BRANCH

as Co- Documentation Agent

 	 
	 	By  	 	 
	 	 	Title: 	 
	 



	 	 	 	 	 
	 	HSBC BANK USA, NATIONAL ASSOCIATION,

as Co- Documentation Agent

 	 
	 	By  	 	 
	 	 	Title: 	 



 









 






	 	 	 	 	 
	 	MERRILL LYNCH BANK USA,

as Co- Documentation Agent

 	 
	 	By:  	 	 
	 	 	Title: 	 
	 



	 	 	 	 	 
	 	MERRILL LYNCH CAPITAL CORP,

as Co- Documentation Agent

 	 
	 	By:  	 	 
	 	 	Title: 	 
	 	 	 	 



 









 






	 	 	 	 	 



			
	 
	 	SCHEDULE I

CREDIT AGREEMENT

APPLICABLE LENDING OFFICES






	 	 	 	 	 
	Name of Lender	 	Domestic Lending Office	 	Eurocurrency Lending Office
	Citibank, N.A.
	 	Two Penns Way	 	Two Penns Way
	 
	 	New Castle, DE  19720	 	New Castle, DE  19720
	 
	 	Attn:  Bank Loan Syndications	 	Attn:  Bank Loan Syndications
	 
	 	T:  302 894-6016	 	T:  302 894-6016
	 
	 	F:  212 994-0961	 	F:  212 994-0961
	 
	 	 	 	 
	Deutsche Bank AG New
	 	60 Wall Street	 	60 Wall Street
	York Branch
	 	New York, NY 10005	 	New York, NY 10005
	 
	 	Attn: Joe Cusmai	 	Attn: Joe Cusmai
	 
	 	T: 201-593-2202	 	T: 201-593-2202
	 
	 	F: 212-593-2313	 	F: 212-593-2313
	 
	 	 	 	 
	Goldman Sachs Credit
	 	30 Hudson Street, 17th Floor	 	30 Hudson Street, 17th Floor
	Partners L.P.
	 	Jersey City, NJ 07302	 	Jersey City, NJ 07302
	 
	 	Attn: Phillip Green	 	Attn: Phillip Green
	 
	 	T:  212 357-7570	 	T:  212 357-7570
	 
	 	F:  212 357-4597	 	F:  212 357-4597
	 
	 	 	 	 
	HSBC Bank USA, National
	 	452 Fifth Avenue, 5th Floor	 	452 Fifth Avenue, 5th Floor
	Association
	 	New York, NY  10018	 	New York, NY  10018
	 
	 	Attn: Donna Riley	 	Attn: Donna Riley
	 
	 	T: 716 841-4178	 	T: 716 841-4178
	 
	 	F: 716 841-0269	 	F: 716 841-0269
	 
	 	 	 	 
	JPMorgan Chase Bank, N.A.
	 	1111 Fannin Street, 10th Floor	 	1111 Fannin Street, 10th Floor
	 
	 	Houston, TX  77002	 	Houston, TX  77002
	 
	 	Attn:  Cherry Arnaez	 	Attn:  Cherry Arnaez
	 
	 	T:  713 750-2789	 	T:  713 750-2789
	 
	 	F:  713 750-2782	 	F:  713 750-2782
	 
	 	 	 	 
	Merrill Lynch Bank USA
	 	Merrill Lynch Capital	 	Merrill Lynch Capital
	 
	 	4 World Financial Center	 	4 World Financial Center
	 
	 	22nd Floor	 	22nd Floor
	 
	 	New York, NY 10080	 	New York, NY 10080
	 
	 	Attn:  Gillian Prince	 	Attn:  Gillian Prince
	 
	 	T:  212-449-7839	 	T:  212-449-7839
	 
	 	F:  212-449-9435	 	F:  212-449-9435
	 
	 	 	 	 
	Merrill Lynch Capital
	 	Merrill Lynch Capital	 	Merrill Lynch Capital
	Corporation
	 	4 World Financial Center	 	4 World Financial Center
	 
	 	22nd Floor	 	22nd Floor
	 
	 	New York, NY 10080	 	New York, NY 10080
	 
	 	Attn:  Gillian Prince	 	Attn:  Gillian Prince
	 
	 	T:  212-449-7839	 	T:  212-449-7839
	 
	 	F:  212-449-9435	 	F:  212-449-9435
	 
	 	 	 	 
	Morgan Stanley Bank
	 	One Pierrepont Plaza, 7th Floor	 	One Pierrepont Plaza, 7th Floor
	 
	 	300 Cadman Plaza West	 	300 Cadman Plaza West
	 
	 	Brooklyn, NY  11201	 	Brooklyn, NY  11201
	 
	 	Attn:  Erma Dell’aquila	 	Attn:  Erma Dell’aquila
	 
	 	T:  718 754-7286	 	T:  718 754-7286
	 
	 	T:  718 754-7249	 	T:  718 754-7249







 









 






	 	 	 	 	 
	Name of Lender	 	Domestic Lending Office	 	Eurocurrency Lending Office
	 
	 	 	 	 
	Morgan Stanley Senior
	 	1585 Broadway	 	1585 Broadway
	Funding, Inc.
	 	New York, NY  10036	 	New York, NY  10036
	 
	 	Attn:  Larry Benison	 	Attn:  Larry Benison
	 
	 	T:  718 754-7299	 	T:  718 754-7299
	 
	 	F:  718 754-7249	 	F:  718 754-7249







 









 






			
	 
	 	SCHEDULE II

CREDIT AGREEMENT

COMMITMENTS






	 	 	 	 	 
	Name of Lender	 	Tranche A Commitment	 
	 
	 	 	 	 
	Citibank, N.A.
	 	 	725,000,000	 
	Deutsche Bank AG New York Branch
	 	 	1,000,000,000	 
	JPMorgan Chase Bank, N.A.
	 	 	725,000,000	 
	Merrill Lynch Bank USA
	 	 	50,000,000	 
	Merrill Lynch Capital Corp.
	 	 	950,000,000	 
	Goldman Sachs Credit Partners L.P.
	 	 	550,000,000	 
	HSBC Bank USA, National Association
	 	 	1,000,000,000	 
	Morgan Stanley Senior Funding, Inc.
	 	 	460,000,000	 
	Morgan Stanley Bank
	 	 	540,000,000	 







 












 





 





U.S. $17,000,000,000




364-DAY REVOLVING CREDIT AGREEMENT




Dated as of June 27, 2005, as amended as of July 30, 2006, as further amended as of December 7,

2006 and as further amended as of August 17, 2007




among




THE PROCTER & GAMBLE COMPANY,

PROCTER & GAMBLE INTERNATIONAL S.A.R.L.,

PROCTER & GAMBLE HOLDING (HK) LIMITED,

PROCTER & GAMBLE INTERNATIONAL OPERATIONS S.A., and

THE ADDITIONAL BORROWERS (AS DEFINED HEREIN)

as Borrowers




and




THE LENDERS PARTY HERETO

as Lenders




and




CITIBANK, N.A.

as Sole Lead Arranger and Administrative Agent




and




JPMORGAN CHASE BANK, N.A.

as Syndication Agent




and




ABN AMRO BANK N.V., DEUTSCHE BANK AG, NEW YORK BRANCH and

HSBC BANK USA, NATIONAL ASSOCIATION

as Co-Documentation Agents




 





 









 








TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page
	 
	ARTICLE I DEFINITIONS AND ACCOUNTING TERMS	 	 	1	 
	 

	 	SECTION 1.01
	 	Certain Defined Terms
	 	 	1	 
	 

	 	SECTION 1.02
	 	Computation of Time Periods
	 	 	12	 
	 

	 	SECTION 1.03
	 	Accounting Terms
	 	 	12	 
	ARTICLE II AMOUNTS AND TERMS OF THE ADVANCES	 	 	12	 
	 

	 	SECTION 2.01
	 	The Revolving Credit Advances and Reallocation Between Facilities
	 	 	12	 
	 

	 	SECTION 2.02
	 	Making the Revolving Credit Advances
	 	 	13	 
	 

	 	SECTION 2.03
	 	Competitive Bid Facility
	 	 	15	 
	 

	 	SECTION 2.04
	 	Facility Fees
	 	 	18	 
	 

	 	SECTION 2.05
	 	Termination or Reduction of the Commitments
	 	 	19	 
	 

	 	SECTION 2.06
	 	Repayment of Advances
	 	 	19	 
	 

	 	SECTION 2.07
	 	Interest on Revolving Credit Advances
	 	 	19	 
	 

	 	SECTION 2.08
	 	Interest Rate Determination
	 	 	21	 
	 

	 	SECTION 2.09
	 	Optional Conversion of Advances
	 	 	22	 
	 

	 	SECTION 2.10
	 	Prepayments
	 	 	22	 
	 

	 	SECTION 2.11
	 	Increased Costs
	 	 	23	 
	 

	 	SECTION 2.12
	 	Illegality
	 	 	24	 
	 

	 	SECTION 2.13
	 	Payments and Computations
	 	 	25	 
	 

	 	SECTION 2.14
	 	Taxes
	 	 	26	 
	 

	 	SECTION 2.15
	 	Sharing of Payments, Etc
	 	 	29	 
	 

	 	SECTION 2.16
	 	Use of Proceeds
	 	 	29	 
	 

	 	SECTION 2.17
	 	Evidence of Debt
	 	 	30	 
	 

	 	SECTION 2.18
	 	Call Right of Affiliates
	 	 	30	 
	 

	 	SECTION 2.19
	 	Put Right of Affiliates
	 	 	30	 
	 

	 	SECTION 2.20
	 	Extension of Facility
	 	 	31	 
	ARTICLE III CONDITIONS TO EFFECTIVENESS AND LENDING	 	 	33	 
	 

	 	SECTION 3.01
	 	Conditions Precedent to Initial Borrowing
	 	 	33	 
	 

	 	SECTION 3.02
	 	Conditions Precedent to Each Borrowing
	 	 	34	 
	 

	 	SECTION 3.03
	 	Determinations Under Section 3.01
	 	 	34	 
	ARTICLE IV REPRESENTATIONS AND WARRANTIES	 	 	34	 
	 

	 	SECTION 4.01
	 	Representations and Warranties of the Borrowers
	 	 	34	 
	ARTICLE V COVENANTS OF P&G	 	 	36	 






-i-









 






TABLE OF CONTENTS

(continued)




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page
	 
	 

	 	SECTION 5.01
	 	Affirmative Covenants
	 	 	36	 
	 

	 	SECTION 5.02
	 	Negative Covenants
	 	 	37	 
	ARTICLE VIEVENTS OF DEFAULT	 	 	38	 
	 

	 	SECTION 6.01
	 	Events of Default
	 	 	38	 
	 

	 	SECTION 6.02
	 	Remedies
	 	 	39	 
	ARTICLE VIITHE AGENT	 	 	39	 
	 

	 	SECTION 7.01
	 	Authorization and Action
	 	 	39	 
	 

	 	SECTION 7.02
	 	Agent’s Reliance, Etc
	 	 	40	 
	 

	 	SECTION 7.03
	 	Citibank and Affiliates
	 	 	40	 
	 

	 	SECTION 7.04
	 	Lender Credit Decision
	 	 	40	 
	 

	 	SECTION 7.05
	 	Indemnification
	 	 	41	 
	 

	 	SECTION 7.06
	 	Successor Agent
	 	 	41	 
	 

	 	SECTION 7.07
	 	Sub-Agent
	 	 	41	 
	 

	 	SECTION 7.08
	 	Other Agents
	 	 	42	 
	ARTICLE VIIIMISCELLANEOUS	 	 	42	 
	 

	 	SECTION 8.01
	 	Amendments, Etc
	 	 	42	 
	 

	 	SECTION 8.02
	 	Notices, Etc
	 	 	42	 
	 

	 	SECTION 8.03
	 	No Waiver; Remedies
	 	 	43	 
	 

	 	SECTION 8.04
	 	Costs and Expenses
	 	 	43	 
	 

	 	SECTION 8.05
	 	Right of Set-off
	 	 	45	 
	 

	 	SECTION 8.06
	 	Binding Effect
	 	 	45	 
	 

	 	SECTION 8.07
	 	Assignments and Participations
	 	 	45	 
	 

	 	SECTION 8.08
	 	Confidentiality
	 	 	47	 
	 

	 	SECTION 8.09
	 	Judgment Currency
	 	 	48	 
	 

	 	SECTION 8.10
	 	Additional Borrowers; Assumption of Advances
	 	 	48	 
	 

	 	SECTION 8.11
	 	Replacement of Lenders
	 	 	49	 
	 

	 	SECTION 8.12
	 	Governing Law
	 	 	49	 
	 

	 	SECTION 8.13
	 	Jurisdiction
	 	 	49	 
	 

	 	SECTION 8.14
	 	Execution in Counterparts
	 	 	50	 
	 

	 	SECTION 8.15
	 	Waiver of Jury Trial
	 	 	50	 
	 

	 	SECTION 8.16
	 	Patriot Act
	 	 	50	 






-ii-









 






	 	 	 	 	 
	Schedules
	 	 	 	 
	 
	 	 	 	 
	Schedule I

	 	—
	 	List of Applicable Lending Offices
	Schedule II

	 	—
	 	Commitments
	 
	 	 	 	 
	Exhibits
	 	 	 	 
	 
	 	 	 	 
	Exhibit A-1

	 	—
	 	Form of Notice of Revolving Credit Borrowing
	Exhibit A-2

	 	—
	 	Form of Notice of Competitive Bid Borrowing
	Exhibit B

	 	—
	 	Form of Assignment and Acceptance
	Exhibit C-1

	 	—
	 	Form of Opinion of Luxembourg Counsel for the Initial Borrower
	Exhibit C-2

	 	—
	 	Form of Opinion of In-house Counsel for the Initial Borrower
	Exhibit C-3

	 	—
	 	Form of Opinion of Special Counsel for the Initial Borrower
	Exhibit D

	 	—
	 	Form of Borrower Accession Agreement
	Exhibit E

	 	—
	 	Form of Section 2.14 Certificate
	Exhibit F-1

	 	—
	 	Form of Tranche A Note
	Exhibit F-2

	 	—
	 	Form of Tranche B Note
	Exhibit F-3

	 	—
	 	Form of Competitive Bid Note
	Exhibit G

	 	—
	 	Form of Notice of Extension of Termination Date







-iii-












 





$17,000,000,000

364-DAY REVOLVING CREDIT AGREEMENT




Dated as of July 27, 2005,




as amended as of July 30, 2006, as further amended as of December 7, 2006 and as further amended as
of
August 17, 2007




     THE PROCTER & GAMBLE COMPANY, an Ohio corporation (“P&G”), PROCTER & GAMBLE
INTERNATIONAL S.A.R.L., a société à responsabilité limitée organized under the laws of the Grand
Duchy of Luxembourg (“PGI”), PROCTER & GAMBLE HOLDING (HK) LIMITED, a company organized and
existing under the laws of Hong Kong (“P&G HK”), PROCTER & GAMBLE INTERNATIONAL OPERATIONS
S.A., a company organized and existing under the laws of Switzerland (“PGIO” and, together
with P&G, PGI, P&G HK and the Additional Borrowers (as hereinafter defined), collectively, the
“Borrowers”), the LENDERS PARTY HERETO, CITIBANK, N.A., as sole lead arranger and
administrative agent for such Lenders (together with any successor thereto appointed pursuant to
Article VII, the “Agent”), JPMORGAN CHASE BANK, N.A., as syndication agent and ABN AMRO
BANK N.V., DEUTSCHE BANK AG, NEW YORK BRANCH and HSBC BANK USA, NATIONAL ASSOCIATION., as
co-documentation agents, agree as follows:



ARTICLE I




DEFINITIONS AND ACCOUNTING TERMS




     SECTION 1.01 Certain Defined Terms.



     As used in this Agreement, the following terms shall have the following meanings (such
meanings to be equally applicable to both the singular and plural forms of the terms defined):



     “Act” has the meaning specified in Section 8.16.



     “Additional Borrower” has the meaning specified in Section 8.10(a).



     “Advance” means a Tranche A Advance, a Tranche B Advance or a Competitive Bid Advance
made by a Lender to a Borrower as part of a Borrowing and refers to a Base Rate Advance or a
Eurocurrency Rate Advance (each of which shall be a “Type” of Advance).



     “Affiliate” means, as to any Person, any other Person that, directly or indirectly,
controls, is controlled by or is under common control with such Person or is a director or officer
of such Person. For purposes of this definition, the term “control” (including the terms
“controlling”, “controlled by” and “under common control with”) of a Person means the possession,
direct or indirect, of the power to vote 10% or more of the Voting Equity of such Person.



     “Agent’s Account” means (a) in the case of Advances denominated in Dollars, the
account of the Agent maintained at Citibank, N.A., at its office at Two Penns Way, New Castle,
Delaware 19720, Account No. 36852248, Attention: Bank Loan Syndications, (b) in the case of
Advances denominated in any Optional Currency, the account of the Sub-Agent designated in writing
from time to time by the Agent to the Borrowers and the Lenders for such purpose, and (c) in any
such case, such other account of the Agent as is designated in writing from time to time by the
Agent to each of the Borrowers and the Lenders for such purpose.



 









 





     “Agreement” means this 364-Day Revolving Credit Agreement, dated as of August 17,
2007, as amended, supplemented or otherwise modified from time to time.



     “Amendment Effective Date” means the date on which the condition precedent to the
effectiveness of the amendment to this Agreement, dated as of December 7, 2006, has been satisfied.



     “Applicable Lending Office” means, with respect to each Lender, such Lender’s Domestic
Lending Office in the case of a Base Rate Advance and such Lender’s Eurocurrency Lending Office in
the case of a Eurocurrency Rate Advance and, in the case of a Competitive Bid Advance, the office
of such Lender or any of its Affiliates notified by such Lender to the Agent as its Applicable
Lending Office with respect to such Competitive Bid Advance. It is acknowledged and agreed that
any Lender may have one or more Applicable Lending Offices with respect to Advances of any Type
made or to be made to any Borrower and one or more other Applicable Lending Offices with respect to
Advances of such Type made or to be made to any other Borrower.



     “Applicable Margin” means, as of any date, (a) for Base Rate Advances, 0.000% per
annum and (b) for Eurocurrency Rate Advances, 0.070% per annum.



     “Assignment and Acceptance” means an assignment and acceptance entered into by a
Lender and any Person and approved by P&G and the Agent, in substantially the form of Exhibit
B hereto or in such other form as agreed to by P&G, the Agent and the applicable Lender
assignee.



     “Assuming Extending Lender” has the meaning specified in Section 2.20(c).



     “Base Rate” means a fluctuating interest rate per annum in effect from time to time,
which rate per annum shall at all times be equal to the higher of:




     (a) the rate of interest announced publicly by Citibank, N.A. in New York, New York,
from time to time, as Citibank, N.A.’s base rate; and




     (b) 0.50% per annum above the Federal Funds Rate.



     “Base Rate Advance” means a Revolving Credit Advance denominated in Dollars that bears
interest as provided in Section 2.07(a)(i).



     “beneficial owner” has the meaning specified in Section 2.14(c)(v).



     “Borrowers” has the meaning specified in the recital of parties to this Agreement.



     “Borrowing” means a Revolving Credit Borrowing or a Competitive Bid Borrowing.



     “Borrower Accession Agreement” has the meaning specified in Section 8.10(a).



     “Business Day” means a day of the year on which banks are not required or authorized
by law to close in New York City and, if the applicable Business Day relates to any Eurocurrency
Rate Advances, on which dealings are carried on in the London interbank market (or, in the case of
an Advance denominated in (i) Euros, on which the Trans-European Automated Real-Time Gross
Settlement Express Transfer (TARGET) System is open or (ii) a currency other than Dollars and
Euros, on which dealings in deposits in the relevant currency are conducted by and between banks in
the London or other applicable offshore interbank markets for such currency).



-2-









 





     “Change in Law” has the meaning specified in Section 2.14(a).



     “Closing Date” has the meaning specified in Section 3.01.



     “Commitment” means, with respect to each Lender, the Tranche A Commitment or the
Tranche B Commitment of such Lender, as the context may require.



     “Communications” has the meaning specified in Section 8.02(b).



     “Competitive Bid Advance” means an advance by a Lender to any Borrower as part of a
Competitive Bid Borrowing and refers to a Fixed Rate Advance or a Eurocurrency Rate Advance.



     “Competitive Bid Borrowing” means a borrowing consisting of simultaneous Competitive
Bid Advances from each of the Lenders whose offer to make one or more Competitive Bid Advances as
part of such Borrowing has been accepted under the competitive bidding procedure described in
Section 2.03.



     “Competitive Bid Note” has the meaning specified in Section 2.03(f).



     “Competitive Bid Reduction” means, at any time, the deemed use of each Lender’s
Tranche A Commitment in an amount equal to such Lender’s Pro Rata Share of all outstanding
Competitive Bid Advances at such time.



     “Confidential Information” means information that P&G or any of the other Borrowers
furnishes to the Agent or any Lender on a confidential basis or that a reasonable Person would
conclude is confidential or proprietary, but does not include any such information that is or
becomes generally available to the public or that is or becomes available to the Agent or such
Lender from a source other than P&G, any of the other Borrowers or any of their Affiliates or any
of their respective advisors.



     “Consenting Lender” has the meaning specified in Section 2.20(b).



     “Consolidated” refers to the consolidation of accounts in accordance with GAAP.



     “Consolidated Assets” means, with respect to any Person, all assets of such Person and
its Subsidiaries that, in accordance with GAAP, would be classified as assets on the balance sheet
of such Person determined on a Consolidated basis.



     “Consolidated EBITDA” means, for any Person for any period, net income (or net loss)
plus the sum of (a) interest expense, (b) income tax expense, (c) depreciation expense and (d)
amortization expense, in each case determined for such Person and its Consolidated Subsidiaries in
accordance with GAAP for such period.



     “Convert”, “Conversion” and “Converted” each refers to a conversion of
Revolving Credit Advances under a particular Facility and of one Type into Revolving Credit
Advances under such particular Facility of the other Type pursuant to Section 2.08 or 2.09.



     “Covered Jurisdiction” means, with respect to any Borrower, the United States,
Switzerland and Ireland.



     “Debt” of any Person means, without duplication, (a) all indebtedness of such Person
for borrowed money, (b) all obligations of such Person for the deferred purchase price of property
or services (other than trade payables incurred in the ordinary course of such Person’s business),
(c) all obligations of



-3-









 







such Person evidenced by notes, bonds, debentures or other similar instruments, (d) all
obligations of such Person as lessee under leases that have been or should be, in accordance with
GAAP, recorded as capital leases, (e) all non-contingent obligations to reimburse any Person in
respect of any amounts paid under acceptances, letters of credit or similar extensions of credit,
(f) all Debt of others referred to in clauses (a) through (e) above or clause (g) below guaranteed
directly or indirectly in any manner by such Person, or in effect guaranteed directly or indirectly
by such Person through an agreement (i) to pay or purchase such Debt or to advance or supply funds
for the payment or purchase of such Debt, (ii) to purchase, sell or lease (as lessee or lessor)
property, or to purchase or sell services, primarily for the purpose of enabling the debtor to make
payment of such Debt or to assure the holder of such Debt against loss, (iii) to supply funds to or
in any other manner invest in the debtor (including any agreement to pay for property or services
irrespective of whether such property is received or such services are rendered) or (iv) otherwise
to assure a creditor against loss, and (g) all Debt referred to in clauses (a) through (f) above
secured by (or for which the holder of such Debt has an existing right, contingent or otherwise, to
be secured by) any Mortgage on property (including, without limitation, accounts and contract
rights) owned by such Person, even though such Person has not assumed or become liable for the
payment of such Debt.



     “Default” means any Event of Default or any event that would constitute an Event of
Default but for the requirement that notice be given or time elapse or both.



     “Defaulting Lender” means any Lender that (a) has failed to fund any portion of the
Advances required to be funded by it hereunder within three Business Days of the date required to
be funded by it hereunder and such failure is continuing, or (b) has otherwise failed to pay over
to the Agent or any other Lender any other amount required to be paid by it hereunder within three
Business Days of the date when due, and such failure is continuing, unless the subject of a good
faith dispute.



     “Dollars” and the “$” sign each means lawful currency of the United States of
America.



     “Domestic Lending Office” means, with respect to any Lender, the office, offices,
Affiliate or Affiliates of such Lender specified as its “Domestic Lending Office” opposite its name
on Schedule I hereto or in the Assignment and Acceptance pursuant to which it became a Lender, or
such other office or Affiliate of such Lender as such Lender may from time to time specify to each
of the Borrowers and the Agent. It is acknowledged and agreed that any Lender may specify one or
more Domestic Lending Offices with respect to Advances made or to be made to any Borrower and one
or more other Domestic Lending Offices with respect to Advances made or to be made to any other
Borrower; provided that no Lender may specify more than one Domestic Lending Office unless it also
specifies a “Principal Domestic Lending Office”, in which case such “Principal Domestic Lending
Office” shall be deemed to be its “Domestic Lending Office” for purposes of the definition herein
of “Eurocurrency Lending Office” and Section 8.02.



     “Email” has the meaning specified in Section 8.02(a).



     “EMU” means Economic and Monetary Union as contemplated in the Treaty of Rome.



     “EMU Legislation” means legislative measures of the European Union for the
introduction of, changeover to or operation of the Euro in one or more member states, being in part
legislative measures to implement EMU.



     “Equivalent” means, at any time, (a) with respect to any amount denominated in
Dollars, the equivalent amount thereof in the applicable Optional Currency determined by using the
quoted spot rate at which the Sub-Agent’s principal office in London offers to exchange Dollars for
such Optional Currency in London prior to 4:00 P.M. (London time) (unless otherwise indicated by
the terms of this



-4-









 







Agreement) on such date as is required pursuant to the terms of this Agreement and (b) with
respect to any amount denominated in any Optional Currency, the equivalent amount thereof in
Dollars determined by using the quoted spot rate at which the Sub-Agent’s principal office in
London offers to exchange such Optional Currency for Dollars in London prior to 4:00 P.M. (London
time) (unless otherwise indicated by the terms of this Agreement) on such date as is required
pursuant to the terms of this Agreement.



     “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from
time to time, and the regulations promulgated and rulings issued thereunder.



     “Euro” and “(euro)” means the lawful currency of the European Union as
constituted by the Treaty of Rome which established the European Community.



     “Eurocurrency Lending Office” means, with respect to any Lender, the office, offices,
Affiliate or Affiliates of such Lender specified as its “Eurocurrency Lending Office” opposite its
name on Schedule I hereto or in Assignment and Acceptance pursuant to which it became a Lender (or,
if no such office is specified, its Domestic Lending Office), or such other office, offices,
Affiliate or Affiliates of such Lender as such Lender may from time to time specify to each of the
Borrowers and the Agent. It is acknowledged and agreed that any Lender may specify one or more
Eurocurrency Lending Offices with respect to Advances made or to be made to any Borrower and one or
more other Eurocurrency Lending Offices with respect to Advances made or to be made to any other
Borrower.



     “Eurocurrency Rate” means, for any Interest Period for each Eurocurrency Rate Advance
comprising part of the same Borrowing, the rate per annum (rounded upward to the nearest whole
multiple of 1/1000 of 1% per annum) appearing on Reuters Screen LIBOR01 Page (or on any successor
or substitute page) as the London interbank offered rate for deposits in the applicable currency at
approximately 11:00 A.M. (London time) on the Business Day immediately preceding the first day of
such Interest Period, for a term comparable to such Interest Period or, if for any reason such rate
is not available, the average (rounded upward to the nearest whole multiple of 1/1000 of 1% per
annum, if such average is not such a multiple) of the rate per annum at which deposits in the
applicable currency is offered by the principal office of each of the Reference Banks in London,
England to prime banks in the London interbank market at 11:00 A.M. (London time) on the Business
Day immediately preceding the first day of such Interest Period in an amount substantially equal to
such Reference Bank’s Eurocurrency Rate Advance comprising part of such Borrowing to be outstanding
during such Interest Period and for a period equal to such Interest Period. If the Reuters Screen
LIBOR01 Page (or on any successor or substitute page) is unavailable, the Eurocurrency Rate for any
Interest Period for each Eurocurrency Rate Advance comprising part of the same Borrowing shall be
determined by the Agent on the basis of applicable rates furnished to and received by the Agent
from the Reference Banks on the Business Day immediately preceding the first day of such Interest
Period, subject, however, to the provisions of Section 2.08.



     “Eurocurrency Rate Advance” means a Revolving Credit Advance denominated in any
Optional Currency that bears interest as provided in Section 2.07(a)(ii) or a Competitive Bid
Advance denominated in any Optional Currency that bears interest by reference to the Eurocurrency
Rate.



     “Events of Default” has the meaning specified in Section 6.01.



     “Excluded Taxes” means, (a) with respect to any Lender or the Agent, Taxes imposed on
such Person’s overall net income (and franchise Taxes imposed on such Person in lieu of net income
Taxes) as a result of any present or former connection between such Person and the relevant taxing
authority, in each case, whether in effect as of the date hereof or subsequently imposed as a
result of a Change in Law, and (b) with respect to payments made by any Borrower organized in a
Covered Jurisdiction to any



-5-









 







Person, any Taxes not imposed as a direct result of a Change in Law occurring after the date
on which such Person became a Lender or the Agent.



     “Existing Credit Agreement” means the Bridge Credit Agreement dated as of January 28,
2005 between the Initial Borrower and Merrill Lynch Capital Corporation, as amended, supplemented
and otherwise modified from time to time.



     “Facility” means the Tranche A Facility or the Tranche B Facility, as the context may
require.



     “Facility Fee” has the meaning specified in Section 2.04(a).



     “Federal Funds Rate” means, for any period, a fluctuating interest rate per annum
equal for each day during such period to the weighted average of the rates on overnight Federal
funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as
published for such day (or, if such day is not a Business Day, for the next preceding Business Day)
by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a
Business Day, the average of the quotations for such day on such transactions received by the Agent
from three Federal funds brokers of recognized standing selected by it.



     “Five Year Revolving Credit Agreement” means the Five Year Revolving Credit Agreement,
dated as of June 27, 2005 (as amended as of July 20, 2006, as further amended as of December 7,
2006, and further amended as of August 17, 2007, and as may be further amended, supplemented or
otherwise modified from time to time, the), among the Borrower, the other “Borrowers” referred to
therein, Citibank, N.A, as the Agent, the Lenders, Citigroup Global Markets Inc., as sole lead
arranger and sole book runner, JPMorgan Chase Bank, N.A., as syndication agent, and Deutsche Bank
Securities Inc., as documentation agent.



     “Fixed Rate Advances” means a Competitive Bid Advance denominated in any Optional
Currency that bears interest as provided in Section 2.03(a)(i).



     “GAAP” has the meaning specified in Section 1.03.



     “Indemnified Costs” has the meaning specified in Section 7.05.



     “Initial Borrower” means PGI, in its capacity as the Initial Borrower under the
Existing Credit Agreement.



     “Initial Lender” means each financial institution identified as an Initial Lender on
the signature pages to this Agreement.



     “Interest Payment Date” means (a) with respect to any Base Rate Advance, (i) the last
day of each March, June, September and December during the period in which such Base Rate Advance
is outstanding and (ii) the date such Base Rate Advance is Converted or paid in full, and (b) with
respect to any Eurocurrency Rate Advance, (i) the last day of each Interest Period applicable to
such Eurocurrency Rate Advance and, if such Interest Period has a duration of more than three
months, each day that occurs during such Interest Period every three months from the first day of
such Interest Period and (ii) the date such Eurocurrency Rate Advance is Converted or paid in full.



     “Interest Period” means, for each Eurocurrency Rate Advance comprising part of the
same Borrowing, the period commencing on the date of such Eurocurrency Rate Advance or the date of
the Conversion of any Base Rate Advance into such Eurocurrency Rate Advance and ending on the last
day



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of the period selected by the Borrower requesting a Borrowing pursuant to the provisions below
and, thereafter, with respect to Eurocurrency Rate Advances, each subsequent period commencing on
the last day of the immediately preceding Interest Period and ending on the last day of the period
selected by such Borrower pursuant to the provisions below. The duration of each such Interest
Period shall be one week or one, two, three or six, or to the extent generally available, nine or
twelve months, as such Borrower may, upon notice received by the Agent not later than 9:00 A.M.
(New York City time) on the Business Day immediately preceding the first day of such Interest
Period, select; provided, however, that:




     (a) no Borrower may select any Interest Period that ends after the Termination Date or,
if the Advances have been converted to a term loan pursuant to Section 2.20 prior to such
selection, that ends after the Maturity Date;




     (b) Interest Periods commencing on the same date for Eurocurrency Rate Advances
comprising part of the same Borrowing shall be of the same duration;




     (c) whenever the last day of any Interest Period would otherwise occur on a day other
than a Business Day, the last day of such Interest Period shall be extended to occur on the
next succeeding Business Day, provided, however, that, if such extension would cause the
last day of such Interest Period to occur in the next following calendar month, the last day
of such Interest Period shall occur on the next preceding Business Day; and




     (d) whenever the first day of any Interest Period occurs on a day of an initial
calendar month for which there is no numerically corresponding day in the calendar month
that succeeds such initial calendar month by the number of months equal to the number of
months in such Interest Period, such Interest Period shall end on the last Business Day of
such succeeding calendar month.



     “Internal Revenue Code” means the Internal Revenue Code of 1986, as amended from time
to time, and the regulations promulgated and rulings issued thereunder.



     “Lenders” means each Initial Lender and each Person that shall become a party hereto
pursuant to Section 8.07 and, as to any Lender, the term “Lender” includes any of its Affiliates
designated as such by such Lender located in (e.g., being fiscally resident in or organized in or
having a branch, office, permanent establishment or other place of business in) a Covered
Jurisdiction.



     “Loan Documents” means, collectively, this Agreement, each Note, if any, and each
Borrower Accession Agreement.



     “Material Adverse Change” means any material adverse change in the financial condition
or results of operations of P&G and its Subsidiaries, taken as a whole.



     “Material Adverse Effect” means a material adverse effect on (a) the financial
condition or results of operations of P&G and its Subsidiaries, taken as a whole, (b) the rights
and remedies of the Agent or the Lenders under any Loan Document or (c) the ability of the
Borrowers to perform their obligations under the Loan Documents.



     “Material Subsidiary” means, at any time, any Subsidiary of P&G having (a) assets with
a value of not less than 5% of the total value of the assets of P&G and its Subsidiaries, taken as
a whole, or (b) Consolidated EBITDA of not less than 5% of the aggregate Consolidated EBITDA of P&G
and its Subsidiaries, taken as a whole, in each case as of the end of or for the most recently
completed fiscal quarter of P&G.



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     “Maturity Date” means the earlier of (a) the first or second anniversary of the
Scheduled Termination Date, as determined by P&G in accordance with Section 2.20 and (b) the date
of termination in whole of the aggregate Commitments pursuant to Section 2.05 or 6.02.



     “Mortgage” means any lien or security interest or other charge or encumbrance having
the effect of a lien or security interest.



     “Non-Consenting Lender” has the meaning specified in Section 2.20(b).



     “Non-Excluded Taxes” has the meaning specified in Section 2.14(a).



     “Note” means a Tranche A Note, a Tranche B Note or a Competitive Bid Note, as context
may require.



     “Notice” has the meaning specified in Section 8.02(c).



     “Notice of Competitive Bid Borrowing” has the meaning specified in Section 2.03(a)(i).



     “Notice of Revolving Credit Borrowing” has the meaning specified in Section 2.02(a).



     “Optional Currency” means Dollars, Sterling, Yen or Euro, as the context may require.



     “P&G Guaranty” means the Guaranty dated as of August 23, 2006 made by P&G in favor of
the Agent and the Lenders.



     “Permitted Mortgages” means the following types of Mortgages:




     (a) Mortgages for taxes, assessments and governmental charges or levies to the extent
not otherwise required to be paid under Section 5.01(b);




     (b) Mortgages imposed by law, including, without limitation, materialmen’s, mechanics’,
carriers’, workmen’s, storage and repairmen’s Mortgages and other similar Mortgages arising
in the ordinary course of business;




     (c) pledges or deposits to secure obligations under workers’ compensation laws,
unemployment insurance or other similar social security legislation (including, without
limitation, in respect of employee benefit plans subject to ERISA) or to secure public or
statutory obligations;




     (d) Mortgages securing the performance of, or payment in respect of, tenders, statutory
obligations, progress or advance payments, contract bids, government or utility obligations,
payment, performance, surety and return-of-money bonds and other similar obligations
incurred in the ordinary course of business and other obligations of a similar nature,
whether pursuant to statutory requirements, common law or consensual arrangements;




     (e) any interest or title of a lessor or sublessor or a licensor and any restriction or
encumbrance to which the interest or title of such lessor, sublessor or licensor may be
subject;




     (f) Mortgages arising out of judgments or awards that do not constitute an Event of
Default under Section 6.01(e);



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     (g) rights of way, easements, restrictions (including zoning restrictions), covenants,
consents, reservations, encroachments, variations, mineral reservations and rights, leases,
licenses and other similar restrictions, charges, encumbrances (whether or not recorded),
prior rights of other Persons, and similar obligations with respect to real property arising
by operation of law or contained in similar instruments;




     (h) Mortgages arising from the rights of lessors under leases (including financing
statements regarding property subject to such leases or subleases);




     (i) rights of consignors of goods, whether or not perfected by the filing of a
financing statement under the Uniform Commercial Code of any jurisdiction (or similar
filings and recordings under equivalent provisions of applicable law), including, without
limitation, goods which are the subject of tolling agreements or manufacturing and servicing
agreements;




     (j) leases, licenses, subleases or sublicenses (including the provision of software
under an open source license) which would not have a Material Adverse Effect;




     (k) Liens in favor of customs and revenue authorities to secure payment of customs
duties in connection with the importation of goods in the ordinary course of business;




     (l) Liens (i) of a collection bank arising under Section 4-210 of the Uniform
Commercial Code on the items in the course of collection, (ii) attaching to commodity
trading accounts or other commodities brokerage accounts and (iii) in favor of a banking or
other financial institution arising as a matter of law encumbering deposits or other funds
maintained with a financial institution (including the right of set off);




     (m) Liens consisting of an agreement or arrangement to sell, lease, transfer or
otherwise convey or dispose of property of P&G and/or one or more of its Subsidiaries; and




     (n) Liens arising as part of the securitization (or other similar arrangements) or
other off-balance sheet financing of property of P&G and/or one or more of its Subsidiaries.



     “Person” means an individual, partnership, corporation (including a business trust),
joint stock company, trust, unincorporated association, joint venture, limited liability company or
other entity, or a government or any political subdivision or agency thereof.



     “Platform” has the meaning specified in Section 8.02(b).



     “Primary Currency” has the meaning specified in Section 8.09(b).



     “Principal Manufacturing Property” means any facility (together with the land on which
it is erected and fixtures comprising a part thereof) used primarily for manufacturing or
processing, wherever located, owned or leased by any Borrower or any Subsidiary of any Borrower and
having a gross book value in excess of $750,000,000, other than any such facility or portion
thereof (a) which is a pollution control or other facility financed by obligations issued by (i) a
state or local governmental unit pursuant to Section 103(b)(4)(E), 103(b)(4)(F) or 103(b)(6) of the
Internal Revenue Code of 1954, or any successor provision thereof, or (ii) the equivalent of the
financing referred to in subclause (a)(i) above in any jurisdiction other than the United States,
or (b) which, in the opinion of the Board of Directors of P&G or any Borrower, is not of material
importance to the total business conducted by P&G and its Subsidiaries, considered as a whole.



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     “Process Agent” has the meaning specified in Section 8.13(a).



     “Pro Rata Share” of any amount means, with respect to any Lender at any time, the
product of (a) such amount multiplied by (b) a fraction the numerator of which is the amount of
such Lender’s Commitment(s) under the applicable Facility or Facilities at such time (or, if the
Commitments shall have been terminated pursuant to Section 2.05 or 6.02 at or prior to such time,
such Lender’s Commitment(s) under the applicable Facility or Facilities as in effect immediately
prior to such termination) and the denominator of which is the aggregate amount of such Facility or
Facilities at such time (or, if the Commitments shall have been terminated pursuant to Section 2.05
or 6.02 at or prior to such time, the applicable Facility or Facilities as in effect immediately
prior to such termination).



     “Reference Advance” has the meaning specified in Section 2.07(c).



     “Reference Banks” means (a) in the case of any Revolving Credit Borrowing, Citibank,
N.A. and JPMorgan Chase Bank, N.A. and (b) in the case of any Competitive Bid Borrowing, two of the
Lenders making the all or part of such Competitive Bid Borrowing (as selected by the applicable
Borrower) or if only one Lender is making such Competitive Bid Borrowing, such Lender.



     “Register” has the meaning specified in Section 8.07(d).



     “Related Indemnified Party” has the meaning specified in Section 8.04(b).



     “Required Lenders” means at any time Lenders owed in excess of 50% of the then
aggregate unpaid principal amount (based on the Equivalent in Dollars at such time) of the
Revolving Credit Advances owing to the Lenders or, if no such principal amount is then outstanding,
Lenders having in excess of 50% of the Commitments; provided, however, that if any Lender shall be
an Affiliate of any Borrower at such time, there shall be excluded from the determination of
Required Lenders at such time the then aggregate unpaid principal amount (based on the Equivalent
in Dollars at such time) of the Revolving Credit Advances owing to such Affiliate (in its capacity
as a Lender) at such time or, if no such principal amount is then outstanding, such Affiliate’s
Commitment at such time.



     “Revolving Credit Advance” means a Tranche A Advance or a Tranche B Advance, as
applicable.



     “Revolving Credit Borrowing” means a Tranche A Borrowing or a Tranche B Borrowing, as
applicable.



     “Scheduled Termination Date” means the Termination Date as defined by reference to
clause (a) of the definition thereof.



     “Section 2.14 Certificate” has the meaning specified in Section 2.14(c)(ii).



     “Sterling” means the lawful currency of the United Kingdom.



     “Sub-Agent” means Citibank International plc.



     “Subsidiary” of any Person means any corporation, partnership, joint venture, limited
liability company, trust or estate of which (or in which) more than 50% of (a) the issued and
outstanding capital stock having ordinary voting power to elect a majority of the Board of
Directors of such corporation (irrespective of whether at the time capital stock of any other class
or classes of such corporation shall or might have voting power upon the occurrence of any
contingency), (b) the interest in the capital or profits



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of such limited liability company, partnership or joint venture or (c) the beneficial interest
in such trust or estate is at the time directly or indirectly owned or controlled by such Person,
by such Person and one or more of its other Subsidiaries or by one or more of such Person’s other
Subsidiaries.



     “Taxes” has the meaning specified in Section 2.14(a).



     “Termination Date” means the earlier of (a) August 15, 2008 and (b) the date of
termination in whole of the aggregate Commitments pursuant to Section 2.05 or 6.02.



     “Tranche A Advance” means an advance by a Lender to a Borrower as part of a Tranche A
Borrowing and refers to a Base Rate Advance or a Eurocurrency Rate Advance.



     “Tranche A Borrowing” means a Borrowing consisting of simultaneous Tranche A Advances
of the same Type made by each of the Lenders pursuant to Section 2.01(b).



     “Tranche A Commitment” means, with respect to each Lender, the amount set forth
opposite such Lender’s name on Schedule II hereof and identified as its “Tranche A Commitment” or,
if such Lender has entered into any Assignment and Acceptance, the amount set forth for such Lender
in the Register maintained by the Agent pursuant to Section 8.07(d), as such amount may be reduced
pursuant to Section 2.05.



     “Tranche A Facility” means, at any time, the aggregate Tranche A Commitments of all of
the Lenders at such time.



     “Tranche A Note” has the meaning specified in Section 2.17(a).



     “Tranche B Advance” means an advance by a Lender to a Borrower as part of a Tranche B
Borrowing and refers to a Base Rate Advance or a Eurocurrency Rate Advance.



     “Tranche B Borrowing” means a Borrowing consisting of simultaneous Tranche B Advances
of the same Type made by each of the Lenders pursuant to Section 2.01(c).



     “Tranche B Commitment” means, with respect to each Lender, the amount set forth
opposite such Lender’s name on Schedule II hereof and identified as its “Tranche B Commitment” or,
if such Lender has entered into any Assignment and Acceptance, the amount set forth for such Lender
in the Register maintained by the Agent pursuant to Section 8.07(d), as such amount may be reduced
pursuant to Section 2.05.



     “Tranche B Facility” means, at any time, the aggregate Tranche B Commitments of all of
the Lenders at such time.



     “Tranche B Note” has the meaning specified in Section 2.17(a).



     “Treaty of Rome” means the Treaty of Rome of 25 March 1957, as amended by the Single
European Act 1986 and the Maastricht Treaty (which was signed at Maastricht on 7 February 1992 and
came into force on 1 November 1993), as such treaty may be amended from time to time and as
referred to in the EMU legislation.



     “Type” has the meaning specified in the definition of “Advance” set forth in
this Section 1.01.



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     “Unused Tranche A Commitment” means, with respect to any Lender at any time, (a) such
Lender’s Tranche A Commitment at such time, less (b) the sum of:




     (i) the aggregate principal amount of all Tranche A Advances made by such Lender (in
its capacity as a Lender) and outstanding at such time; and




     (ii) the product of (A) a fraction the numerator of which is the amount of such
Lender’s Tranche A Commitment at such time minus the aggregate principal amount of the
Tranche A Advances held by such Lender at such time and the denominator of which is the
aggregate Tranche A Commitments of all Lenders at such time minus the aggregate principal
amount of the Tranche A Advances made by the Lenders and outstanding at such time and (B)
the aggregate principal amount of all Competitive Bid Advances made by the Lenders and
outstanding at such time.



     “Unused Tranche B Commitment” means, with respect to any Lender at any time, (a) such
Lender’s Tranche B Commitment at such time, less (b) the aggregate principal amount of all Tranche
B Advances made by such Lender (in its capacity as a Lender) and outstanding at such time.



     “Voting Equity” means capital stock issued by a corporation, or equivalent interests
in any other Person, the holders of which are ordinarily, in the absence of contingencies, entitled
to vote for the election of directors (or persons performing similar functions) of such Person,
even if the right so to vote has been suspended by the happening of such a contingency.



     “Yen” means the lawful currency of Japan.



     SECTION 1.02 Computation of Time Periods. In this Agreement in the computation of periods of time
from a specified date to a later specified date, the word “from” means “from and including” and
the words “to” and “until” each mean “to but excluding”.



     SECTION 1.03 Accounting Terms. All accounting terms not specifically defined herein shall be
construed in accordance with generally accepted accounting principles consistent with those applied
in the preparation of the financial statements delivered to the Agent in accordance with this
Agreement (“GAAP”).



ARTICLE II




AMOUNTS AND TERMS OF THE ADVANCES




     SECTION 2.01 The Revolving Credit Advances and Reallocation Between Facilities.(a) Tranche A
Advances. Each Lender severally agrees, on the terms and conditions hereinafter set forth, to
make Tranche A Advances to each Borrower from time to time on any Business Day during the period
from the Closing Date until the Termination Date in an aggregate amount (based in respect of any
Advances to be denominated in any Optional Currency other than Dollars by reference to the
Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of
Revolving Credit Borrowing) not to exceed such Lender’s Unused Tranche A Commitment. Each such
Borrowing shall be in a minimum amount of $10,000,000, in respect of Tranche A Advances denominated
in Dollars (or the Equivalent in any other applicable Optional Currency thereof), or, if less, an
aggregate amount
equal to the amount by which the aggregate amount of a proposed Competitive Bid Borrowing
requested by any Borrower exceeds the aggregate amount of Competitive Bid Advances offered to be
made by the Lenders and accepted by such Borrower in respect of such Competitive Bid Borrowing, if
such Competitive Bid Borrowing is made on the same date as such Tranche A Borrowing) and shall
consist of Tranche A



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Advances of the same Type made on the same day by the Lenders ratably
according to their respective Tranche A Commitments; provided that such minimum amount shall not
apply with respect to any Revolving Credit Advances made in accordance with the provisions of
Sections 2.04(b) or 2.07(c). Within the limits of each Lender’s Tranche A Commitment, each
Borrower may borrow under this Section 2.01(a), prepay pursuant to Section 2.10 and reborrow under
this Section 2.01(a).



     (b) Tranche B Advances. Each Lender severally agrees, on the terms and conditions
hereinafter set forth, to make Tranche B Advances to each Borrower from time to time on any
Business Day during the period from the Closing Date until the Termination Date in an aggregate
amount (based in respect of any Advances to be denominated in any Optional Currency by reference to
the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of
Revolving Credit Borrowing) not to exceed such Lender’s Unused Tranche B Commitment. Each such
Borrowing shall be in a minimum amount of $10,000,000, in respect of Tranche B Advances denominated
in Dollars (or the Equivalent in any other applicable Optional Currency thereof), and shall consist
of Tranche B Advances of the same Type made on the same day by the Lenders ratably according to
their respective Tranche B Commitments; provided that such minimum amount shall not apply with
respect to any Tranche B Advances made in accordance with the provisions of Sections 2.04(b) or
2.07(c). Within the limits of each Lender’s Tranche B Commitment, each Borrower may borrow under
this Section 2.01(b), prepay pursuant to Section 2.10 and reborrow under this Section 2.01(b).



     (c) Reallocation of Advances and Commitments. P&G shall be entitled, upon at least
one Business Day’s notice to the Agent, to reallocate a portion of the Tranche A Commitments to
additional Tranche B Commitments (and vice versa) and/or to reallocate all or a portion of the
outstanding Tranche A Advances comprising part of the same Borrowings to additional Tranche B
Advances comprising part of the same Borrowings (and vice versa); provided that (a) each such
reallocation of Commitments and/or Advances shall be made ratably among the Lenders; provided that
P&G, in its sole discretion, may elect to reallocate all, a portion or none of such Commitments
and/or Advances to any Lender that is an Affiliate of a Borrower, (b) any such reallocation of
Advances shall be in an aggregate principal amount of at least $100,000,000 (or the Equivalent in
any other applicable Optional Currency thereof) or shall otherwise be all of the Revolving Credit
Advances comprising part of the same Borrowings and (c) any such reallocation of Commitments and/or
Advances may (but shall not be required) be made in conjunction with the exercise of the call
rights set forth in Section 2.18 and/or the put rights set forth in Section 2.19. Any notice
delivered by P&G pursuant to this Section 2.01(c) shall specify (i) the effective date of each
intended reallocation of Commitments and/or Advances (ii) whether the reallocation is of
Commitments, Revolving Credit Advances or both, (iii) the amount of each such reallocation of
Commitments and/or Revolving Credit Advances and, in the case of Revolving Credit Advances, which
Borrowings are to comprise such reallocation. On or promptly following the effective date of any
reallocation of Commitments and/or Revolving Credit Advances pursuant to this Section 2.01(c), the
Agent shall notify the Lenders of the effective date of each such reallocation and shall distribute
a revised Schedule II hereto reflecting each such reallocation



     SECTION 2.02 Making the Revolving Credit Advances.



     (a) Each Revolving Credit Borrowing shall be made on notice, given not later than (i) 9:00
A.M. (New York City time) on the Business Day immediately preceding the date of the proposed
Borrowing in the case of a Revolving Credit Borrowing consisting of Eurocurrency Rate Advances
denominated in Dollars, (ii) 11:00 A.M. (London time) on the second Business Day prior to the
date of the proposed Revolving Credit Borrowing in the case of a Revolving Credit Borrowing
consisting of Eurocurrency Rate Advances denominated in any Optional Currency, or (iii) 9:00 A.M.
(New York City time) on the Business Day of the date of the proposed Revolving Credit Borrowing in
the case of a Revolving Credit Borrowing consisting of Base Rate Advances, by any Borrower to the
Agent (and, in



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the case of a Revolving Credit Borrowing consisting of Eurocurrency Rate Advances
denominated in any Optional Currency, simultaneously to the Sub-Agent), which shall give to each
Lender prompt notice thereof by telecopier or Email. Each such notice of a Revolving Credit
Borrowing (a “Notice of Revolving Credit Borrowing”) shall be by Email, confirmed promptly
by telephone or by telecopier and shall be in substantially the form of Exhibit A-1 hereto,
specifying therein (A) the requested date of such Revolving Credit Borrowing, (B) whether such
Borrowing is a Tranche A Borrowing or a Tranche B Borrowing, (C) the requested Type and Optional
Currency of Revolving Credit Advances comprising such Revolving Credit Borrowing, (D) the requested
aggregate amount of such Revolving Credit Borrowing, (E) in the case of a Revolving Credit
Borrowing consisting of Eurocurrency Rate Advances, the requested initial Interest Period for each
such Revolving Credit Advance, and (F) the requested account to which the proceeds of the requested
Revolving Credit Borrowing are to be transferred. Each Lender shall, before 11:00 A.M. (New York
City time) on the date of such Revolving Credit Borrowing, make available for the account of its
Applicable Lending Office to the Agent at the Agent’s Account, in same day funds, such Lender’s
ratable portion of such Revolving Credit Borrowing. After the Agent’s receipt of such funds and
upon fulfillment of the applicable conditions set forth in Article III, the Agent will make such
funds available to the appropriate Borrower by transferring the amount thereof to the account
designated by such Borrower for such purpose.



     (b) Anything in subsection (a) above to the contrary notwithstanding, no Borrower may select
Eurocurrency Rate Advances for any Revolving Credit Borrowing if the obligation of the Lenders to
make Eurocurrency Rate Advances shall then be suspended pursuant to Section 2.08 or 2.12.



     (c) Each Notice of Revolving Credit Borrowing shall be irrevocable and binding on the Borrower
giving such notice. In the case of any Revolving Credit Borrowing which the related Notice of
Revolving Credit Borrowing specifies is to be composed of Eurocurrency Rate Advances, such Borrower
shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result
of any failure to fulfill on or before the date specified in such Notice of Revolving Credit
Borrowing for such Revolving Credit Borrowing the applicable conditions set forth in Article III,
including, without limitation, any loss (excluding loss of anticipated profits), cost or expense
incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such
Lender to fund the Revolving Credit Advance to be made by such Lender as part of such Revolving
Credit Borrowing when such Revolving Credit Advance, as a result of such failure, is not made on
such date.



     (d) Unless the Agent or the Sub-Agent, as the case may be, shall have received notice from a
Lender prior to the time of any Revolving Credit Borrowing that such Lender will not make available
to the Agent or the Sub-Agent, as the case may be, such Lender’s Pro Rata Share of such Revolving
Credit Borrowing, the Agent or the Sub-Agent, as the case may be, may assume that such Lender has
made such portion available to the Agent or the Sub-Agent, as the case may be, on the date of such
Revolving Credit Borrowing in accordance with subsection (a) of this Section 2.02 and the Agent or
the Sub-Agent, as the case may be, may, in reliance upon such assumption, make available to the
Borrower requesting such Revolving Credit Borrowing on such date a corresponding amount. If and to
the extent that such Lender shall not have so made such ratable portion available to the Agent or
the Sub-Agent, as the case may be, such Lender and such Borrower severally agree to repay to the
Agent or the Sub-Agent, as the case may be, forthwith on demand (or, solely in the case of the
Borrowers, within five days of such demand) such corresponding amount, together with interest
thereon, for each day from the date such amount is made available to such Borrower until the date
such amount is repaid to the Agent or the Sub-Agent, as the case
may be, at (i) in the case of such Borrower, the interest rate applicable at the time to
Revolving Credit Advances comprising such Revolving Credit Borrowing and (ii) in the case of such
Lender, the Federal Funds Rate. If such Lender shall repay to the Agent or the Sub-Agent, as the
case may be, such corresponding amount, such amount so repaid shall constitute such Lender’s
Revolving Credit Advance as part of such Revolving Credit Borrowing for purposes of this Agreement.



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     (e) The failure of any Lender to make the Revolving Credit Advance to be made by it as part of
any Revolving Credit Borrowing shall not relieve any other Lender of its obligation, if any,
hereunder to make its Revolving Credit Advance on the date of such Revolving Credit Borrowing, but
no Lender shall be responsible for the failure of any other Lender to make the Revolving Credit
Advance to be made by such other Lender on the date of any Revolving Credit Borrowing.



     (f) Any Revolving Credit Advance made by any Applicable Lending Office of any Lender shall be
deemed to be an Advance of such Lender for purposes of calculating the utilization of the Tranche A
Commitment or the Tranche B Commitment (as applicable) of such Lender hereunder, except that if
such Applicable Lending Office of such Lender is another Lender, such Revolving Credit Advance
shall be deemed to be an Advance of such other Lender for purposes of calculating the utilization
of the Tranche A Commitments or the Tranche B Commitments (as applicable) of both such Lenders
hereunder.



     SECTION 2.03 Competitive Bid Facility. (a) Each Lender severally agrees that any Borrower may
make Competitive Bid Borrowings under this Section 2.03 from time to time on any Business Day
during the period from the Closing Date until the date occurring 30 days prior to the Termination
Date in the manner set forth below; provided that, the aggregate principal amount of the
Competitive Bid Advances comprising each Competitive Bid Borrowing shall not exceed the aggregate
Unused Tranche A Commitments of the Lenders at such time.




     (i) Any Borrower may request a Competitive Bid Borrowing under this Section 2.03 by
delivering to the Agent (and, in the case of a Competitive Bid Borrowing not consisting of
Fixed Rate Advances or Eurocurrency Rate Advances to be denominated in Dollars,
simultaneously to the Sub-Agent), by telephone or Email, confirmed promptly in writing, or
by telecopier, a notice of a Competitive Bid Borrowing (a “Notice of Competitive Bid
Borrowing”), in substantially the form of Exhibit A-2 hereto, specifying therein
(A) the requested date of such proposed Competitive Bid Borrowing (which shall be a Business
Day), (B) the requested aggregate amount and Optional Currency of such proposed Competitive
Bid Borrowing, (C) whether such proposed Competitive Bid Borrowing shall consist of Fixed
Rate Advances or Eurocurrency Rate Advances, (D) in the case of a Competitive Bid Borrowing
consisting of (1) Eurocurrency Rate Advances, the requested Interest Period for each such
Eurocurrency Rate Advance and (2) Fixed Rate Advances, the requested maturity date for
repayment of each such Fixed Rate Advance (which maturity date may not be earlier than the
date occurring seven days after the date of such proposed Competitive Bid Borrowing or later
than the earlier of (x) 365 days after the date of such proposed Competitive Bid Borrowing
and (y) the Termination Date), (E) the requested interest payment date or dates for each
Competitive Bid Advance comprising part of such proposed Competitive Bid Borrowing, (F)
whether or not the Competitive Bid Advances comprising such proposed Competitive Bid
Borrowing may be prepaid and, if so, whether with or without penalty, (G) the address and
account number of such Borrower to which the proceeds of such proposed Competitive Bid
Borrowing are to be advanced, and (H) the requested other terms, if any, to be applicable to
such proposed Competitive Bid Borrowing, not later than (I) 9:00 A.M. (New York City time)
at least two Business Days prior to the date of the proposed Competitive Bid Borrowing, if
such Borrower shall specify in the related Notice of Competitive Bid Borrowing that the
rates of interest to be offered by the Lenders shall be fixed
rates per annum (the Advances comprising any such Competitive Bid Borrowing, which
shall be denominated in Dollars or any Optional Currency, being referred to herein as
“Fixed Rate Advances”) (II) 9:00 A.M. (New York City time) three Business Days
preceding the date of the proposed Competitive Bid Borrowing in the case of a Competitive
Bid Borrowing consisting of Eurocurrency Rate Advances denominated in Dollars, and (III)
2:00 P.M. (New York City time) three Business Days preceding the date of the proposed
Competitive Bid Borrowing in the case of a Competitive Bid Borrowing consisting of
Eurocurrency Rate Advances denominated in any



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Optional Currency. Each Notice of Competitive
Bid Borrowing shall be irrevocable and binding on the Borrower that requested such
Competitive Bid Borrowing. The Agent or the Sub-Agent, as the case may be, shall in turn
promptly notify each Lender of each request for a Competitive Bid Borrowing received by it
from any Borrower by sending such Lender a copy of the related Notice of Competitive Bid
Borrowing by telecopier or Email.




     (ii) Each Lender may, in its sole discretion, elect to irrevocably offer to make one or
more Competitive Bid Advances to the Borrower requesting the Competitive Bid Advances as
part of such proposed Competitive Bid Borrowing at a rate or rates of interest specified by
such Lender in its sole discretion, by notifying the Agent or the Sub-Agent, as the case may
be (which shall give prompt notice thereof to the Borrower requesting the Competitive Bid
Borrowing), before 12:00 P.M. (New York City time) one Business Day prior to the date of
such proposed Competitive Bid Borrowing, in the case of a Competitive Bid Borrowing
consisting of Fixed Rate Advances, and (B) before 1:00 P.M. (New York City time) two
Business Days prior to the date of the proposed Competitive Bid Borrowing, in the case of a
Competitive Bid Borrowing consisting of Eurocurrency Rate Advances, of the minimum amount
and maximum amount of each Competitive Bid Advance that such Lender would be willing to make
as part of such proposed Competitive Bid Borrowing (which amounts, subject to the proviso of
the first sentence of this Section 2.03(a), may exceed such Lender’s Tranche A Commitment),
the rate or rates of interest therefor and such Lender’s Applicable Lending Office with
respect to such Competitive Bid Advance; provided that if the Agent, in its capacity as a
Lender, shall, in its sole discretion, elect to make any such offer, it shall notify the
Borrower requesting such Competitive Bid Borrowing of such offer at least 30 minutes before
the time and on the date on which notice of such election is to be given to the Agent or to
the Sub-Agent, as the case may be, by the other Lenders. If any Lender shall elect not to
make such an offer, such Lender shall so notify the Agent, before 10:00 A.M. (New York City
time) or the Sub-Agent before 12:00 Noon (London time), as the case may be, on the date on
which notice of such election is to be given to the Agent or to the Sub-Agent, as the case
may be, by the other Lenders, and such Lender shall not be obligated to, and shall not, make
any Competitive Bid Advance as part of such proposed Competitive Bid Borrowing; provided
that the failure by any Lender to give such notice shall not cause such Lender to be
obligated to make any Competitive Bid Advance as part of such proposed Competitive Bid
Borrowing.




     (iii) The Borrower requesting any particular Competitive Bid Borrowing shall, in turn,
before (A) 4:00 P.M. (New York City time) one Business Day prior to the date of such
proposed Competitive Bid Borrowing, in the case of a Competitive Bid Borrowing consisting of
Fixed Rate Advances, and (B) 4:00 P.M. (New York City time) two Business Days prior to the
date of such proposed Competitive Bid Borrowing, in the case of a Competitive Bid Borrowing
consisting of Eurocurrency Rate Advances, either:




     (A) cancel such Competitive Bid Borrowing by giving the Agent notice to that
effect; or




     (B) accept one or more of the offers made by any Lender or Lenders pursuant to
Section 2.03(a)(ii), in its sole discretion but subject to the next two succeeding
sentences, by giving notice to the Agent or to the Sub-Agent, as the case may be, of
the amount of each Competitive Bid Advance (which amount shall be equal to or
greater than the minimum amount, and equal to or less than the maximum amount,
notified to such Borrower by the Agent or the Sub-Agent, as the case may be, on
behalf of such Lender for such Competitive Bid Advance pursuant to Section
2.03(a)(ii)) to be made by each Lender as part of such Competitive Bid Borrowing,
and reject any



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remaining offers made by Lenders pursuant to Section 2.03(a)(ii) by
giving the Agent or the Sub-Agent, as the case may be, notice to that effect;
provided, however, that such Borrower may not accept offers that, in the aggregate,
exceed the amount of the proposed Competitive Bid Borrowing specified in the related
Notice of Competitive Bid Borrowing. The Borrower that requested such Competitive
Bid Borrowing shall accept the offers made by any Lender or Lenders to make
Competitive Bid Advances in order of the lowest to the highest rates of interest
offered by such Lenders for a particular Competitive Bid Borrowing. If two or more
Lenders have offered the same interest rate for a particular Competitive Bid
Borrowing, the amount to be borrowed at such interest rate will be allocated among
such Lenders ratably according to the amount that each such Lender offered at such
interest rate.




     (iv) If the Borrower that requested any particular Competitive Bid Borrowing notifies
the Agent or the Sub-Agent, as the case may be, that such Competitive Bid Borrowing is
cancelled pursuant to Section 2.03(a)(iii)(A), the Agent or the Sub-Agent, as the case may
be, shall give prompt notice thereof to each of the Lenders and such Competitive Bid
Borrowing shall not be made.




     (v) If the Borrower that requested any particular Competitive Bid Borrowing accepts one
or more of the offers made by any Lender or Lenders pursuant to Section 2.03(a)(iii)(B) in
respect of such Competitive Bid Borrowing, the Agent or the Sub-Agent, as the case may be,
shall in turn promptly notify (A) each Lender that has made an offer as described in Section
2.03(a)(ii) of the date and the aggregate amount of such Competitive Bid Borrowing and
whether or not any offer or offers made by such Lender pursuant to Section 2.03(a)(ii) have
been accepted by such Borrower and (B) each Lender that is to make a Competitive Bid Advance
as part of such Competitive Bid Borrowing, (1) of the amount of each Competitive Bid Advance
to be made by such Lender as part of such Competitive Bid Borrowing and (2) upon receipt,
that the Agent or the Sub-Agent, as the case may be, has received forms of documents
appearing to fulfill the applicable conditions set forth in Article III. Each Lender that
is to make a Competitive Bid Advance as part of any Competitive Bid Borrowing shall, before
12:00 Noon (New York City time) on the date of such Competitive Bid Borrowing specified in
the notice received from the Agent or from the Sub-Agent, as the case may be, pursuant to
subclause (v)(A) of the immediately preceding sentence or any later time when such Lender
shall have received notice from the Agent or from the Sub-Agent, as the case may be,
pursuant to subclause (v)(B)(2) of the immediately preceding sentence, make available for
the account of its Applicable Lending Office to the Agent at the applicable Agent’s Account,
in same day funds, such Lender’s portion of such Competitive Bid Borrowing. Upon
fulfillment of the applicable conditions set forth in Article III and after receipt by the
Agent of such funds, the Agent will make such funds available to the Borrower that requested
such Borrowing at the address and the account number specified by such Borrower in the
related Notice of Competitive Bid Borrowing or, if no such address and account number are
specified in the related Notice of Competitive Bid Borrowing, at the Agent’s address
referred to in Section 8.02. Promptly after (x) each Competitive Bid Borrowing, the Agent
will notify each Lender of the amount of such Competitive Bid Borrowing, the corresponding
Competitive Bid Reduction resulting therefrom and the dates upon which such Competitive
Bid Reduction commenced and will terminate and (y) the prepayment of any Competitive Bid
Borrowing by the applicable Borrower, the Agent will notify each Lender of the amount and
date of each such prepayment and the amount, if any, of the corresponding Competitive Bid
Reduction remaining after giving effect thereto.




     (vi) If the Borrower that requested any applicable Competitive Bid Borrowing notifies
the Agent or the Sub-Agent, as the case may be, that it accepts one or more of the offers



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made by any Lender or Lenders pursuant to Section 2.03(a)(iii)(B), such notice of acceptance
shall be irrevocable and binding on such Borrower. Such Borrower shall indemnify each
Lender against any loss, cost or expense incurred by such Lender as a result of any failure
to fulfill on or before the date specified in such Notice of Competitive Bid Borrowing for
such Competitive Bid Borrowing the applicable conditions set forth in Article III,
including, without limitation, any loss (excluding loss of anticipated profits), cost or
expense incurred by reason of the liquidation or reemployment of deposits or other funds
acquired by such Lender to fund the Competitive Bid Advance to be made by such Lender as
part of such Competitive Bid Borrowing when such Competitive Bid Advance, as a result of
such failure, is not made on such date.



     (b) Each Competitive Bid Borrowing shall be in an aggregate amount of not less than
$10,000,000 (or the Equivalent in any other Optional Currency thereof) and, following the making of
each Competitive Bid Borrowing, the Borrowers shall be in compliance with the limitation set forth
in the proviso to the first sentence of Section 2.03(a).



     (c) Within the limits and on the conditions set forth in this Section 2.03, any Borrower may
from time to time borrow under Section 2.03(a), repay pursuant to Section 2.06(b) or prepay
pursuant to Section 2.03(d), and reborrow under Section 2.03(a).



     (d) The Borrower to which any particular Competitive Bid Borrowing is made shall have no right
to prepay the principal amount of any Competitive Bid Advance (or any portion thereof) unless, and
then only on the terms, specified by such Borrower for such Competitive Bid Advance in the related
Notice of Competitive Bid Borrowing delivered pursuant to Section 2.03(a)(i) and, if applicable,
set forth in the Competitive Bid Note evidencing such Competitive Bid Advance.



     (e) The Borrower to which any particular Competitive Bid Borrowing is made shall pay interest
on the unpaid principal amount of each Competitive Bid Advance from the date of such Competitive
Bid Advance to the date the principal amount of such Competitive Bid Advance is repaid in full, at
the rate of interest for and in the Optional Currency of such Competitive Bid Advance specified by
the Lender making such Competitive Bid Advance in its notice with respect thereto delivered
pursuant to Section 2.03(a)(ii), payable on the interest payment date or dates specified by such
Borrower for such Competitive Bid Advance in the related Notice of Competitive Bid Borrowing
delivered pursuant to Section 2.03(a)(i) and, if applicable, provided in the Competitive Bid Note
evidencing such Competitive Bid Advance.



     (f) Each Borrower agrees that upon notice by any Lender to such Borrower (with a copy of such
notice to the Agent) to the effect that a promissory note or other evidence of indebtedness is
required or appropriate in order for such Lender to evidence (whether for purposes of pledge,
enforcement or otherwise) any Competitive Bid Advance owing to, or to be made by, such Lender as
part of a Competitive Bid Borrowing, such Borrower shall promptly execute and deliver to such
Lender a separate promissory note, in substantially the form of Exhibit F-2 hereto (each, a
“Competitive Bid Note”), payable to the order of such Lender in a principal amount equal to
the amount of indebtedness of such Borrower resulting from such Competitive Bid Advance.



     SECTION 2.04 Facility Fees.



     (a) P&G agrees to pay to the Agent for the account of each Lender a facility fee (a
“Facility Fee”) in Dollars on the sum of (i) the aggregate amount of such Lender’s
Commitments plus (ii) such Lender’s ratable share of the aggregate amount of the Commitments
assumed by Affiliates of any of the Borrowers pursuant to Section 2.18, from the Effective Date in
the case of each Initial Lender and from the effective date specified in the Assignment and
Acceptance pursuant to which it became a Lender in



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the case of each other Lender until the
Termination Date or the Maturity Date, as applicable to such Lender, at a rate per annum equal to
0.025% per annum, payable in arrears quarterly on the last day of each March, June, September and
December and on the Termination Date or the Maturity Date, as applicable.



     (b) At any time prior to the Termination Date, unless P&G shall have notified the Agent in
writing on or before 9:00 A.M. (New York City time) on the Business Day immediately preceding the
last day of each March, June, September and December and the Termination Date, that it will pay, in
cash, the Facility Fees that are due and payable by it on such date, the Lenders will be deemed to
have made Tranche A Advances and/or Tranche B Advances, as appropriate, on such date in an amount
equal to the Facility Fees that would otherwise be due and payable on such date, in each case which
Revolving Credit Advance, unless P&G has otherwise notified the Agent in writing on or before such
Business Day, shall be a Eurocurrency Rate Advance denominated in Dollars (or the Equivalent in any
other Optional Currency thereof) having an initial Interest Period of one week. Each Revolving
Credit Advance made pursuant to this Section 2.04(b) shall be deemed to have made pursuant to the
Commitments and shall be subject to the limitations that the aggregate outstanding principal amount
of the Tranche A Advances may at no time exceed the amount of the Tranche A Facility then in effect
and the aggregate outstanding principal amount of the Tranche B Advances may at no time exceed the
amount of the Tranche B Facility then in effect.



     SECTION 2.05 Termination or Reduction of the Commitments.



     (a) Optional. P&G shall have the right, upon at least three Business Days’ notice to
the Agent, to terminate in whole or reduce in part the Unused Tranche A Commitments or the Unused
Tranche B Commitments of the Lenders; provided that each partial reduction shall be in the
aggregate amount of $10,000,000; and provided, further, that P&G, in its sole discretion, may elect
to effect such termination or reduction on a non-ratable basis with respect to the Unused Tranche A
Commitments or the Unused Tranche B Commitments of one or more Lenders that are Affiliates of a
Borrower (it being understood that such termination or reduction shall be on a ratable basis as to
all other Lenders).



     (b) Mandatory. The Commitments of each Lender shall automatically terminate on the
Termination Date or Maturity Date, as applicable to such Lender.



     SECTION 2.06 Repayment of Advances.



     (a) Revolving Credit Advances. Each Borrower shall repay to the Agent for the ratable
account of each Lender on the Termination Date or Maturity Date, as applicable to such Lender the
aggregate principal amount of all Revolving Credit Advances made by such Lender to it that are then
outstanding.



     (b) Repayment of Competitive Bid Advances. Each Borrower shall repay to the Agent,
for the account of each Lender that has made a Competitive Bid Advance, the aggregate outstanding
principal amount of each Competitive Bid Advance made to such Borrower and owing to such Lender on
the earlier of (i) the maturity date therefor, in the case of any such Competitive Bid Advance that
is a Fixed
Advance, or the last day of the Interest Period therefor, in the case of any such Competitive
Bid Advance that is a Eurocurrency Rate Advance, in each case as specified in the related Notice of
Competitive Bid Borrowing delivered pursuant to Section 2.03(a)(i) and, if applicable, provided in
the Competitive Bid Note evidencing such Competitive Bid Advance, and (ii) the Termination Date.



     SECTION 2.07 Interest on Revolving Credit Advances.



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     (a) Scheduled Interest. Subject to the provisions of Section 2.07(c), each Borrower
shall pay interest on the unpaid principal amount of each Revolving Credit Advance made to it that
is owing to each Lender from the date of such Revolving Credit Advance until such principal amount
shall be paid in full, at the following rates per annum:




          (i) Base Rate Advances. During such periods as such Revolving Credit Advance
is a Base Rate Advance, a rate per annum equal at all times to the sum of (A) the Base Rate
in effect from time to time plus (B) the Applicable Margin for Base Rate Advances, payable
in arrears on each Interest Payment Date with respect to such Base Rate Advance.




          (ii) Eurocurrency Rate Advances. During such periods as such Revolving Credit
Advance is a Eurocurrency Rate Advance, a rate per annum equal at all times during each
Interest Period for such Advance to the sum of (A) the Eurocurrency Rate for such Interest
Period for such Advance plus (B) the Applicable Margin for Eurocurrency Rate Advances,
payable in arrears on each Interest Payment Date with respect to such Eurocurrency Rate
Advance.



     (b) Default Interest. Each Borrower shall pay interest on:




          (i) any portion of the unpaid principal amount of each Revolving Credit Advance made to
it that is owing to each Lender that is not paid when due, from the date such amount shall
be due until such amount shall be paid in full, payable in arrears on the date such amount
shall be paid in full and on demand, at a rate per annum equal at all times to 2% per annum
above the rate per annum required to be paid on such Revolving Credit Advance pursuant to
clause (a)(i) or (a)(ii) above, as the case may be;




          (ii) any portion of the unpaid principal amount of each Competitive Bid Advance made to
such Borrower and owing to any Lender, payable in arrears on the date or dates interest is
payable on such Competitive Bid Advance, at a rate per annum equal at all times to 2% per
annum above the rate per annum required to be paid on such Competitive Bid Advance in the
offer made by such Lender pursuant to Section 2.03(a)(ii) and accepted by such Borrower
under Section 2.03(a)(v); and




          (iii) to the fullest extent permitted by law, the amount of any interest, fee or other
amount payable hereunder that is not paid when due, from the date such amount shall be due
until such amount shall be paid in full, payable in arrears on the date such amount shall be
paid in full and on demand, at a rate per annum equal at all times to 2% per annum above the
rate per annum required to be paid on Base Rate Advances pursuant to clause (a)(i) above.



     (c) Capitalization of Interest. Unless the appropriate Borrower has notified the Agent
in writing on or before 9:00 A.M. (New York City time) on the Business Day immediately preceding
the relevant Interest Payment Date or date of a prepayment pursuant to Section 2.10(b)(i), that it
will pay, in cash, the interest applicable to any Revolving Credit Advance that is due and payable
by it on such Interest Payment Date in accordance with Section 2.07(a) or on such prepayment date
in accordance with Section 2.10(b)(i), as applicable, the Lenders will be deemed to have made
Tranche A Advances and/or
Tranche B Advances, as appropriate, on such Interest Payment Date or prepayment date, as
applicable, in an amount equal to the aggregate amount of interest that would otherwise be due and
payable on such date, which Revolving Credit Advances shall, unless such Borrower has otherwise
notified the Agent in writing on or before such Business Day, (i) be of the same Type and Optional
Currency as the Advance (the “Reference Advance”) in respect of which such interest shall
have accrued (in each case after giving effect to any Conversion of the Reference Advance on such
Interest Payment Date), and (ii) if such Revolving Credit Advance is a Eurocurrency Rate Advance,
have an initial Interest Period of the same



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duration as the Interest Period commencing on such
Interest Payment Date with respect to the Reference Advance, provided, however notwithstanding
anything herein to the contrary, the appropriate Borrower shall pay in cash all accrued and unpaid
interest on (x) Base Rate Advances made after the Scheduled Termination Date and (y) Eurocurrency
Rate Advances the Interest Periods with respect to which have commenced after the Scheduled
Termination Date. Each Revolving Credit Advance made pursuant to this Section 2.07(c) shall be
deemed to have been made pursuant to the Commitments and shall be subject to the limitations that
the aggregate outstanding principal amount of the Tranche A Advances may at no time exceed the
amount of the Tranche A Facility then in effect and the aggregate outstanding principal amount of
the Tranche B Advances may at no time exceed the amount of the Tranche B Facility then in effect.



     SECTION 2.08 Interest Rate Determination.



     (a) Each Reference Bank agrees to furnish to the Agent timely information for the purpose of
determining each Eurocurrency Rate. If any one or more of the Reference Banks shall not furnish
such timely information to the Agent for the purpose of determining any such interest rate, the
Agent shall determine such interest rate on the basis of timely information furnished by the
remaining Reference Banks. The Agent shall give prompt notice to each of the Borrowers and the
Lenders of the applicable interest rate determined by the Agent for purposes of Section 2.07(a)(i)
or 2.07(a)(ii), and the rate, if any, furnished by each Reference Bank for the purpose of
determining the interest rate under Section 2.07(a)(ii).



     (b) If, with respect to any Eurocurrency Rate Advances, the Required Lenders in good faith
notify the Agent that the Eurocurrency Rate for any Interest Period for such Advances will not
adequately reflect the cost to such Required Lenders of making, funding or maintaining their
respective Eurocurrency Rate Advances for such Interest Period, the Agent shall forthwith so notify
each of the Borrowers and the Lenders, whereupon (i)(A) each Eurocurrency Rate Advance denominated
in Dollars will automatically Convert into Base Rate Advances, and (B) each Eurocurrency Rate
Advance denominated in any Optional Currency will automatically be exchanged for an Equivalent of
Dollars and Convert into Base Rate Advances, and (ii) the obligation of the Lenders to make, or to
Convert Advances into, Eurocurrency Rate Advances shall be suspended until the Agent shall notify
each of the Borrowers and the Lenders that the circumstances causing such suspension no longer
exist.



     (c) If any Borrower shall fail to select the duration of any Interest Period for any
Eurocurrency Rate Advances in accordance with the provisions contained in the definition of
“Interest Period” in Section 1.01, the Agent will forthwith so notify each of the Borrowers
and the Lenders and such Advances will automatically, on the last day of the then existing Interest
Period therefor, Convert into Eurocurrency Rate Advances denominated in the same Optional Currency
and having an Interest Period of one week.



     (d) On the date on which the aggregate unpaid principal amount of Eurocurrency Rate Advances
comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than
$10,000,000 (or the Equivalent in any other Optional Currency thereof), such Advances shall
automatically (i) if such Eurocurrency Rate Advances are denominated in Dollars, Convert into Base
Rate
Advances and (ii) if such Eurocurrency Rate Advances are denominated in any other Optional
Currency, be exchanged for an Equivalent amount of Dollars and Convert into Base Rate Advances.



     (e) Upon the occurrence and during the continuance of any Event of Default, (i) each
Eurocurrency Rate Advance will, upon the written request of the Agent (at the request of the
Required Lenders), on the last day of the then existing Interest Period therefor, (A) if such
Eurocurrency Rate Advance is denominated in Dollars, be Converted into a Base Rate Advance and (B)
if such Eurocurrency



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Rate Advance is denominated in any other Optional Currency, be exchanged for
an Equivalent amount of Dollars and be Converted into a Base Rate Advance and (ii) the obligation
of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended.



     (f) If either, with respect to Eurocurrency Rate Advances denominated in Dollars, the Reuters
Screen LIBOR01 Page, or, with respect to Eurocurrency Rate Advances denominated in any other
Optional Currency, the Reuters Screen LIBOR01 Page, is unavailable and, in each such case, fewer
than two Reference Banks furnish timely information to the Agent for determining the applicable
Eurocurrency Rate,




     (i) the Agent shall forthwith notify the applicable Borrower and the Lenders that the
interest rate cannot be determined for such Eurocurrency Rate Advances,




     (ii) each such Advance will automatically, on the last day of the then existing
Interest Period therefor, (A) if such Eurocurrency Rate Advance is denominated in Dollars,
Convert into a Base Rate Advance and (B) if such Eurocurrency Rate Advance is denominated in
any Optional Currency, be prepaid by the applicable Borrower or be automatically exchanged
for an Equivalent amount of Dollars and be Converted into a Base Rate Advance (or if such
Advance is then a Base Rate Advance, will continue as a Base Rate Advance), and




     (iii) the obligation of the Lenders to make Eurocurrency Rate Advances or to Convert
Advances into Eurocurrency Rate Advances shall be suspended until the Agent shall notify
each of the Borrowers and the Lenders that the circumstances causing such suspension no
longer exist.



     SECTION 2.09 Optional Conversion of Advances.



     Any Borrower may subject to the provisions of Sections 2.08 and 2.12, Convert all or any
portion of Revolving Credit Advances under the same Facility of one Type made to it and comprising
the same Borrowing into Advances of the other Type; provided, however, that (a) any such Conversion
of (i) Base Rate Advances into Eurocurrency Advances denominated in Dollars or of Eurocurrency
Advances of one Interest Period into Eurocurrency Advances denominated in Dollars and of another
Interested Period shall be made on notice received no later than 9:00 A.M. (New York City time) on
the Business Day immediately preceding the date of the proposed Conversion, or (ii) in all other
cases, shall be made on notice received no later than 9:00 A.M. (New York City time) on the
Business Day of the proposed Conversion, (b) in the case of any Conversion of Eurocurrency Rate
Advances denominated in Dollars into Base Rate Advances other than on the last day of an Interest
Period therefor, the Borrower requesting such Conversion shall be obligated to reimburse the
Lenders in respect thereof pursuant to Section 8.04(c), and (c) any Conversion of Base Rate
Advances into Eurocurrency Rate Advances shall be in an amount not less than $10,000,000. Each
such notice of a Conversion shall, within the restrictions specified above, specify (i) the date of
such Conversion, (ii) whether the Advances to be Converted are Tranche A Advances or Tranche B
Advances, (iii) the Advances to be Converted, and (iv) if such Conversion is into Eurocurrency Rate
Advances, the duration of the initial Interest Period for each such Advance. Each notice of
Conversion shall be irrevocable and binding on the Borrower giving such notice.



     SECTION 2.10 Prepayments.



     (a) Optional. Each Borrower may, upon at least three Business Days notice to the
Agent in the case of any Revolving Credit Borrowing comprised of Eurocurrency Rate Advances and one
Business Day’s notice to the Agent in the case of any Revolving Credit Borrowing comprised of Base
Rate Advances, in each case stating the proposed date and aggregate principal amount of the
prepayment, and



-22-









 







if such notice is given such Borrower shall, prepay the outstanding principal
amount of the Tranche A Advances or the Tranche B Advances comprising part of the same Borrowing in
whole or ratably in part, together with accrued interest to the date of such prepayment on the
principal amount prepaid; provided, however, that (i) each partial prepayment shall be in an
aggregate principal amount of at least $10,000,000 (or the Equivalent in any other Optional
Currency thereof), and (ii) in the event of any such prepayment of a Eurocurrency Rate Advance,
such Borrower shall be obligated to reimburse the Lenders in respect thereof pursuant to Section
8.04(c). No Borrower may prepay any Competitive Bid Advances other than in accordance with Section
2.03(d).



     (b) Mandatory. (i) If, on any date, the Agent notifies P&G that, on any Interest
Payment Date, the sum of (A) the aggregate principal amount of all Advances denominated in Dollars
plus (B) the Equivalent in Dollars (determined on the Business Day immediately preceding such
Interest Payment Date) of the aggregate principal amount of all Advances denominated in Optional
Currency other than Dollars then outstanding exceeds 110% of the aggregate Commitments of the
Lenders on such date, one or more of the Borrowers (as determined by P&G) shall, as soon as
practicable and in any event within five Business Days after receipt of such notice, subject to the
proviso to this sentence below, prepay the outstanding principal amount of any such Advances (which
may be, at P&G’s election, Tranche A Advances and/or Tranche B Advances) owing by such Borrowers in
an aggregate amount sufficient to reduce such sum to an amount not to exceed 100% of the aggregate
Commitments of the Lenders on such date (but with any interest accrued on the aggregate principal
amount of Advances prepaid to be payable as otherwise provided under Section 2.07(a)); provided,
however, that if the aggregate principal amount of Base Rate Advances outstanding at the time of
such required prepayment is less than the amount of such required prepayment, the portion of such
required prepayment in excess of the aggregate principal amount of Base Rate Advances then
outstanding shall be deferred until the earliest to occur of the last day of the Interest Period of
the outstanding Eurocurrency Rate Advances in an aggregate amount equal to the excess of such
required prepayment. The Agent shall give prompt notice of any prepayment required under this
Section 2.10(b)(i) to each of the Borrowers and the Lenders, and shall provide prompt notice to
each of the Borrowers of any such notice of required prepayment received by it from any Lender.




     (ii) On each Business Day, the Borrowers shall repay (A) the outstanding Tranche A
Advances by an amount equal to the excess of the outstanding principal amount of the Tranche
A Advances over the aggregate Tranche A Commitments after giving effect to any reduction of
the Tranche A Commitments pursuant to Section 2.05 on the immediately preceding Business Day
and (B) the outstanding Tranche B Advances by an amount equal to the excess of the
outstanding principal amount of the Tranche B Advances over the aggregate Tranche B
Commitments after giving effect to any reduction of the Tranche B Commitments pursuant to
Section 2.05 on the immediately preceding Business Day.



     SECTION 2.11 Increased Costs.



     (a) If, due to either (i) the introduction of or any change in or in the interpretation of any
law or regulation enacted or issued after the date of this Agreement or (ii) the compliance with
any guideline or request from any central bank or other governmental authority (whether or not
having the force of law) issued after the date of this Agreement, there shall be any material
increase in the cost to any Lender of agreeing to make or making, funding or maintaining
Eurocurrency Rate Advances (excluding for
purposes of this Section 2.11 any such increased costs resulting from (i) Taxes (as to which
Section 2.14 shall govern) or (ii) changes in the basis of taxation of overall net income or
overall gross income by the United States or by the foreign jurisdiction, state or any political
subdivision thereof under the laws of which such Lender has any present or former connection, then
one or more of the Borrowers shall from time to time, within 30 days of written demand by such
Lender (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender
additional amounts sufficient to compensate such



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Lender for such increased cost. A certificate as
to the amount of such increased cost in reasonable detail and stating the basis upon which such
amount has been calculated and certifying that such Lender’s method of allocating such costs is
fair and reasonable and that such Lender’s demand for payment of such costs hereunder is not
inconsistent with its treatment of other borrowers which, as a credit matter, are similarly
situated to P&G and which are subject to similar provisions, submitted to the Borrowers and the
Agent by such Lender, shall be conclusive and binding for all purposes, absent error in the
calculation of such amount.



     (b) If any Lender reasonably determines that compliance with any law or regulation enacted or
issued after the date of this Agreement, or any guideline or request from any central bank or other
governmental authority (whether or not having the force of law) issued after the date of this
Agreement, affects or would affect the amount of capital required or expected to be maintained by
such Lender or any corporation controlling such Lender and that the amount of such capital is
materially increased by or based upon the existence of such Lender’s commitment to lend hereunder
and other commitments of this type, then, within 30 days of written demand by such Lender (with a
copy of such demand to the Agent), one or more of the Borrowers shall pay to the Agent for the
account of such Lender, from time to time as specified by such Lender, additional amounts
sufficient to compensate such Lender or such corporation in the light of such circumstances, to the
extent that such Lender reasonably determines such increase in capital to be allocable to the
existence of such Lender’s commitment to lend hereunder. A certificate as to the amount of such
increased cost in reasonable detail and stating the basis upon which such amount has been
calculated and certifying that such Lender’s method of allocating such costs is fair and reasonable
and that such Lender’s demand for payment of such costs hereunder is not inconsistent with its
treatment of other borrowers which, as a credit matter, are similarly situated to P&G and which are
subject to similar provisions, submitted to the Borrowers and the Agent by such Lender, shall be
conclusive and binding for all purposes, absent error in the calculation of such amount.



     (c) Before making any demand under this Section 2.11, each Lender agrees to use reasonable
efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a
different Applicable Lending Office if the making of such a designation would avoid the need for,
or reduce the amount of, such increased cost and would not, in the reasonable judgment of such
Lender, be otherwise disadvantageous to such Lender. Notwithstanding anything in subsection (a) or
(b) of this Section 2.11 to the contrary, no Borrower shall be obligated to compensate any Lender
for any amounts arising or accruing before the date which is 180 days prior to the date on which
such Lender provides written demand for such payment to such Borrower and the Agent under such
Sections.



     (d) If any Lender shall subsequently recoup any costs (other than from a Borrower) for which
such Lender has theretofore been compensated by a Borrower under this Section 2.11, such Lender
shall remit to such Borrower an amount equal to the amount of such recoupment.



     (e) If any Lender entitled to additional compensation under any of the foregoing provisions of
this Section 2.11 shall fail to designate a different Applicable Lending Office that avoids the
need for additional compensation as provided in this Section 2.11, then P&G may cause such Lender
to (and, if P&G so demands, such Lender or the Agent shall) assign all of its rights and
obligations under this Agreement to one or more other Persons identified by any Borrower in the
manner provided in Section 8.11.



     SECTION 2.12 Illegality.



     Notwithstanding any other provision of this Agreement, if any Lender shall notify the Agent
that the introduction of or any change in or in the interpretation of any law or regulation makes
it unlawful, or any central bank or other governmental authority asserts that it is unlawful, for
any Lender or its



-24-









 







Eurocurrency Lending Office to perform its obligations hereunder to make
Eurocurrency Rate Advances in Dollars or any other Optional Currency or to fund or maintain
Eurocurrency Rate Advances in Dollars or any other Optional Currency hereunder, (a) each
Eurocurrency Rate Advance, as the case may be, will automatically, upon such demand, (i) if such
Eurocurrency Rate Advance is denominated in Dollars, Convert into a Base Rate Advance and (ii) if
such Eurocurrency Rate Advance is denominated in any other Currency, be exchanged for an Equivalent
amount of Dollars and Convert into a Base Rate Advance, and (b) the obligation of the Lenders to
make Eurocurrency Rate Advances or to Convert Advances into Eurocurrency Rate Advances shall be
suspended until the Agent shall notify each of the Borrowers and the Lenders that the circumstances
causing such suspension no longer exist; provided, however, that before making any such demand,
each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and
regulatory restrictions) to designate a different Eurocurrency Lending Office if the making of such
a designation would allow such Lender or its Eurocurrency Lending Office to continue to perform its
obligations to make Eurocurrency Rate Advances or to continue to fund or maintain Eurocurrency Rate
Advances and would not, in the judgment of such Lender, be otherwise disadvantageous to such
Lender.



     SECTION 2.13 Payments and Computations.



     (a) Each Borrower shall make each payment hereunder and under the Notes, if any, irrespective
of any right of counterclaim or set-off, with respect to principal of, interest on, and other
amounts relating to, Advances denominated in Dollars, not later than 1:00 P.M. (New York City time)
on the day when due in Dollars to the Agent, by deposit of such funds to the applicable Agent’s
Account in same day funds. Each Borrower shall make each payment hereunder and under the Notes, if
any, irrespective of any right of counterclaim or set-off, with respect to principal of, interest
on, and other amounts relating to, Advances denominated in any Optional Currency (other than
Dollars), not later than 1:00 P.M. (London time) on the day when due in such Optional Currency
(other than Dollars) to the Agent, by deposit of such funds to the applicable Agent’s Account in
same day funds. The Agent will promptly thereafter cause to be distributed like funds relating to
the payment of principal or interest or facility fees ratably (other than amounts payable pursuant
to Section 2.03, 2.11, 2.14 or 8.04(c)) to the Lenders for the account of their respective
Applicable Lending Offices, and like funds relating to the payment of any other amount payable to
any Lender to such Lender for the account of its Applicable Lending Office, in each case to be
applied in accordance with the terms of this Agreement. Upon an extension pursuant to Section
2.20, and upon Agent’s receipt of each Assuming Extending Lender’s Assignment Agreement and
recording of the information contained therein in the Register, from and after the date upon an
Assuming Extending Lender giving notice pursuant to Section 2.20(a) herein, the Agent shall make
all payments hereunder and under any Notes issued in connection therewith in respect of the
interest assumed thereby. Upon its acceptance of an Assignment and Acceptance or the effective
date of the exercise of the call rights in Section 2.18 or the put rights in Section 2.19, as the
case may be, and, in any such case, its recording of the information contained therein or relating
thereto in the Register pursuant to Section 8.07(c), from and after the effective date specified in
such Assignment and Acceptance or the applicable notice delivered pursuant to Section 2.18 or
Section 2.19, as applicable, the Agent shall make all payments hereunder and under the Notes, if
any, in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties
to such Assignment and Acceptance shall make all appropriate adjustments in such payments for
periods prior to such effective date directly between themselves.



     (b) All computations of interest based on the Base Rate shall be made by the Agent on the
basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on
the Eurocurrency Rate or the Federal Funds Rate and of facility fees shall be made by the Agent or
the Sub-Agent, as the case may be, on the basis of a year of 360 days, in each case for the actual
number of days (including the first day but excluding the last day) occurring in the period for
which such interest or



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facility fees are payable. Each determination by the Agent of an interest
rate hereunder shall be conclusive and binding for all purposes, absent manifest error.



     (c) Whenever any payment hereunder or under the Notes, if any, shall be stated to be due on a
day other than a Business Day, such payment shall be made on the next succeeding Business Day, and
such extension of time shall in such case be included in the computation of payment of interest or
facility fee, as the case may be; provided, however, that, if such extension would cause payment of
interest on or principal of Eurocurrency Rate Advances to be made in the next following calendar
month, such payment shall be made on the next preceding Business Day.



     (d) Unless the Agent or the Sub-Agent, as the case may be, shall have received notice from the
appropriate Borrower prior to the date on which any payment is due to the Lenders hereunder that
such Borrower will not make such payment in full, the Agent or the Sub-Agent, as the case may be,
may assume that such Borrower has made such payment in full to the Agent or to the Sub-Agent, as
the case may be, on such date, and the Agent or the Sub-Agent, as the case may be, may, in reliance
upon such assumption, cause to be distributed to each Lender on such due date an amount equal to
the amount then due such Lender. If and to the extent such Borrower shall not have so made such
payment in full to the Agent or to the Sub-Agent, as the case may be, each Lender shall repay to
the Agent or to the Sub-Agent, as the case may be, forthwith on demand such amount distributed to
such Lender, together with interest thereon, for each day from the date such amount is distributed
to such Lender until the date such Lender repays such amount to the Agent or to the Sub-Agent, as
the case may be, at (i) the Federal Funds Rate, in the case of Advances denominated in Dollars, or
(ii) the cost of funds incurred by the Sub-Agent, in respect of such amount in the case of Advances
denominated in any other Optional Currency.



     SECTION 2.14 Taxes.



     (a) Each Borrower (including for purposes of this Section 2.14 P&G in its capacity as
guarantor) shall only be required to pay or reimburse any Lender or the Agent for present or future
taxes, levies, imposts, deductions, withholdings or other governmental charges arising from or in
connection with any payments made by any Borrower under this Agreement or any of the other Loan
Documents, or any liabilities with respect to the foregoing (collectively, “Taxes”), other
than Excluded Taxes. If any Borrower shall be required by law to deduct any Taxes from or in
respect of any sum payable hereunder or under any of the other Loan Documents to any Lender or the
Agent, (i) such Borrower shall make such deductions in respect of Taxes, (ii) such Borrower shall
pay the full amount deducted in respect of Taxes to the relevant taxation authority or other
governmental or regulatory authority in accordance with applicable law, and (iii) to the extent
there is an increase in any Taxes (other than Excluded Taxes) imposed on such Lender or the Agent
as a result of this Agreement or any of the other Loan Documents (such increased amount being the
“Non-Excluded Taxes” of such Lender or the Agent), the sum payable by such Borrower shall
be increased as may be necessary so that after making all required deductions of Non-Excluded Taxes
such Lender or the Agent (as the case may be) receives an amount equal to the sum it would have
received had no such deductions been made in respect of Non-Excluded Taxes. Within 30 days after
the date of any payment of Non-Excluded Taxes by any Borrower, such Borrower shall furnish to the
Agent, at its address referred to in Section 8.02, the original or a copy of a receipt evidencing
such payment. For purposes of this Section 2.14, the term “Change in Law” shall mean the adoption
of any law, rule, regulation, court decision or precedential administrative guidance after the date
of this Agreement.



     (b) Each of the Borrowers shall indemnify each Lender and the Agent for, and hold each of them
harmless against, the full amount of Non-Excluded Taxes paid by such Lender or the Agent, as the
case may be. This indemnification shall be made within 90 days from the date on which such Lender
or



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the Agent, as the case may be, makes written demand therefor and provides adequate documentary
evidence of payment thereof.



     (c) Each Lender and the Agent shall deliver or cause to be delivered to any requesting
Borrower required to withhold under Section 1441 or 1442 or comply with any information reporting
or backup withholding requirements of the U.S. Internal Revenue Code of 1986, as amended, or the
regulations thereunder, the following properly completed and duly executed documents:




     (i) if such Lender or the Agent is not a United States Person, a complete and executed
(A) U.S. Internal Revenue Form W-8BEN with Part II completed in which Lender claims and
validly establishes the benefits of a tax treaty with the United States providing for a zero
or reduced rate of withholding (or any successor forms thereto), including all appropriate
attachments, or (B) a U.S. Internal Revenue Service Form W-8ECI (or any successor forms
thereto);




     (ii) if such Lender or the Agent is a natural person, a complete and executed (A) U.S.
Internal Revenue Service Form W-8BEN (or any successor forms thereto) and a certificate, in
substantially the form of Exhibit E hereto (a “Section 2.14 Certificate”),
or (B) U.S. Internal Revenue Service Form W-9 (or any successor forms thereto);




     (iii) if such Lender or the Agent is organized under the laws of the United States, any
State thereof, or the District of Columbia, (A) a complete and executed U.S. Internal
Revenue Service Form W-9 (or any successor forms thereto), including all appropriate
attachments, or (B) if such Person is disregarded for federal income tax purposes, the
documents that would be required under this clause (iii) or clause (i), (ii), (iv), (v) or
(vi) of this Section 2.14(c) with respect to its beneficial owner as if such beneficial
owner were a Lender;




     (iv) if such Lender or the Agent (A) is not organized under the laws of the United
States, any State thereof, or the District of Columbia and (B) is treated as a corporation
for U.S. federal income tax purposes, a complete and executed U.S. Internal Revenue Service
Form W-8BEN establishing a zero rate of withholding (or any successor forms thereto) and a
Section 2.14 Certificate;




     (v) if such Lender or the Agent (A) is treated as a partnership or other non-corporate
entity, and (B) is not organized under the laws of the United States, any State thereof, or
the District of Columbia, (1) a complete and executed U.S. Internal Revenue Service Form
W-8IMY (or any successor forms thereto), including all required documents and attachments,
and (2) a Section 2.14 Certificate, and, without duplication, with respect to each of its
beneficial owners and the beneficial owners of such beneficial owners looking through chains
of owners to individuals or entities that are treated as corporations for U.S. federal
income tax purposes (all such owners, the “beneficial owners”), the documents that
would be required by this clause (v) and/or clause (i), (ii), (iii), (iv) and/or clause (vi)
of this Section 2.14(c) with respect to each such beneficial owner if such beneficial owner
were Lender, provided, however, that no such documents will be required with respect to a
beneficial owner to the extent the actual Lender or the Agent is determined to be in
compliance with the requirements for certification on behalf of its beneficial owner as may
be provided in applicable U.S. Treasury Regulations, or the requirements of this clause (v)
are otherwise determined to be unnecessary (all such determinations under this clause (v) to
be made in the sole discretion of P&G); or




     (vi) (A) if such Lender or the Agent is disregarded for U.S. federal income tax
purposes, such Person shall deliver the document that would be required by this clause (vi),
or by



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clause (i), (ii), (iii), (iv), or (v) of Section 2.14(c) with respect to its sole
owner as if such sole owner were such Lender or the Agent, or (B) if such Lender or the
Agent is not a United States person and is acting in the capacity as an “intermediary” (as
defined in U.S. Treasury Regulations), (1) a complete and executed U.S. Internal Revenue
Service Form W-8IMY (or any successor form thereto), including all required documents and
attachments, and (2) if such intermediary is a “non-qualified intermediary” (as defined in
U.S. Treasury Regulations), from each person on whose behalf the “non-qualified
intermediary” is acting, the documents that would be required by clause (i), (ii), (iii),
(iv), (v) or this clause (vi) of Section 2.14(c) with respect to each such Person as if each
such Person were Lender.


In addition, each Lender or the Agent, shall provide any requesting Borrower with such other forms,
certificates and other documentation as may be necessary or appropriate to obtain any reduction of
or exemption from any withholding or other Tax imposed by any governmental authority on payments
made by such Borrower under any Loan Document. Each Lender and the Agent shall provide the
appropriate forms, certificates and other documentation described in this Section 2.14(c) (x) prior
to becoming a party to this Agreement; (y) upon a Change in Law or circumstances requiring or
making appropriate a new or additional form, certificate or other documentation; and (z) whenever
reasonably requested by any of the Borrowers or the Agent. If the forms referred to above in this
Section 2.14(c) that are provided by a Lender indicate a withholding tax rate in excess of zero on
payments under this Agreement to be received by such Lender from a Borrower organized in a Covered
Jurisdiction, unless and to the extent attributable to a Change in Law, such withholding tax at
such rate shall be treated as Excluded Taxes unless and until such Lender provides all such forms,
duly completed and delivered, establishing that a lesser rate applies, whereupon such withholding
tax at such lesser rate shall be considered Excluded Taxes solely for the periods governed by such
form. If the forms referred to above in this Section 2.14(c) that are provided by a Lender
indicate a withholding tax rate in excess of zero on payments under this Agreement to be received
by such Lender from a Borrower that is not organized in a Covered Jurisdiction, such withholding
tax at such rate shall be considered Non-Excluded Taxes. If, on the date a Lender assigns all or a
portion of its commitments under this Agreement, such Lender assignor was entitled to additional
amounts under Section 2.14(a), then the related Lender assignee shall be entitled to additional
amounts solely to the extent that amounts payable to such Lender assignee are themselves subject to
a withholding tax imposed as a direct result of a Change in Law occurring after the date on which
the Lender assignor became a party to this Agreement. Any additional Taxes imposed on any Lender
as a direct result of a change in the Applicable Lending Office of such Lender shall be considered
Excluded Taxes except to the extent that (I) any such additional Non-Excluded Taxes are imposed as
a result of a Change in Law occurring after the date of change of its Applicable Lending Office, or
(II) such change is made at the request of P&G in which case the additional Non-Excluded Taxes
shall be treated as Non-Excluded Taxes imposed by reason of a Change in Law and indemnified
pursuant to subsection (a) above.




     (d) Should any Lender or the Agent become subject to Taxes because of its failure to deliver a
form required hereunder, the appropriate Borrower shall, at the Agent’s or such Lender’s sole
expense, take such steps (consistent with legal and regulatory restrictions) as such Lender or the
Agent shall reasonably request to assist such Person in recovering such Taxes from the proper
governmental or regulatory authority. However, none of the Borrowers will be required to take any
action that would be inadvisable or overly burdensome.



     (e) Each Lender and the Agent hereby agrees that, upon the occurrence of any circumstances
entitling such Person to any additional amounts under Section 2.14(a) or to indemnification under
Section 2.14(b), such Lender or the Agent shall use its best efforts (consistent with its internal
policy and legal and regulatory restrictions), at its own expense, to designate a different
Applicable Lending Office if the
making of such a change would avoid the need for, or reduce the amount of, any such additional
amounts or indemnification that may thereafter accrue.




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     (f) If any Lender or the Agent entitled to additional compensation under any of the foregoing
provisions of this Section 2.14 shall fail to designate a different Applicable Lending Office that
avoids the need for additional compensation as provided in Section 2.14, then P&G may cause such
Lender or the Agent to (and, if P&G so demands, such Lender or the Agent shall) assign all of its
rights and obligations under this Agreement to one or more other Persons identified by any Borrower
in the manner provided in Section 8.11.



     (g) If any Lender or the Agent determines that it has received a refund of or credit against
any Taxes as to which it has been indemnified by any Borrower or with respect to which any Borrower
has paid additional amounts pursuant to this Section 2.14, it shall pay over such refund or credit
to Borrower (but only to the extent of amounts paid by such Borrower under this Section 2.14), net
of all out-of-pocket expenses of such Lender or the Agent and without interest (other than any
interest paid by the relevant governmental or regulatory authority with respect to such refund or
credit); provided, however, that such Borrower, upon the request of such Lender or the Agent,
agrees to repay the amount paid over to such Borrower to such Lender or the Agent in the event such
Lender or the Agent is required to repay such refund to such governmental authority or such credit
is subsequently denied. Nothing in this Section 2.14(g) shall be deemed to require the Agent or
any Lender to provide copies of tax returns or other confidential tax information.



     (i) Each Lender and the Agent shall take all actions reasonably requested by any Borrower to
assist such Borrower, at the sole expense of such Borrower, to recover from the relevant taxation
authority or other governmental authority any Taxes in respect of which amounts were paid by such
Borrower pursuant to Section 2.14(a) or Section 2.14(b).



     SECTION 2.15 Sharing of Payments, Etc.



     If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise
of any right of set-off, or otherwise) on account of the Revolving Credit Advances owing to it
(other than pursuant to Section 2.11, 2.14 or 8.04(c) or as payment to a Non-Consenting Lender on
the Termination Date in accordance with Section 2.06) in excess of its ratable share of payments on
account of the Revolving Credit Advances or participations obtained by all the Lenders, such Lender
shall forthwith purchase from the other Lenders such participations in the Revolving Credit
Advances owing to them as shall be necessary to cause such purchasing Lender to share the excess
payment ratably with each of them; provided, however, that if all or any portion of such excess
payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall
be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent
of such recovery together with an amount equal to such Lender’s ratable share (according to the
proportion of (i) the amount of such Lender’s required repayment to (ii) the total amount so
recovered from the purchasing Lender) of any interest or other amount paid or payable by the
purchasing Lender in respect of the total amount so recovered. Each of the Borrowers agrees that
any Lender so purchasing a participation from another Lender pursuant to this Section 2.15 may, to
the fullest extent permitted by law, exercise all its rights of payment (including the right of
set-off) with respect to such participation as fully as if such Lender were the direct creditor of
such Borrower in the amount of such participation.



     SECTION 2.16 Use of Proceeds.



     The proceeds of the Advances shall be available (and each Borrower agrees that it shall use
such proceeds) for general corporate purposes of P&G and its Subsidiaries, including to finance
acquisitions and providing backup liquidity to support the issuance of commercial paper.



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     SECTION 2.17 Evidence of Debt.



     (a) Each Lender shall maintain in accordance with its usual practice an account or accounts
evidencing the indebtedness of each Borrower to such Lender resulting from each Advance owing to
such Lender from time to time, including the amounts of principal and interest payable and paid to
such Lender from time to time on account thereof. Each Borrower agrees that upon notice by any
Lender to such Borrower (with a copy of such notice to the Agent) to the effect that a promissory
note or other evidence of indebtedness is required or appropriate in order for such Lender to
evidence (whether for purposes of pledge, enforcement or otherwise) the Revolving Credit Advances
owing to, or to be made by, such Lender, such Borrower shall promptly execute and deliver to such
Lender promissory notes of such Borrower payable to the order of such Lender, in substantially the
forms of Exhibit F-1 hereto (a “Tranche A Note”), and of Exhibit F-2 hereto
(a “Tranche B Note”), in a principal amount equal to the respective Tranche A Commitment
and Tranche B Commitment, respectively, of such Lender.



     (b) The Register maintained by the Agent pursuant to Section 8.07(d) shall include a control
account, and a subsidiary account for each Lender, in which accounts (taken together) shall be
recorded (i) the date and amount of each Borrowing made hereunder, the Type of Advances comprising
such Borrowing, whether such Advances are Tranche A Advances or Tranche B Advances and, if
appropriate, the Interest Period applicable thereto, (ii) the terms of each Assignment and
Acceptance delivered to and accepted by it, (iii) the amount of any principal or interest due and
payable or to become due and payable from each Borrower to each Lender hereunder and (iv) the
amount of any sum received by the Agent from such Borrower hereunder and each Lender’s share
thereof.



     (c) Entries made in good faith by the Agent in the Register pursuant to subsection (b) above,
and by each Lender in its account or accounts pursuant to subsection (a) above, shall be prima
facie evidence of the amount of principal and interest due and payable or to become due and payable
from each Borrower to, in the case of the Register, each Lender and, in the case of such account or
accounts, such Lender, under this Agreement, absent manifest error; provided, however, that the
failure of the Agent or such Lender to make an entry, or any finding that an entry is incorrect, in
the Register or such account or accounts shall not limit or otherwise affect the obligations of any
Borrower under this Agreement.



     SECTION 2.18 Call Right of Affiliates.



     Any Affiliate of a Borrower may upon at least one Business Day’s notice to the Agent, state
the proposed date and aggregate principal amount of the purchase, and, if such notice is given,
such Affiliate shall, purchase from the Lenders at par the outstanding principal amount of Tranche
A Advances or Tranche B Advances comprising part of the same Borrowing in whole or in part, and
assume from the Lenders Tranche A Commitments or Tranche B Commitments, as the case may be, in an
amount at least equal to the principal amount of the Advances so purchased; provided that P&G, in
its sole discretion, may elect to effect such purchase on a non-ratable basis with respect to the
Advances and Commitments under the applicable Facility held by one or more Lenders that are
Affiliates of a Borrower (it being understood that such purchase shall be on a ratable basis as to
all other Lenders). After giving effect to each such purchase, the purchasing Affiliate shall be
treated as a Lender to the extent of the rights and obligations so purchased, except as otherwise
expressly set forth herein. Each purchase made pursuant to this Section 2.18 shall also be subject
to Section 8.07(a).



     SECTION 2.19 Put Right of Affiliates.



     Any Lender that is an Affiliate of a Borrower shall be entitled upon at least two Business
Day’s notice to the Agent, to sell and assign to the other Lenders, and each of the Lenders
irrevocably agrees to purchase, at par all or a portion of the outstanding Tranche A Advances or
Tranche B Advances owing to



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such Affiliate of the Borrower, and to assign to the other Lenders Tranche A Commitments or
Tranche B Commitments, as the case may be, in an amount at least equal to the principal amount of
the Advances so sold and assigned; provided that each such sale and assignment shall be made to the
other Lenders (based on their respective Commitments under the applicable Facility); provided,
further, that P&G, in its sole discretion, may elect to effect such sale and assignment on a
non-ratable basis with respect to the Advances and Commitments under the applicable Facility held
by one or more Lenders that are Affiliates of a Borrower (it being understood that such sale and
assignment shall be on a ratable basis as to all other Lenders). Any notice delivered by a Lender
that is an Affiliate of a Borrower pursuant to this Section 2.19 shall specify (i) the effective
date of such sale and assignment and (ii) the amount of Revolving Credit Advances under each
Facility subject to each such sale and assignment. After giving effect to each such sale and
assignment, the selling Affiliate shall cease to be a Lender to the extent of the right and
obligations so sold and assigned. On or promptly following the effective date of any sale and
assignment pursuant to this Section 2.19, the Agent shall notify the Lenders of the effective date
thereof and shall distribute a revised Schedule II hereto reflecting each such sale and assignment.



     SECTION 2.20 Extension of Facility.



     (a) P&G, by written notice to the Agent, may request an extension of the maturity of all
Revolving Credit Advances outstanding on the Scheduled Termination Date by one year or two years
(as selected by P&G) from its then scheduled expiration during which time all outstanding Advances
on such Scheduled Termination Date shall convert into term loans; provided that such request is
made at least 30 days, but not more than 60 days, prior to the Scheduled Termination Date. The
Agent shall promptly notify each Lender of such request, and each Lender shall, in turn, in its
sole discretion, not earlier than 30 days but not later than 20 days prior to the Scheduled
Termination Date, notify P&G and the Agent in writing as to whether such Lender will consent to
such extension, such notice to be in substantially the form of Exhibit G hereto. If any
Lender shall fail to notify the Agent and P&G in writing of its consent to any such request for
extension of the Scheduled Termination Date at least 20 days prior to the Scheduled Termination
Date, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The
Agent shall notify P&G in writing not later than 15 days prior to the Scheduled Termination Date of
the decision of the Lenders regarding P&G’s request for an extension of the Scheduled Termination
Date.



     (b) If all the Lenders consent in writing to any such request in accordance with subsection
(a) of this Section 2.20, the Scheduled Termination Date shall, effective as of such date, be
extended for the one or two year period selected by P&G in its initial request; provided that no
Default shall have occurred and be continuing. If fewer than all of the Lenders consent in writing
to any such request in accordance with subsection (a) of this Section 2.20, the maturity of the
Revolving Credit Advances outstanding on the Scheduled Termination Date shall, effective as of such
date, be extended as to those Lenders that so consented (each a “Consenting Lender”) but
shall not be extended as to any other Lender (each a “Non-Consenting Lender”). To the
extent that the maturity of the Revolving Credit Advances outstanding on the Scheduled Termination
Date is not extended as to any Lender pursuant to this Section 2.20 and the Commitment of such
Lender is not assumed in accordance with subsection (c) of this Section 2.20 on or prior to the
Scheduled Termination Date, the Commitment of such Non-Consenting Lender shall automatically
terminate in whole on the Scheduled Termination Date without any further notice or other action by
P&G, the Agent, such Lender or any other Person; provided that such Non-Consenting Lender’s rights
under Sections 2.11, 2.14 and 8.04, and its obligations under Section 7.05, shall survive the
Scheduled Termination Date for such Lender as to matters occurring prior to such date. It is
understood and agreed that no Lender shall have any obligation whatsoever to agree to any request
made by P&G for any requested extension of the Scheduled Termination Date.



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     (c) If fewer than all of the Lenders consent to any such request pursuant to subsection (a) of
this Section 2.20, the Agent shall promptly so notify the Consenting Lenders, and each Consenting
Lender may, in its sole discretion, give written notice to the Agent not later than 10 days prior
to the Scheduled Termination Date of the amount of the Non-Consenting Lenders’ Commitments for
which it is willing to accept an assignment. If the Consenting Lenders notify the Agent that they
are willing to accept assignments of Commitments in an aggregate amount that exceeds the amount of
the Commitments of the Non-Consenting Lenders, such Commitments shall be allocated among the
Consenting Lenders willing to accept such assignments in such amounts as are agreed between P&G and
the Agent. If after giving effect to the assignments of Commitments described above there remain
any Commitments of Non-Consenting Lenders, P&G may arrange for one or more Consenting Lenders or
other Persons that agree to an extension of the Termination Date (each, an “Assuming Extending
Lender”) to assume, effective as of the Extension Date, any Non-Consenting Lender’s Commitment
and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising,
without expense to such Non-Consenting Lender; provided, however, that the amount of the Commitment
of any such Assuming Extending Lender as a result of such substitution shall in no event be less
than $10,000,000 unless the amount of the Commitment of such Non-Consenting Lender is less than
$10,000,000, in which case such Assuming Extending Lender shall assume all of such lesser amount;
and provided, further that:




     (i) any such Consenting Lender or Assuming Extending Lender shall have paid to such
Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and
unpaid to the effective date of the assignment on, the outstanding Advances, if any, of such
Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such
Non-Consenting Lender as of the effective date of such assignment; and




     (ii) all additional costs, reimbursements, expense reimbursements and indemnities
payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to
such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have
been paid to such Non-Consenting Lender.


At least one Business Day prior to any Extension Date, (A) each such Assuming Extending Lender that
was not a Lender prior to the Extension Date, if any, shall have delivered to P&G and the Agent an
Assignment and Acceptance, duly executed by such Assuming Extending Lender, such non-Consenting
Lender, P&G and the Agent, (B) any such Consenting Lender shall have delivered confirmation in
writing satisfactory to P&G and the Agent as to the increase in the amount of its Commitment, and
(C) each Non-Consenting Lender being replaced pursuant to this Section 2.20 shall have delivered to
the Agent any Note or Notes held by such Non-Consenting Lender. Upon the payment or prepayment of
all amounts referred to in subsections (i), (ii) and (iii) of this Section 2.20(c), each such
Consenting Lender or Assuming Extending Lender, as of the Extension Date, will be substituted for
such Non-Consenting Lender under this Agreement and shall be a Lender for all purposes of this
Agreement, without any further acknowledgment by or the consent of the other Lenders, and, except
as otherwise provided above, the obligations of each such Non-Consenting Lender hereunder shall, by
the provisions hereof, be released and discharged.




     (d) This Section 2.20 shall supersede any provisions of this Agreement (including, without
limitation, Section 2.15 or 8.01) or any of the other Loan Documents to the contrary.



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ARTICLE III




CONDITIONS TO EFFECTIVENESS AND LENDING




     SECTION 3.01 Conditions Precedent to Initial Borrowing.



     The initial Borrowing of Advances under this Agreement shall be made on and as of the first
date (the “Closing Date”) on which the following conditions precedent have been satisfied:



     (a) All amounts owing by the Initial Borrower under the Existing Credit Agreement shall have
been, or concurrently with the initial Borrowing hereunder shall be, paid in full, and all
commitments of the lenders thereunder shall have been, or concurrently with the initial Borrowing
hereunder shall be, terminated in accordance with the terms of the Existing Credit Agreement.



     (b) The Initial Borrower shall have paid all accrued fees and expenses of the Agent (including
reasonable fees and expenses of counsel to the Agent).



     (c) On the Closing Date, the Agent shall have received for the account of each Lender a
certificate signed by a duly authorized representative of the Initial Borrower, dated the Closing
Date, stating that:




     (i) The representations and warranties contained in Section 4.01 are correct in all
material respects on and as of the Closing Date, and




     (ii) No event has occurred and is continuing that constitutes a Default.



     (d) The Agent shall have received on or before the Closing Date the following, each dated such
date, in form and substance satisfactory to the Agent and in sufficient copies for each Lender:




     (i) Certified copies of each of the charter or other organizational documents of the
Initial Borrower and of resolutions of the Initial Borrower approving this Agreement and of
all documents evidencing other necessary corporate action with respect to this Agreement.




     (ii) A certificate of an authorized representative of the Initial Borrower certifying
the names and true signatures of the other authorized representatives of the Initial
Borrower authorized to sign this Agreement and the other documents to be delivered
hereunder.




     (iii) [Intentionally Omitted].




     (iv) Favorable written opinions of counsel for the Initial Borrower, in the form of (A)
Exhibit C-1 hereto from Luxembourg counsel to the Initial Borrower, (B) Exhibit
C-2 hereto from the Initial Borrower’s special counsel, and (C) Exhibit C-3
hereto from Cadwalader, Wickersham & Taft LLP, special counsel to the Initial Borrower.




     (v) A favorable opinion of Shearman & Sterling LLP, counsel for the Agent, in form and
substance satisfactory to the Agent.



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     SECTION 3.02 Conditions Precedent to Each Borrowing.



     The obligation of each Lender to make any Advance on the occasion of each Borrowing (other
than any deemed Revolving Credit Borrowing pursuant to Section 2.04(b) or Section 2.07(c)) shall be
subject to the conditions precedent that:



     (a) on the date of such Borrowing the following statements shall be true (and each of the
giving of the applicable Notice of Revolving Credit Borrowing or Notice of Competitive Bid
Borrowing, as applicable, and the acceptance by any Borrower of the proceeds of such Borrowing
shall constitute a representation and warranty by the applicable Borrower that on the date of such
Borrowing such statements are true):




     (i) the representations and warranties of P&G and, if applicable, such Borrower,
contained in Section 4.01 (except the representations set forth in subsection (e) thereof
and in subsection (f) thereof) are correct in all material respects on and as of the date of
such Borrowing, before and after giving effect to such Borrowing and to the application of
the proceeds therefrom, as though made on and as of such date; and




     (ii) no event has occurred and is continuing, or would result from such Borrowing or
from the application of the proceeds therefrom, that constitutes a Default; and



     (b) the Agent shall have received such other approvals, opinions or documents as the Required
Lenders through the Agent may reasonably request.



     SECTION 3.03 Determinations Under Section 3.01.



     For purposes of determining compliance with the conditions specified in Section 3.01, each
Lender shall be deemed to have consented to, approved or accepted or to be satisfied with each
document or other matter required thereunder to be consented to or approved by or acceptable or
satisfactory to the Lenders unless an officer of the Agent responsible for the transactions
contemplated by this Agreement shall have received notice from such Lender prior to the Closing
Date specifying its objection thereto.



ARTICLE IV




REPRESENTATIONS AND WARRANTIES




     SECTION 4.01 Representations and Warranties of the Borrowers.



     Each of the Borrowers represents and warrants as to itself as follows:



     (a) Such Borrower is a corporation, general partnership or limited liability company duly
organized, validly existing and in good standing under the laws of the jurisdiction of its
incorporation or formation and is duly qualified and in good standing in each jurisdiction wherein
the failure to so qualify would have a material adverse effect on the financial condition or
results of operations of such Borrower and its Subsidiaries, taken as a whole. Each of the
Subsidiaries of such Borrower is duly organized and validly existing under the laws of its
jurisdiction of incorporation or formation.



     (b) The execution, delivery and performance by such Borrower of each Loan Document to which it
is a party delivered hereunder, and the consummation of the transactions contemplated hereby, are
within their respective corporate or other similar organization powers, have been duly authorized
by all necessary corporate or other similar organization action, and do not contravene (i) their
respective



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charter, by-laws or other organizational documents or (ii) law or any material contractual
restriction binding on or affecting such Borrower.



     (c) No authorization or approval or other action by, and no notice to or filing with, any
governmental authority or regulatory body or any other third party is required for the due
execution, delivery and performance by such Borrower of this Agreement or any other Loan Document
to which it is a party, except for any such authorizations, approvals, actions, notices or filings
as have already been made or obtained and are in full force and effect.



     (d) This Agreement has been, and each other Loan Document when delivered hereunder will have
been, duly executed and delivered by such Borrower party thereto. This Agreement is, and each
other Loan Document to which it is a party when delivered hereunder will be, the legal, valid and
binding obligation of such Borrower, enforceable against it in accordance with their respective
terms.



     (e) Except as disclosed in writing to the Agent prior to the Closing Date, since December 31,
2006, there has been no Material Adverse Change.



     (f) There is no pending or overtly threatened action, suit, investigation, litigation or
proceeding affecting such Borrower or any of its Subsidiaries before any court, governmental agency
or arbitrator that could reasonably be expected to adversely affect the legality, validity or
enforceability of any Loan Document or the consummation of the transactions contemplated hereby.



     (g) Such Borrower is not engaged in the business of extending credit for the purpose of
purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of
Governors of the Federal Reserve System).



     (h) Following application of the proceeds of each Advance, not more than 25% of the value of
the assets (either of the Borrowers only or of the Borrowers and their Subsidiaries, taken as a
whole) subject to the provisions of Section 5.02(a) will be margin stock (within the meaning of
Regulation U issued by the Board of Governors of the Federal Reserve System).



     (i) All written information (other than financial information, projections, estimates and
other forward looking statements) heretofore furnished by such Borrower to the Lenders for purposes
of or in connection with this Agreement or any transaction contemplated hereby, taken as a whole,
in each case as such written information may be amended, modified or supplemented by it from time
to time, is correct in all material respects and does not omit to state any material fact or any
fact necessary to make the statements contained therein not materially misleading in light of the
circumstances under which such statements were made.



     (j) Such Borrower is not an “investment company”, or a company “controlled” by an “investment
company”, within the meaning of the Investment Company Act of 1940, as amended.



     (k) All of the Advances and other obligations owing by such Borrower to the Agent and the
Lenders under this Agreement and the Notes, if any, rank pari passu or senior to all of its other
senior unsecured indebtedness for money borrowed.



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ARTICLE V




COVENANTS OF P&G




     SECTION 5.01 Affirmative Covenants.



     So long as any Advance shall remain unpaid or any Lender shall have any Revolving Credit
Commitment hereunder, P&G will, in the case of clause (d) of this Section 5.01, and each of the
Borrowers will, in all other cases under this Section:



     (a) Compliance with Laws, Etc. Comply, and cause each of its Subsidiaries to comply,
in all material respects, with all applicable laws, rules, regulations and orders, except where the
failure to so comply would not have a Material Adverse Effect.



     (b) Payment of Taxes, Etc. Pay and discharge, and cause each of its Subsidiaries to
pay and discharge, before the same shall become delinquent, (i) all material taxes, assessments and
governmental charges or levies imposed upon it or upon its property and (ii) all material lawful
claims that, if unpaid, might by law become a Mortgage upon its property; provided, however, that
none of the Borrowers or the Subsidiaries of a Borrower shall be required to pay or discharge any
such tax, assessment, charge, levy or claim that is being contested in good faith and by proper
proceedings and as to which appropriate reserves are being maintained, unless and until any
Mortgage resulting therefrom attaches to its property and proper enforcement, collection,
execution, levy or foreclosure proceedings shall have been commenced with respect thereto.



     (c) Preservation of Corporate Existence, Etc. Preserve and maintain, and cause each
of its Subsidiaries to preserve and maintain, its existence as a corporation, general partnership
or limited liability company, as applicable, its rights (charter and statutory) and franchises;
provided, however, that (i) each of the Borrowers and each of their respective Subsidiaries may
consummate any merger, consolidation or transfer, sale or lease of its assets as an entirety to any
Person not prohibited under Section 5.02(b), (ii) each of the Borrowers and each of their
respective Subsidiaries may wind up, liquidate or dissolve any inactive or immaterial Subsidiary of
such Person, (iii) none of the Borrowers or the Subsidiaries of a Borrower shall be required to
preserve any right or franchise if the Board of Directors of such Borrower or such Subsidiary shall
determine that the preservation thereof is no longer desirable in the conduct of the business of
P&G and its Subsidiaries, taken as a whole, and that the loss thereof is not disadvantageous in any
material respect to P&G and its Subsidiaries, taken as a whole, or the Lenders, and (iv) each of
the Borrowers and each of their respective Subsidiaries may reincorporate or otherwise change its
legal form so long as (A) the applicable Borrower provides written notice thereof to the Agent
reasonably promptly following such reincorporation or change (together with certified copies of
each amended charter or other organizational document), and (B) such reincorporation or change
would not result in a Material Adverse Effect.



     (d) Reporting Requirements. Deliver to the Agent (for distribution by the Agent to
the Lenders):




     (i) within the time periods specified in the rules and regulations of the Securities
and Exchange Commission, but only for so long as P&G is subject to the periodic reporting
requirements of the Securities Exchange Act of 1934, as amended, a Quarterly Report on Form
10-Q for each of the first three fiscal quarters of each fiscal year of P&G and an Annual
Report on Form 10-K for each fiscal year of P&G;



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     (ii) as soon as possible and in any event within five days after the occurrence of each
Default continuing on the date of such statement, a statement of any Borrower setting forth
details of such Default and the action that one or more of P&G and its Subsidiaries has
taken and propose to take with respect thereto;




     (iii) promptly after the sending or filing thereof, copies of all reports that P&G
sends to any of its security holders, and copies of all reports and registration statements
that P&G files with the Securities and Exchange Commission or any national securities
exchange;




     (iv) promptly after the commencement thereof, notice of all actions and proceedings
before any court, governmental agency or arbitrator affecting any of the Borrowers or any of
their Subsidiaries of the type described in Section 4.01(f); and




     (v) such other information respecting any of the Borrowers or any of their Subsidiaries
as the Required Lenders through the Agent may from time to time reasonably request;


provided, however, that in the case of clauses (i) and (iii) of this subsection (d), P&G may comply
with its obligations thereunder by posting the relevant documents to its website, to any of the
other Borrowers’ websites, to www.sec.gov, or to such other website as notified to the
Agent and the Lenders in lieu of delivering hard copies thereof to the Lenders.




     SECTION 5.02 Negative Covenants.



     So long as any Advance shall remain unpaid or any Lender shall have any Revolving Credit
Commitment hereunder, P&G shall not:



     (a) Restrictions on Mortgages. Incur, assume or guarantee, or permit any of its
Subsidiaries to incur, assume or guarantee, any Debt (other than the Advances, if applicable)
secured by a Mortgage on any Principal Manufacturing Property or on any Debt of any of its
Subsidiaries unless such Borrower secures, or causes such Subsidiary to secure, the Advances
equally and ratably with (or prior to) such Debt for so long as such Debt is secured; provided,
however, that the Borrowers shall not be required to so secure, or cause any of its Subsidiaries to
so secure, the Advances as provided in this Section 5.02(a) if after giving effect thereto the
aggregate amount of all such Debt so secured would not exceed 20% of Consolidated Assets of P&G and
its Subsidiaries at the time of such incurrence, assumption or guarantee. Notwithstanding the
foregoing, this Section 5.02(a) shall not apply to, and there shall be excluded in computing
secured Debt for the purposes of this Section 5.02(a):




     (i) Permitted Mortgages;




     (ii) Mortgages existing as of the date hereof;




     (iii) Mortgages granted in favor of P&G, any of the Borrowers or any of their
Subsidiaries on all or any portion of the assets of P&G and its Subsidiaries;




     (iv) Mortgages arising solely from precautionary filings of financing statements under
the Uniform Commercial Code of any jurisdiction (or similar filings and recordings under
equivalent provisions of applicable law);




     (v) any Mortgages existing on any Principal Manufacturing Property or Debt at the time
such Principal Manufacturing Property or Debt is acquired by any Borrower or any of its



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Subsidiaries, or on any Principal Manufacturing Property or Debt of any Person at the
time such Person becomes, or is merged into, P&G or any of its Subsidiaries;




     (vi) purchase money and title retention Mortgages, capitalized leases and construction-
or improvement-cost Mortgages and other similar Mortgages; and




     (vii) any extension, refinancing, renewal or refunding of any Mortgage referred to in
clauses (i) through (vi) of this Section 5.02(a).



     (b) Consolidation, Merger and Sale of Assets. Consolidate or merge with or into, or
transfer, sell or lease its assets as an entirety to, any Person, unless the Person (if other than
a Borrower or a Subsidiary of P&G) formed by such consolidation or into which such Borrower is
merged or which acquires or leases the assets of such Borrower substantially as an entirety assumes
such Borrower’s obligations under the Loan Documents (and, upon such assumption, such Person shall
be a Borrower for all purposes of the Loan Documents), or another Borrower assumes such Borrower’s
obligations under the Loan Documents; provided, that after giving effect to such transaction, no
Default shall have occurred and be continuing, and such consolidation, merger, transfer, sale or
lease of assets shall not be prohibited under the indentures pursuant to which any publicly held
debt of such Borrower was issued.



ARTICLE VI




EVENTS OF DEFAULT




     SECTION 6.01 Events of Default.



     Each of the following events shall constitute an “Event of Default” under this Agreement:



     (a) Any Borrower shall fail to pay any principal of any Advance when the same becomes due and
payable; or any Borrower shall fail to pay any interest on any Advance or make any other payment of
fees payable under this Agreement or any Note within 10 days after the same becomes due and
payable; or any Borrower shall fail to make any payment of any other amount payable under any Loan
Document, or P&G shall fail to make any payment of any other amount payable under the P&G Guaranty,
within 10 days after the same becomes due and payable; or



     (b) Any representation or warranty made by any Borrower (or any of its authorized
representatives) under or in connection with this Agreement or any of the other Loan Documents
shall prove to have been incorrect in any material respect when made; or



     (c) (i) Any Borrower shall fail to perform or observe any term, covenant or agreement
contained in Section 5.01(c) or Section 5.01(d) (other than clauses (d)(i) or (d)(iii)), or (ii)
any Borrower shall fail to perform or observe any other term, covenant or agreement contained in
this Agreement or any of the Loan Documents on its part to be performed or observed if, in the case
of this clause (ii), such failure shall remain unremedied for 30 days after written notice thereof
shall have been given to P&G by the Agent or any Lender; or



     (d) Any Borrower or any of its Subsidiaries shall admit in writing its inability to pay its
debts generally, or shall make a general assignment for the benefit of creditors; or any proceeding
shall be instituted by or against any Borrower or any of its Subsidiaries seeking to adjudicate it
a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement,
adjustment, protection, relief, or composition of it or its debts under any law relating to
bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for
relief or the appointment of a receiver, trustee,



-38-









 







custodian or other similar official for it or for any substantial part of its property and, in
the case of any such proceeding instituted against it (but not instituted by it), either such
proceeding shall remain undismissed or unstayed for a period of 90 days, or any of the actions
sought in such proceeding (including, without limitation, the entry of an order for relief against,
or the appointment of a receiver, trustee, custodian or other similar official for, it or for any
substantial part of its property) shall occur; or any Borrower or any of its Subsidiaries shall
take any corporate or other action to authorize any of the actions set forth above in this
subsection (d); or



     (e) Any judgment or order for the payment of money in excess of $250,000,000 shall be rendered
against any Borrower or any of the Material Subsidiaries and not satisfied and there shall be any
period of 60 consecutive days during which a stay of enforcement of such unsatisfied judgment or
order, by reason of a pending appeal or otherwise, shall not be in effect; provided, however, that
the rendering of any such judgment or order shall not be an Event of Default under this Section
6.01(e) if and for so long as (i) the amount of such judgment or order, or a portion thereof in an
amount sufficient to reduce the total uninsured amount to an amount less than $250,000,000, is
covered by a valid and binding policy of insurance between the defendant and the insurer covering
payment thereof and (ii) such insurer, which shall be rated at least “A” by A.M. Best Company, has
been notified of, and has not properly disputed the claim made for payment of, the amount of such
judgment or order.



     SECTION 6.02 Remedies.



     (a) If any Event of Default shall occur and be continuing, then, and in any such event, the
Agent (i) shall at the request, or may with the consent, of the Required Lenders, by notice to each
of the Borrowers, declare the obligation of each Lender to make Advances to be terminated,
whereupon the obligation of each Lender to make such Advances shall forthwith terminate, and (ii)
shall at the request, or may with the consent, of the Required Lenders, by notice to each of the
Borrowers, declare the Advances, all interest thereon and all other amounts payable under this
Agreement to be forthwith due and payable, whereupon the Advances, all such interest and all such
amounts shall become and be forthwith due and payable, without presentment, demand, protest or
further notice of any kind, all of which are hereby expressly waived by each of the Borrowers.



     (b) Notwithstanding anything to the contrary in clause (a) of this Section 6.02, in the event
of an actual or deemed entry of an order for relief with respect to any Borrower under the Federal
Bankruptcy Code, (i) the obligation of each Lender to make Advances to such Borrower shall
automatically be terminated and (ii) the Advances made to such Borrower, all interest thereon and
all amounts payable under this Agreement with respect thereto shall automatically become and be due
and payable, without presentment, demand, protest or any notice of any kind, all of which are
hereby expressly waived by each of the Borrowers.



ARTICLE VII




THE AGENT




     SECTION 7.01 Authorization and Action.



     Each Lender hereby appoints and authorizes the Agent to take such action as agent on its
behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents
as are delegated to the Agent by the terms hereof and thereof, together with such powers and
discretion as are reasonably incidental thereto. As to any matters not expressly provided for by
this Agreement or the other Loan Documents (including, without limitation, enforcement or
collection of the Advances), the Agent shall not be required to exercise any discretion or take any
action, but shall be required to act or to



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refrain from acting (and shall be fully protected in so acting or refraining from acting) upon
the instructions of the Required Lenders, and such instructions shall be binding upon all Lenders
and all holders of Notes; provided, however, that the Agent shall not be required to take any
action that exposes the Agent to personal liability or that is contrary to this Agreement or the
other Loan Documents applicable law. The Agent agrees to give to each Lender prompt notice of each
notice given to it by each of the Borrowers pursuant to the terms of this Agreement or the other
Loan Documents.



     SECTION 7.02 Agent’s Reliance, Etc.



     Neither the Agent nor any of its directors, officers, agents or employees shall be liable for
any action taken or omitted to be taken by it or them under or in connection with this Agreement or
any of the other Loan Documents, except for its or their own negligence or willful misconduct.
Without limitation of the generality of the foregoing, the Agent: (i) may treat the Lender that
made any Advance as the holder of the Debt resulting therefrom until the Agent receives and accepts
an Assignment and Acceptance entered into by such Lender, as assignor, and any assignee thereof as
provided in Section 8.07; (ii) may consult with legal counsel (including counsel for any of the
Borrowers), independent public accountants and other experts selected by it and shall not be liable
for any action taken or omitted to be taken in good faith (without negligence or willful
misconduct) by it in accordance with the advice of such counsel, accountants or experts; (iii)
makes no warranty or representation to any Lender and shall not be responsible to any Lender for
any statements, warranties or representations (whether written or oral) made in or in connection
with this Agreement or any of the other Loan Documents; (iv) shall not have any duty to ascertain
or to inquire as to the performance or observance of any of the terms, covenants or conditions of
this Agreement or any of the other Loan Documents on the part of any of the Borrowers or to inspect
the property (including the books and records) of any of the Borrowers; (v) shall not be
responsible to any Lender for the due execution, legality, validity, enforceability, genuineness or
sufficiency or value of this Agreement or any of the other Loan Documents or any other instrument
or document furnished pursuant hereto or thereto; and (vi) shall incur no liability under or in
respect of this Agreement or any of the other Loan Documents by acting in good faith upon any
notice, consent, certificate or other instrument or writing (which may be by telecopier or
telegram) believed by it to be genuine and signed or sent by the proper party or parties.



     SECTION 7.03 Citibank and Affiliates.



     With respect to its Commitment, the Advances made by it and any Note or Notes issued to it,
Citibank shall have the same rights and powers under this Agreement as any other Lender and may
exercise the same as though it were not the Agent; and the term “Lender” or
“Lenders” shall, unless otherwise expressly indicated, include Citibank in its individual
capacity. Citibank and its Affiliates may accept deposits from, lend money to, act as trustee
under indentures of, accept investment banking engagements from and generally engage in any kind of
business with, any of the Borrowers, any of their Subsidiaries and any Person who may do business
with or own securities of any of the Borrowers or their Subsidiaries, all as if Citibank were not
the Agent and without any duty to account therefor to the Lenders.



     SECTION 7.04 Lender Credit Decision.



     Each Lender acknowledges that it has, independently and without reliance upon the Agent or any
other Lender and based on the financial statements delivered to the Agent in accordance with this
Agreement and such other documents and information as it has deemed appropriate, made its own
credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it
will, independently and without reliance upon the Agent or any other Lender and based on such
documents and



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information as it shall deem appropriate at the time, continue to make its own credit
decisions in taking or not taking action under this Agreement.



     SECTION 7.05 Indemnification.



     The Lenders agree to indemnify the Agent (to the extent not reimbursed by the Borrowers),
ratably according to the respective principal amounts of the Advances then owing to each of them
(or if no Advances are at the time outstanding or if any Advances are then owing to Persons that
are not Lenders, ratably according to the respective amounts of their Commitments), from and
against any and all liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on,
incurred by, or asserted against the Agent in any way relating to or arising out of this Agreement
or any of the other Loan Documents or any action taken or omitted by the Agent hereunder or
thereunder (collectively, the “Indemnified Costs”), provided that no Lender shall be liable
for any portion of the Indemnified Costs resulting from the Agent’s negligence or willful
misconduct. Without limitation of the foregoing, each Lender agrees to reimburse the Agent
promptly upon demand for its ratable share of any out-of-pocket expenses (including counsel fees)
incurred by the Agent in connection with the preparation, execution, delivery, administration,
modification, amendment or enforcement (whether through negotiations, legal proceedings or
otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, to
the extent that the Agent is not reimbursed for such expenses by the Borrowers. In the case of any
investigation, litigation or proceeding giving rise to any Indemnified Costs, this Section 7.05
applies whether any such investigation, litigation or proceeding is brought by the Agent, any
Lender or a third party.



     SECTION 7.06 Successor Agent.



     The Agent may resign at any time by giving written notice thereof to the Lenders and each of
the Borrowers and may be removed at any time with or without cause by the Required Lenders. Upon
any such resignation or removal, the Required Lenders shall have the right to appoint a successor
Agent acceptable to P&G. If no successor Agent shall have been so appointed by the Required
Lenders and approved by P&G, and shall have accepted such appointment, within 30 days after the
retiring Agent’s giving of notice of resignation or the Required Lenders’ removal of the retiring
Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which
shall be a commercial bank organized under the laws of the United States of America or of any State
thereof and having a combined capital and surplus of at least $500,000,000. Upon the acceptance of
any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon
succeed to and become vested with all the rights, powers, discretion, privileges and duties of the
retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under
this Agreement and the other Loan Documents. After any retiring Agent’s resignation or removal
hereunder as Agent, the provisions of this Article VII shall inure to its benefit as to any actions
taken or omitted to be taken by it while it was Agent under this Agreement and the other Loan
Documents.



     SECTION 7.07 Sub-Agent.



     The Sub-Agent has been designated under this Agreement to carry out the duties of the Agent.
The Sub-Agent shall be subject to each of the obligations in this Agreement to be performed by the
Sub-Agent, and each of the Borrowers and the Lenders agrees that the Sub-Agent shall be entitled to
exercise each of the rights and shall be entitled to each of the benefits of the Agent under this
Agreement as such rights and benefits relate to the performance of its obligations hereunder.



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     SECTION 7.08 Other Agents.



     Each Lender hereby acknowledges that no syndication agent and no documentation agent nor any
other Lender designated as any “agent” (other than the Agent and the Sub-Agent) on the signature
pages or the cover hereof has any liability hereunder other than in its capacity as a Lender.



ARTICLE VIII




MISCELLANEOUS




     SECTION 8.01 Amendments, Etc.



     No amendment or waiver of any provision of this Agreement or any of the other Loan Documents,
nor consent to any departure by any Borrower therefrom, shall in any event be effective unless the
same shall be in writing and signed by P&G and the Required Lenders, and then such waiver or
consent shall be effective only in the specific instance and for the specific purpose for which
given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed
by all the Borrowers and all of the Lenders (other than any Lender that is an Affiliate of any
Borrower), do any of the following: (a) waive any of the conditions specified in Section 3.01, (b)
increase the Commitments of the Lenders or postpone the Termination Date (other than as provided in
Section 2.20), (c) reduce the principal of, or interest on, the Revolving Credit Advances or any
fees or other amounts payable hereunder, (d) postpone any scheduled date for any payment of
principal of, or interest on, the Revolving Credit Advances or any fees or other amounts payable
hereunder pursuant to Section 2.04, 2.06 or 2.07 (other than as provided in Section 2.20), (e)
change the percentage of the Commitments or of the aggregate unpaid principal amount of the
Revolving Credit Advances, or the number of Lenders, that shall be required for the Lenders or any
of them to take any action hereunder, or (f) amend this Section 8.01; provided further that no
amendment, waiver or consent shall, unless in writing and signed by the Agent in addition to the
Lenders required above to take such action, affect the rights or duties of the Agent under this
Agreement or any other Loan Document.



     SECTION 8.02 Notices, Etc.



     (a) All notices and other communications provided for hereunder shall be either (x) in writing
(including telecopier communication) and mailed, telecopied or delivered, or (y) to the extent set
forth in Section 8.02(b) and in the proviso to this Section 8.02(a), by electronic mail (in .PDF
form) (“Email”), confirmed reasonably promptly thereafter in writing, if to any Borrower
party hereto on the Closing Date, at the address of such Person set forth on the signature pages
hereto; if to any Additional Borrower, to such Person at the address specified therefor in the
applicable Borrower Accession Agreement; if to any Initial Lender, at its Domestic Lending Office
specified opposite its name on Schedule I hereto; if to any other Lender, at its Domestic Lending
Office specified in the Assignment and Acceptance pursuant to which it became a Lender, as the case
may be; and if to the Agent, at its address at Two Penns Way, New Castle, Delaware 19720; or, as to
any Borrower or the Agent, at such other address as shall be designated by such party in a written
notice to the other parties and, as to each other party, at such other address as shall be
designated by such party in a written notice to each of the Borrowers and the Agent; provided, that
Notices of Revolving Credit Borrowing, Notices of Competitive Bid Borrowing and materials delivered
pursuant to Section 5.01(d)(i) and (d)(iii) shall be delivered to the Agent as specified in Section
8.02(b) or as otherwise specified to P&G by the Agent. All such notices and communications shall,
when mailed, telecopied or Emailed, be effective when deposited in the mails, telecopied or
confirmed by Email, respectively, except that notices and communications to the Agent pursuant to
Article II or III shall not be effective until received by the Agent. Delivery by telecopier or
facsimile of an executed counterpart of any amendment or waiver of any provision of this Agreement
or



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any other Loan Document or of any Exhibit hereto or thereto to be executed and delivered
hereunder shall be effective as delivery of a manually executed counterpart thereof.



     (b) Notices of Revolving Credit Borrowing, Notices of Competitive Bid Borrowing and materials
required to be delivered pursuant to Section 5.01(d)(i) and (d)(iii) may be delivered to the Agent
in an electronic medium in a format acceptable to the Agent by Email at
oploanswebadmin@citigroup.com, or such other email address as the Agent shall specify in writing to
each of the Borrowers. Each of the Borrowers agrees that the Agent may make such materials, as
well as any other written information, documents, instruments and other material relating to each
of the Borrowers, any of its Subsidiaries or any other materials or matters relating to this
Agreement, any of the other Loan Documents or any of the transactions contemplated hereby or
thereby (collectively, the “Communications”) available to the Lenders by posting such
notices on Intralinks or a substantially similar electronic system reasonably approved by P&G (the
“Platform”). Although the primary web portal is secured with a dual firewall and a User
ID/Password Authorization System and the Platform is secured through a single user per deal
authorization method whereby each user may access the Platform only on a deal-by-deal basis, each
of the Borrowers acknowledges that (i) the distribution of material through an electronic medium is
not necessarily secure and that there may be confidentiality and other risks associated with such
distribution, (ii) the Platform is provided “as is” and “as available” and (iii) neither the Agent
nor any of its Affiliates warrants the accuracy, adequacy or completeness of the Communications or
the Platform and each expressly disclaims liability for errors or omissions in the Communications
or the Platform. No warranty of any kind, express, implied or statutory, including, without
limitation, any warranty of merchantability, fitness for a particular purpose, non-infringement of
third party rights or freedom from viruses or other code defects, is made by the Agent or any of
its Affiliates in connection with the Platform.



     (c) Each Lender agrees that notice to it (as provided in the next sentence) (a
“Notice”) specifying that any Communications have been posted to the Platform shall
constitute effective delivery of such information, documents or other materials to such Lender for
purposes of this Agreement. Each Lender agrees (i) to notify the Agent in writing of such Lender’s
Email address to which a Notice may be sent by electronic transmission (including by electronic
communication) on or before the date such Lender becomes a party to this Agreement (and from time
to time thereafter to ensure that the Agent has on record an effective Email address for such
Lender) and (ii) that any Notice may be sent to such Email address.



     SECTION 8.03 No Waiver; Remedies.



     No failure on the part of any Lender or the Agent to exercise, and no delay in exercising, any
right hereunder or under any other Loan Document shall operate as a waiver thereof; nor shall any
single or partial exercise of any such right preclude any other or further exercise thereof or the
exercise of any other right. The remedies provided herein are cumulative and not exclusive of any
remedies provided by law.



     SECTION 8.04 Costs and Expenses.



     (a) P&G agrees to pay reasonably promptly following demand therefor all reasonable
out-of-pocket costs and expenses of the Agent in connection with the preparation, execution,
delivery, administration, modification and amendment of this Agreement, the other Loan Documents
and the other documents to be delivered hereunder, including, without limitation, (A) all due
diligence, syndication (including printing, distribution and bank meetings), transportation,
computer, duplication, appraisal, consultant, and audit expenses and (B) the reasonable fees and
expenses of counsel for the Agent with respect thereto and with respect to advising the Agent as to
its rights and responsibilities under this



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Agreement and the other Loan Documents. Each of the Borrowers further agrees to pay on demand
all reasonable out-of-pocket costs and expenses of the Agent and the Lenders, if any (including,
without limitation, reasonable counsel fees and expenses), in connection with the enforcement
against such Borrower (whether through negotiations, legal proceedings or otherwise) of this
Agreement, the other Loan Documents and the other documents to be delivered hereunder and
thereunder, including, without limitation, reasonable fees and expenses of counsel for the Agent
and each Lender in connection with the enforcement of rights against such Borrower under this
Section 8.04(a).



     (b) Each of the Borrowers agrees to indemnify and hold harmless the Agent and each Lender and
each of their Affiliates and their officers, directors, employees, agents and advisors (each, an
“Indemnified Party”; and each of the Agent and the Lenders, and their respective Affiliates
officers, directors, employees, agents and advisors being, in relation to each other, a
“Related Indemnified Party”) from and against any and all claims, damages, losses,
liabilities and expenses (including, without limitation, reasonable fees and expenses of counsel)
that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising
out of or in connection with or by reason of (including, without limitation, in connection with any
investigation, litigation or proceeding or preparation of a defense in connection therewith) the
Advances, this Agreement or any of the other Loan Documents, any of the transactions contemplated
herein or therein or the actual or proposed use of the proceeds of the Advances; provided, however,
that no Borrower shall have any obligation to indemnify an Indemnified Party pursuant to this
Section 8.04(b) with respect to any claim, damage, loss, liability or expense (i) that resulted
from negligence, willful misconduct, violation of law or the breach of any Loan Document by such
Indemnified Party or a Related Indemnified Party, (ii) is attributable to Taxes or Other Taxes,
which in each case shall be governed solely by Section 2.14, (iii) that arises out of a claim,
litigation, arbitration or proceeding of one or more of the Agent and/or any of the Lenders solely
against the Agent and/or any of the other Lenders not attributable to the actions of such Borrower
or any of its Subsidiaries or Affiliates or (iv) that arises out of a claim, litigation,
arbitration or proceeding in which one or more of the Borrowers and/or their Subsidiaries or
Affiliates prevail. In the case of an investigation, litigation or other proceeding to which the
indemnity in this Section 8.04(b) applies, such indemnity shall be effective whether or not such
investigation, litigation or proceeding is brought by the directors, shareholders or creditors of
any Borrower or an Indemnified Party or any other Person or any Indemnified Party is otherwise a
party thereto and whether or not the transactions contemplated hereby are consummated. Each of the
Borrowers and each of the Indemnified Parties hereby agrees not to assert any claim against each
such other Person, on any theory of liability, for special, indirect, consequential or punitive
damages arising out of or otherwise relating to the Advances, this Agreement or any of the other
Loan Documents, any of the transactions contemplated herein or therein or the actual or proposed
use of the proceeds of the Advances. No Indemnified Party shall settle or otherwise pay or agree
to pay any claim, damages, losses liabilities or expenses for which any Borrower is obligated to
provide indemnification under this Section 8.04(b) without the prior written consent of such
Borrower.



     (c) If any payment of principal of, or Conversion of, any Eurocurrency Rate Advance is made by
any Borrower to or for the account of a Lender other than on the last day of the Interest Period
for such Advance, as a result of a payment or Conversion pursuant to Section 2.08(d) or (e), 2.10
or 2.12, acceleration of the maturity of the Advances pursuant to Section 6.02 or for any other
reason, or by an assignee to a Lender other than on the last day of the Interest Period for such
Advance upon an assignment of rights and obligations under this Agreement pursuant to Section 8.07
as a result of a demand by a Borrower pursuant to Section 8.07(a), each of the Borrowers shall,
upon demand by such Lender (with a copy of such demand to the Agent), pay to the Agent for the
account of such Lender any amounts required to compensate such Lender for any additional losses,
costs or expenses that it may reasonably incur as a result of such payment or Conversion,
including, without limitation, any loss (excluding loss of anticipated profits), cost or expense
incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any
Lender to fund or maintain such Advance.



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     (d) Without prejudice to the survival of any other agreement of the Borrowers hereunder, the
agreements and obligations of the Borrowers contained in Sections 2.11, 2.14 and 8.04 shall survive
the payment in full of principal, interest and all other amounts payable hereunder and under the
other Loan Documents.



     SECTION 8.05 Right of Set-off.



     Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making
of the request or the granting of the consent specified by Section 6.02 to authorize the Agent to
declare the Advances due and payable pursuant to the provisions of Section 6.02, each Lender and
each of its Affiliates is hereby authorized at any time and from time to time, to the fullest
extent permitted by law, to set off and apply any and all deposits (general or special, time or
demand, provisional or final) at any time held and other indebtedness at any time owing by such
Lender or such Affiliate to or for the credit or the account of any Borrower against any and all of
the obligations of any Borrower now or hereafter existing under this Agreement, whether or not such
Lender shall have made any demand under this Agreement and although such obligations may be
unmatured. Each Lender agrees promptly to notify each of the Borrowers after any such set-off and
application, provided that the failure to give such notice shall not affect the validity of such
set-off and application. The rights of each Lender and its Affiliates under this Section are in
addition to other rights and remedies (including, without limitation, other rights of set-off) that
such Lender and its Affiliates may have.



     SECTION 8.06 Binding Effect.



     This Agreement shall become effective when it shall have been executed and delivered by P&G
and the Agent and when the Agent shall have been notified by each Initial Lender that such Initial
Lender has executed it and thereafter shall be binding upon and inure to the benefit of the
Borrowers, the Agent and each Lender and their respective successors and assigns, except that
(other than in accordance with Section 5.02(b) or Section 8.10) no Borrower shall have the right to
assign its rights hereunder or any interest herein without the prior written consent of the
Lenders.



     SECTION 8.07 Assignments and Participations.



     (a) Without the prior written consent of P&G and, except in connection with an Affiliate of
any of the Borrowers exercising its call rights under Section 2.18, and of the Agent (which Agent’s
consent shall not be unreasonably withheld), no Lender may assign all or any portion of its rights
and obligations under this Agreement to any Person, except to an Affiliate of such Lender, as
provided in Section 2.11 or 2.14, or as set forth in Section 8.07(g) or to another Lender that is
an Affiliate of such Lender. Each assignment pursuant to the terms of this Section 8.07(a) (A)
shall be of a constant, and not a varying, percentage of all rights and obligations under this
Agreement and shall be on a pro rata basis between the Facilities (and, in the case of an
assignment demanded by a Borrower, shall be either an assignment of all of the rights and
obligations of the assigning Lender under this Agreement or an assignment of a portion of such
rights and obligations made concurrently with another such assignment or other such assignments
that together cover all of the rights and obligations of the assigning Lender under this
Agreement), except that any such assignment of a Commitment by a Lender to another Lender that is
an Affiliate of such Lender need not be accompanied by an assignment of the same percentage of any
of the assigning Lender’s Advances and any such assignment of one or more Advances by a Lender to
another Lender that is an Affiliate of such Lender need not be accompanied by an assignment of the
same percentage the assigning Lender’s Commitment or any of the assigning Lenders other Advances,
(B) except in the case of an assignment to a Person that, immediately prior to such assignment, was
a Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, shall
in no event be less than $10,000,000, and (C) shall be evidenced by evidenced by an Assignment and



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Acceptance executed by each of the parties thereto and delivered to the Agent, for its acceptance and recordation
in the Register. No Lender shall be obligated to make any such assignment as a result of a demand
by a Borrower pursuant to this Section 8.07(a) unless and until such Lender shall have received one
or more payments from either the Borrowers or one or more Lender assignees therefrom in an
aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing
to such Lender, together with accrued interest thereon to the date of payment of such principal
amount and all other amounts payable to such Lender under this Agreement, (D) the parties to each
such assignment shall execute and deliver to the Agent, for its acceptance and recording in the
Register, an Assignment and Acceptance, together with any Notes subject to such assignment and (E)
the Lenders party to each such Assignment and Acceptance shall remit to the Agent a processing and
recordation fee of $3,500, which fee shall be payable by either the assigning Lender or the
assignee Lender. Upon such execution, delivery, acceptance and recording, from and after the
effective date specified in each Assignment and Acceptance, (1) the assignee thereunder shall be a
party hereto and, to the extent that rights and obligations hereunder have been assigned to it
pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder
and (2) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder
have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be
released from its obligations under this Agreement (and, in the case of an Assignment and
Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations
under this Agreement, such Lender shall cease to be a party hereto).



     (b) By executing and delivering an Assignment and Acceptance, the Lender assignor thereunder
and the assignee thereunder confirm to and agree with each other and the other parties hereto as
follows: (i) other than as provided in such Assignment and Acceptance, such assigning Lender makes
no representation or warranty and assumes no responsibility with respect to any statements,
warranties or representations made in or in connection with this Agreement or any of the other Loan
Documents or the execution, legality, validity, enforceability, genuineness or sufficiency or value
of this Agreement or any of the other Loan Documents or any other instrument or document furnished
pursuant hereto or thereto; (ii) such assigning Lender makes no representation or warranty and
assumes no responsibility with respect to the financial condition of any Borrower or the
performance or observance by any Borrower of any of its obligations under this Agreement or any of
the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto;
(iii) such assignee confirms that it has received a copy of this Agreement, together with copies of
the financial statements delivered to Agent in accordance with this Agreement and such other
documents and information as it has deemed appropriate to make its own credit analysis and decision
to enter into such Assignment and Acceptance; (iv) such assignee will, independently and without
reliance upon the Agent, such assigning Lender or any other Lender and based on such documents and
information as it shall deem appropriate at the time, continue to make its own credit decisions in
taking or not taking action under this Agreement; (v) such assignee appoints and authorizes the
Agent to take such action as agent on its behalf and to exercise such powers and discretion under
this Agreement and the other Loan Documents as are delegated to the Agent by the terms hereof and
thereof, together with such powers and discretion as are reasonably incidental thereto; and (vi)
such assignee agrees that it will perform in accordance with their terms all of the obligations
that by the terms of this Agreement are required to be performed by it as a Lender.



     (c) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and an
assignee in accordance with Section 8.07(a), together with any Note or Notes subject to such
assignment, the Agent shall, if such Assignment and Acceptance has been completed and is in
substantially the form of Exhibit B hereto, (i) accept such Assignment and Acceptance, (ii)
record the information contained therein in the Register and (iii) give prompt notice thereof to
each of the Borrowers.



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     (d) The Agent shall maintain at its address referred to in Section 8.02 a copy of each
Assignment and Acceptance delivered to and accepted by it and a register for the recordation of the
names and addresses of the Lenders and Commitments of, and principal amount of the Advances under
each Facility owing to, each Lender from time to time (the “Register”). The entries in the
Register shall be conclusive and binding for all purposes, absent manifest error, and each of the
Borrowers, the Agent and the Lenders may treat each Person whose name is recorded as a Lender in
the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be
available for inspection by each of the Borrowers or any Lender at any reasonable time and from
time to time upon reasonable prior notice.



     (e) Each Lender may upon not less than five Business Days’ notice to P&G sell participations
to one or more banks or other entities in or to all or a portion of its rights and obligations
under this Agreement (including, without limitation, all or a portion of its Commitments which may
be on a non-pro rata basis between the Facilities, the Advances owing to it and any Note or Notes
held by it); provided, however, that (i) such Lender’s obligations under this Agreement (including,
without limitation, its Commitment to each of the Borrowers hereunder) shall remain unchanged, (ii)
such Lender shall remain solely responsible to the other parties hereto for the performance of such
obligations, (iii) such Lender shall remain the holder of any such Note for all purposes of this
Agreement, (iv) each of the Borrowers, the Agent and the other Lenders shall continue to deal
solely and directly with such Lender in connection with such Lender’s rights and obligations under
this Agreement and (v) no participant under any such participation shall have any right to approve
any amendment or waiver of any provision of this Agreement or any other Loan Document, or any
consent to any departure by the Borrowers therefrom, except to the extent that such amendment,
waiver or consent would reduce the principal of, or interest on, the Advances or any fees or other
amounts payable hereunder, in each case to the extent subject to such participation, or postpone
any scheduled date for any payment of principal of, or interest on, the Advances or any fees or
other amounts payable hereunder, in each case to the extent subject to such participation. If any
Lender sells a participation as described in this Section 8.07(e), such Lender shall provide to the
Agent on behalf of the Borrowers, or maintain as agent of the Borrowers, the information described
in Section 8.07(d) with respect to such participation and shall permit each of the Borrowers to
review such information (to the extent permitted under applicable law) from time to time upon
request. Neither the sale of any such participation nor the holding of such a participation by any
participant shall increase any obligation of any Borrower under Section 2.11 or Section 2.14.



     (f) Any Lender may, in connection with any assignment or participation or proposed assignment
or proposed participation, disclose to the assignee or participant or proposed assignee or
participant any financial statements and related documents delivered to the Agent in accordance
with Section 4.01(e) or Section 5.01(d)(i); provided that, prior to any such disclosure, the
assignee or participant or proposed assignee or proposed participant shall agree to preserve the
confidentiality of any Confidential Information received by it in accordance with the terms of
Section 8.08.



     (g) Notwithstanding any other provision set forth in this Agreement, any Lender may at any
time create a security interest in all or any portion of its rights under this Agreement
(including, without limitation, the Advances owing to it and any Note or Notes held by it) in favor
of any Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the
Federal Reserve System.



     SECTION 8.08 Confidentiality.



     Neither the Agent nor any Lender shall disclose any Confidential Information to any other
Person without the consent of each of the Borrowers, other than (a) to the Agent’s or such Lender’s
Affiliates and their officers, directors, employees, agents and advisors and, as contemplated by
Section 8.07(f), to actual or prospective assignees and participants, and then only on a
confidential basis, (b) as required by any law, rule or regulation or judicial process and (c) as
requested or required by any state, federal or foreign



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authority or examiner regulating banks, banking or other financial institutions; provided,
that, with respect to clause (b) above, the Agent and each Lender agree to notify P&G promptly of
any such request for the disclosure of Confidential Information unless such notification is
prohibited by applicable law, rule or regulation or by judicial process.



     SECTION 8.09 Judgment Currency.



     (a) If for the purposes of obtaining judgment in any court it is necessary to convert a sum
due hereunder in Dollars or any Optional Currency into another currency, the parties hereto agree,
to the fullest extent that they may effectively do so, that the rate of exchange used shall be that
at which in accordance with normal banking procedures the Agent could purchase Dollars or such
Optional Currency, as the case may be, with such other currency at Citibank’s principal office in
London at 11:00 A.M. (London time) on the Business Day preceding that on which final judgment is
given.



     (b) The obligation of each Borrower in respect of any sum due from it in any currency (the
“Primary Currency”) to any Lender or the Agent hereunder shall, notwithstanding any
judgment in any other currency, be discharged only to the extent that on the Business Day following
receipt by such Lender or the Agent (as the case may be), of any sum adjudged to be so due in such
other currency, such Lender or the Agent (as the case may be) may in accordance with normal banking
procedures purchase the applicable Primary Currency with such other currency; if the amount of the
applicable Primary Currency so purchased is less than such sum due to such Lender or the Agent (as
the case may be) in the applicable Primary Currency, each Borrower agrees, as a separate obligation
and notwithstanding any such judgment, to indemnify such Lender or the Agent (as the case may be)
against such loss, and if the amount of the applicable Primary Currency so purchased exceeds such
sum due to any Lender or the Agent (as the case may be) in the applicable Primary Currency, such
Lender or the Agent (as the case may be) agrees to remit to such Borrower such excess.



     SECTION 8.10 Additional Borrowers; Assumption of Advances.



     (a) P&G may request upon not less than 10 Business Days’ notice to the Agent and each Lender,
that any of its Subsidiaries become party to this Agreement as an additional borrower (an
“Additional Borrower”), and additionally such Subsidiary or a Borrower may elect that all
or any portion of the Advances and other obligations of any Borrower under this Agreement and the
other Loan Documents shall be assumed by any other Borrower, in either case, by delivering to the
Agent a Borrower Accession Agreement, substantially in the form of Exhibit D (a “Borrower
Accession Agreement”), duly executed by P&G and such Subsidiary, together with a certificate of
an authorized representative of the Additional Borrower certifying the names and true signatures of
the other authorized representatives of the Additional Borrower authorized to sign the Borrower
Accession Agreement and the other documents to be delivered hereunder. Following the giving of any
notice pursuant to this Section 8.10(a), if the designation of such Additional Borrower obligates
the Administrative Agent or any Lender to comply with “know your customer” or similar
identification procedures in circumstances where the necessary information is not already available
to it, P&G shall, promptly upon the request of the Administrative Agent or any Lender, supply such
documentation and other evidence as is reasonably requested by the Administrative Agent or any
Lender in order for the Administrative Agent or such Lender to carry out and be satisfied it has
complied with the results of all necessary “know your customer” or other similar checks under all
applicable laws and regulations. Within thirty days following the execution and delivery of the
Borrower Accession Agreement by such Additional Borrower, such Additional Borrower shall deliver
certified resolutions (or the equivalent thereof) of the Board of Directors (or the appropriate
committee or authorized individual(s) thereof) of such Additional Borrower, approving the Borrower
Accession Agreement and the other documents to be delivered thereunder and all documents evidencing
other necessary corporate (or equivalent) action. If P&G shall designate as an Additional Borrower



-48-









 







hereunder any Subsidiaries not organized under the laws of the United States or any State
thereof, or if any Borrower is reincorporated in a different jurisdiction in which a Lender may be
restricted either legally or operationally from lending, any Lender may, with notice to the
Administrative Agent and P&G, fulfill its Commitment by causing an Affiliate of such Lender to act
as the Lender in respect of such Additional Borrower or Borrower as the case may be (and such
Lender shall, to the extent of Advances made to such Additional Borrower, be deemed for all
purposes hereof to have assigned the full amount of such Advances to such Affiliate in compliance
with the provisions of Section 8.07).



     (b) A Subsidiary in respect of which P&G has delivered a Borrower Accession Agreement to the
Agent shall become an Additional Borrower and, as such, shall have all of the rights and
obligations of a Borrower hereunder with respect to the Commitments specified to be made available
to such Additional Borrower, which shall be in a minimum amount of $500,000,000; provided, that no
Default shall have occurred and be continuing or would result from such joinder or assumption, as
applicable. Upon any assumption of all of the Advances and other obligations of any Borrower,
then, so long no Notice of Revolving Credit Borrowing or Notice of Competitive Bid Borrowing in
respect of such Borrower is outstanding at such time, such Borrower shall no longer be a party to
this Agreement.



     SECTION 8.11 Replacement of Lenders. If (i) any Lender requests any payment under
Section 2.11 or Section 2.14 or gives notice to any Borrower pursuant to Section 2.12, (ii) any
Lender is a Defaulting Lender, (iii) any Lender has been deemed insolvent or become the subject of
a bankruptcy or insolvency proceeding or (iv) any Lender fails to consent to an amendment,
modification or waiver of this Agreement that pursuant to the terms hereof requires consent of all
of the Lenders or all of the Lenders affected thereby (provided that (A) such amendment,
modification, waiver or currency request has been consented to by the Required Lenders and (B) all
such non-consenting Lenders are replaced on the same terms) the Borrowers may, upon notice to such
Lender and the Agent, replace such Lender by causing such Lender to assign its Commitments pursuant
to Section 8.07 to one or more other Persons procured by the Borrowers. The Borrowers shall (1)
pay in full all principal, accrued interest, accrued fees and other amounts owing to such Lender
through the date of replacement and (2) release such Lender from its obligations under the Loan
Documents. Any Lender being replaced shall execute and deliver an Assignment and Assumption with
respect to such Lender’s Commitments and outstanding Advances.



     SECTION 8.12 Governing Law.



     This Agreement shall be governed by, and construed in accordance with, the laws of the State
of New York.



     SECTION 8.13 Jurisdiction.



     (a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and
its property, to the nonexclusive jurisdiction of any New York State court or federal court of the
United States of America sitting in New York City, and any appellate court from any thereof, in any
action or proceeding arising out of or relating to this Agreement or any other Loan Document, or
for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably
and unconditionally agrees that all claims in respect of any such action or proceeding may be heard
and determined in any such New York State court or, to the extent permitted by law, in such federal
court. Each Borrower agrees that service of process in any such action or proceeding brought in
any such New York State court or in such federal court may be made upon CT Corporation System and
its offices at 111 Eighth Avenue, New York, New York 10011 (the “Process Agent”), and
hereby further agrees that any failure of the Process Agent to give any notice of any such service
to any Borrower shall not impair or affect the validity of such service or of any judgment rendered
in any action or proceeding based thereon. Each of the parties hereto agrees that a final judgment
in any such action or proceeding shall be conclusive and



-49-









 







may be enforced in other jurisdictions by suit on the judgment or in any other manner provided
by law. Nothing in this Agreement shall affect any right that any party may otherwise have to
bring any action or proceeding relating to this Agreement or any other Loan Document in the courts
of any jurisdiction.



     (b) Each of the parties hereto irrevocably and unconditionally waives, to the fullest extent
it may legally and effectively do so, any objection that it may now or hereafter have to the laying
of venue of any suit, action or proceeding arising out of or relating to this Agreement or any
other Loan Document in any New York State or federal court. Each of the parties hereto hereby
irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to
the maintenance of such action or proceeding in any such court.



     SECTION 8.14 Execution in Counterparts.



     This Agreement may be executed in any number of counterparts and by different parties hereto
in separate counterparts, each of which when so executed shall be deemed to be an original and all
of which taken together shall constitute one and the same agreement. Delivery of an executed
counterpart of a signature page to this Agreement by telecopier shall be effective as delivery of a
manually executed counterpart of this Agreement.



     SECTION 8.15 Waiver of Jury Trial.



     Each of the Borrowers, the Agent and the Lenders hereby irrevocably waives all right to trial
by jury in any action, proceeding or counterclaim (whether based on contract, tort or otherwise)
arising out of or relating to this Agreement or any of the other Loan Documents or the actions of
the Agent or any Lender in the negotiation, administration, performance or enforcement thereof.



     SECTION 8.16 Patriot Act.



     Each Lender hereby notifies each of the Borrowers that, pursuant to the requirements of the
USA Patriot Improvement and Reauthorization Act of 2005 (the “Act”), it is required to
obtain, verify and record information that identifies each Borrower, which information includes the
name and address of each Borrower and other information that will allow such Lender to identify
such Borrower in accordance with the Act.



-50-









 





     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their
respective officers or representatives thereunto duly authorized, as of the date first above
written.



	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	THE PROCTER & GAMBLE COMPANY, 

as a Borrower
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Title:
	 	 
	 
	 	 	 	 	 	 
	 

	 	Address:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	PROCTER & GAMBLE INTERNATIONAL 

S.A.R.L., as a Borrower
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Title:
	 	 
	 
	 	 	 	 	 	 
	 

	 	Address:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	PROCTER & GAMBLE HOLDING (HK) LIMITED, 

as a Borrower
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Title:
	 	 
	 
	 	 	 	 	 	 
	 

	 	Address:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 

	 	 






 









 






	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	PROCTER & GAMBLE INTERNATIONAL 

OPERATIONS S.A., as a Borrower
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Title:
	 	 
	 
	 	 	 	 	 	 
	 

	 	Address:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	CITIBANK, N.A., as Sole Lead Arranger and 

Administrative Agent
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Title:
	 	 
	 
	 	 	 	 	 	 
	 	 	JPMORGAN CHASE BANK, N.A., 

as Syndication Agent
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Title:
	 	 
	 
	 	 	 	 	 	 
	 	 	DEUTSCHE BANK AG, NEW YORK BRANCH, 

as Co-Documentation Agent
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Title:
	 	 
	 
	 	 	 	 	 	 
	 	 	ABN AMRO BANK N.V., 
as Co-Documentation Agent
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Title:
	 	 






 









 






	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	HSBC BANK USA, NATIONAL ASSOCIATION, 

as Co-Documentation Agent
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Title:
	 	 







 









 








SCHEDULE I

CREDIT AGREEMENT

APPLICABLE LENDING OFFICES




	 	 	 	 	 
	Name of Lender	 	Domestic Lending Office	 	Eurocurrency Lending Office
	 
	 	 	 	 
	ABN AMRO Bank N.V.
	 	250 Bishopsgate	 	250 Bishopsgate
	 
	 	London	 	London
	 
	 	EC2M 4AA	 	EC2M 4AA
	 
	 	Attn: David French	 	Attn: David French
	 
	 	T: 00 44 (0) 207 678 0204	 	T: 00 44 (0) 207 678 0204
	 
	 	F: 00 44 (0) 207 678 8604	 	F: 00 44 (0) 207 678 8604
	 
	 	 	 	 
	Citibank, N.A.
	 	Two Penns Way	 	Two Penns Way
	 
	 	New Castle, DE  19720	 	New Castle, DE  19720
	 
	 	Attn:  Bank Loan Syndications	 	Attn:  Bank Loan Syndications
	 
	 	T:  302 894-6016	 	T:  302 894-6016
	 
	 	F:  212 994-0961	 	F:  212 994-0961
	 
	 	 	 	 
	Deutsche Bank AG New
	 	60 Wall Street	 	60 Wall Street
	York Branch
	 	New York, NY 10005	 	New York, NY 10005
	 
	 	Attn: Joe Cusmai	 	Attn: Joe Cusmai
	 
	 	T: 201-593-2202	 	T: 201-593-2202
	 
	 	F: 212-593-2313	 	F: 212-593-2313
	 
	 	 	 	 
	Goldman Sachs Credit
	 	30 Hudson Street, 17th Floor	 	30 Hudson Street, 17th Floor
	Partners L.P.
	 	Jersey City, NJ 07302	 	Jersey City, NJ 07302
	 
	 	Attn: Phillip Green	 	Attn: Phillip Green
	 
	 	T:  212 357-7570	 	T:  212 357-7570
	 
	 	F:  212 357-4597	 	F:  212 357-4597
	 
	 	 	 	 
	HSBC Bank USA, National
	 	452 Fifth Avenue, 5th Floor	 	452 Fifth Avenue, 5th Floor
	Association
	 	New York, NY  10018	 	New York, NY  10018
	 
	 	Attn: Donna Riley	 	Attn: Donna Riley
	 
	 	T: 716 841-4178	 	T: 716 841-4178
	 
	 	F: 716 841-0269	 	F: 716 841-0269
	 
	 	 	 	 
	JPMorgan Chase Bank, N.A.
	 	1111 Fannin Street, 10th Floor	 	1111 Fannin Street, 10th Floor
	 
	 	Houston, TX  77002	 	Houston, TX  77002
	 
	 	Attn:  Cherry Arnaez	 	Attn:  Cherry Arnaez
	 
	 	T:  713 750-2789	 	T:  713 750-2789
	 
	 	F:  713 750-2782	 	F:  713 750-2782
	 
	 	 	 	 
	Merrill Lynch Bank USA
	 	Merrill Lynch Capital	 	Merrill Lynch Capital
	 
	 	4 World Financial Center	 	4 World Financial Center
	 
	 	22nd Floor	 	22nd Floor
	 
	 	New York, NY 10080	 	New York, NY 10080
	 
	 	Attn:  Gillian Prince	 	Attn:  Gillian Prince
	 
	 	T:  212-449-7839	 	T:  212-449-7839
	 
	 	F:  212-449-9435	 	F:  212-449-9435
	 
	 	 	 	 
	Merrill Lynch Capital
	 	Merrill Lynch Capital	 	Merrill Lynch Capital
	Corporation
	 	4 World Financial Center	 	4 World Financial Center
	 
	 	22nd Floor	 	22nd Floor
	 
	 	New York, NY 10080	 	New York, NY 10080
	 
	 	Attn:  Gillian Prince	 	Attn:  Gillian Prince
	 
	 	T:  212-449-7839	 	T:  212-449-7839
	 
	 	F:  212-449-9435	 	F:  212-449-9435







 









 






	 	 	 	 	 
	Name of Lender	 	Domestic Lending Office	 	Eurocurrency Lending Office
	 
	 	 	 	 
	Morgan Stanley Senior
	 	1585 Broadway	 	1585 Broadway
	Funding, Inc.
	 	New York, NY  10036	 	New York, NY  10036
	 
	 	Attn:  Larry Benison	 	Attn:  Larry Benison
	 
	 	T:  718 754-7299	 	T:  718 754-7299
	 
	 	F:  718 754-7249	 	F:  718 754-7249
	 
	 	 	 	 
	Morgan Stanley Bank
	 	2500 Lake Park Blvd.	 	2500 Lake Park Blvd.
	 
	 	Suite 300C	 	Suite 300C
	 
	 	West Valley City, UT  84120	 	West Valley City, UT  84120
	 
	 	Attn:  Larry Benison	 	Attn:  Larry Benison
	 
	 	T:  718 754-7299	 	T:  718 754-7299
	 
	 	F:  718 754-7249	 	F:  718 754-7249
	 
	 	 	 	 
	Morgan Stanley Senior
	 	1585 Broadway	 	1585 Broadway
	Funding, Inc.
	 	New York, NY  10036	 	New York, NY  10036
	 
	 	Attn:  Larry Benison	 	Attn:  Larry Benison
	 
	 	T:  718 754-7299	 	T:  718 754-7299
	 
	 	F:  718 754-7249	 	F:  718 754-7249
	 
	 	 	 	 
	Goldman Sachs Credit
	 	85 Broad Street	 	c/o Goldman Sachs International
	Partners L.P.
	 	New York, NY  10004	 	Petershill
	 
	 	 	 	1 Carter Lane
	 
	 	 	 	London EC4V 5ER
	 
	 	 	 	England







 









 






SCHEDULE II

CREDIT AGREEMENT

COMMITMENTS




	 	 	 	 	 
	Name of Lender	 	Commitment
	 
	 	 	 	 
	Citibank, N.A.
	 	 	2,850,000,000	 
	ABN AMRO Bank N.V.
	 	 	2,800,000,000	 
	Deutsche Bank AG New York Branch
	 	 	2,000,000,000	 
	JPMorgan Chase Bank, N.A.
	 	 	2,000,000,000	 
	Merrill Lynch Bank USA
	 	 	850,000,000	 
	Merrill Lynch Capital Corp.
	 	 	1,150,000,000	 
	Goldman Sachs Credit Partners L.P.
	 	 	1,350,000,000	 
	HSBC Bank USA, National Association
	 	 	2,000,000,000	 
	Morgan Stanley Senior Funding, Inc.
	 	 	2,000,000,000