Exhibit 10-3 - 10-Q JAS 2006


    
      
        
          

             

            U.S.
              $24,000,000,000

             

            REVOLVING
              CREDIT AGREEMENT

             

            Dated
              as
              of July 27, 2005

             

            among

             

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

             

            THE
              ADDITIONAL BORROWERS (AS DEFINED HEREIN)

             

            as
              the
              Borrowers

             

            and

             

            THE
              LENDERS PARTY HERETO

             

            as
              Lenders

             

            and

             

            CITIBANK,
              N.A.

             

            as
              Administrative Agent

             

            and

             

            CITIGROUP
              GLOBAL MARKETS INC.

             

            as
              Sole
              Lead Arranger and Sole Book Runner

             

            and

             

            JPMORGAN
              CHASE BANK, N.A.

             

            as
              Syndication Agent

             

            and

             

            ABN
              AMRO BANK N.V. AND DEUTSCHE BANK SECURITIES INC.

             

            as
              co-Documentation Agents

            



             

            TABLE
              OF CONTENTS

             

            Page

             

            
              	
                      ARTICLE
                        I

                    	
                      DEFINITIONS
                        AND ACCOUNTING TERMS

                    	 


            

             

            SECTION
              1.01    Certain
              Defined Terms

             

            SECTION
              1.02    Computation
              of Time Periods

             

            SECTION
              1.03    Accounting
              Terms

             

            
              	
                      ARTICLE
                        II 

                    	 AMOUNTS AND TERMS OF THE ADVANCES


            

             

            SECTION
              2.01    The
              Revolving Credit Advances

             

            SECTION
              2.02    Making
              the Revolving Credit Advances

             

            SECTION
              2.03    Competitive
              Bid Facility

             

            SECTION
              2.04    Facility
              Fee

             

            SECTION
              2.05    Termination
              or Reduction of the Commitments

             

            SECTION
              2.06    Repayment
              of Advances

             

            SECTION
              2.07    Interest
              on Revolving Credit Advances

             

            SECTION
              2.08    Interest
              Rate Determination

             

            SECTION
              2.09    Optional
              Conversion of Advances

             

            SECTION
              2.10    Prepayments

             

            SECTION
              2.11    Increased
              Costs

             

            SECTION
              2.12    Illegality

             

            SECTION
              2.13    Payments
              and Computations

             

            SECTION
              2.14    Taxes

             

            SECTION
              2.15    Sharing
              of Payments, Etc

             

            SECTION
              2.16    Use
              of
              Proceeds

             

            SECTION
              2.17    Evidence
              of Debt

             

            SECTION
              2.18    Call
              Right of Affiliates

             

            
              	
                      ARTICLE
                        III

                    	
                      CONDITIONS
                        TO EFFECTIVENESS AND LENDING

                    	 


            

             

            SECTION
              3.01    Conditions
              Precedent to Initial Borrowing

             

            SECTION
              3.02    Conditions
              Precedent to Each Borrowing

             

            SECTION
              3.03    Determinations
              Under Section 3.01

             

            
              	
                      ARTICLE
                        IV

                    	
                      REPRESENTATIONS
                        AND WARRANTIES

                    	 


            

             

            SECTION
              4.01    Representations
              and Warranties of the Borrowers

             

            
              	
                      ARTICLE
                        V

                    	
                      COVENANTS
                        OF THE BORROWERS

                    	 


            

             

            SECTION
              5.01    Affirmative
              Covenants

             

            SECTION
              5.02    Negative
              Covenants

             

            
              	
                      ARTICLE
                        VI

                    	
                      EVENTS
                        OF DEFAULT

                    	 


            

             

            SECTION
              6.01    Events
              of
              Default

             

            SECTION
              6.02    Remedies

             

            
              	
                      ARTICLE
                        VII

                    	
                      THE
                        AGENT

                    	 


            

             

            SECTION
              7.01    Authorization
              and Action

             

            SECTION
              7.02    Agent’s
              Reliance, Etc

             

            SECTION
              7.03    Citibank
              and
              Affiliates

             

            SECTION
              7.04    Lender
              Credit Decision

             

            SECTION
              7.05    Indemnification

             

            SECTION
              7.06    Successor
              Agent

             

            SECTION
              7.07    Sub-Agent

             

            SECTION
              7.08    Other
              Agents

             

            
              	
                      ARTICLE
                        VIII

                    	
                      MISCELLANEOUS

                    	 


            

             

            SECTION
              8.01    Amendments,
              Etc

             

            SECTION
              8.02    Notices,
              Etc

             

            SECTION
              8.03    No
              Waiver;
              Remedies

             

            SECTION
              8.04    Costs
              and
              Expenses

             

            SECTION
              8.05    Right
              of
              Set-off

             

            SECTION
              8.06    Binding
              Effect

             

            SECTION
              8.07    Assignments
              and Participations

             

            SECTION
              8.08    Confidentiality

             

            SECTION
              8.09    Judgment
              Currency

             

            SECTION
              8.10    Additional
              Borrowers; Assumption of Advances

             

            SECTION
              8.11    Governing
              Law

             

            SECTION
              8.12    Jurisdiction

             

            SECTION
              8.13    Execution
              in Counterparts

             

            SECTION
              8.14    Waiver
              of
              Jury Trial

             

            SECTION
              8.15    Patriot
              Act

            


             

            Schedules

             

            
              	
                      Schedule
                        I

                    	
                      -

                    	
                      List
                        of Applicable Lending Offices

                    


            


            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            


             

            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 Pledge Agreement

                    


            

            
              	
                      Exhibit
                        F

                    	
                      -

                    	
                      Form
                        of Guaranty Agreement

                    


            

            
              	
                      Exhibit
                        G

                    	
                      -

                    	
                      Form
                        of Registration Rights Agreement

                    


            

            
              	
                      Exhibit
                        H

                    	
                      -

                    	
                      Form
                        of Section 2.14 Certificate

                    


            

            
              	
                      Exhibit
                        I-1

                    	
                      -

                    	
                      Form
                        of Revolving Credit Note

                    


            

            
              	
                      Exhibit
                        I-2

                    	
                      -

                    	
                      Form
                        of Competitive Bid Note

                    


            

            


            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            


            $24,000,000,000

            REVOLVING
              CREDIT AGREEMENT

            


            Dated
              as
              of July 27, 2005

             

            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”
and,
              together with the Additional Borrowers (as hereinafter defined), collectively,
              the “Borrowers”),
              the
              LENDERS PARTY HERETO, CITIBANK, N.A., as administrative agent for such
              Lenders
              (together with any successor thereto appointed pursuant to Article VII, 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, 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 8.15.

             

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

             

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

             

                “Affiliate
              Guaranteed Borrower”
means
              any Additional Borrower as to which a Guaranty Agreement by any Borrower
              or any
              Affiliate thereof is delivered in accordance with
              Section 8.10(a)(iv).

             

                “Agent’s
              Account”
means
              (a) the account of the Agent maintained thereby at Citibank, N.A., at its
              office at Two Penns Way, New Castle, Delaware 19720, Account No. ________,
              Attention: Bank Loan Syndications, (b) in the case of Advances denominated
              in Euros, 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.

             

                “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.

             

                “Assignment
              and Acceptance”
means
              an assignment and acceptance entered into by a Lender and any Person
              and
              approved by the Initial Borrower and the Agent, in substantially the
              form of
Exhibit
              B
              hereto.

             

                “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 Euros, on which the Trans-European
              Automated Real-Time Gross Settlement Express Transfer (TARGET) System
              is
              open).

             

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

             

                “Collateral”
has
              the
              meaning specified in Section 1 of the Pledge Agreement

             

                “Commitment”
means,
              with respect to each Lender, the amount set forth opposite such Lender’s name on
              the signature pages hereof or, if such Lender has entered into any
              Assignment
              and Acceptance, 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.

             

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

             

                “Company”
means
              The Procter & Gamble Company, an Ohio corporation of which the Initial
              Borrower is, as of the Closing Date, a wholly-owned Subsidiary.

             

                “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 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 the Company or any Loan Party 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 any of the Loan Parties,
              the
              Company or any of their Affiliates or any of their respective
              advisors.

             

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

             

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

             

                “Convert”,
              “Conversion”
and
              “Converted”
each
              refers to a conversion of Advances of one Type into Advances 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 created or arising under any conditional
              sale or other title retention agreement with respect to property acquired
              by
              such Person (even though the rights and remedies of the seller or lender
              under
              such agreement in the event of default are limited to repossession
              or sale of
              such property), (e) all obligations of such Person as lessee under leases
              that have been or should be, in accordance with GAAP, recorded as capital
              leases, (f) all non-contingent obligations to reimburse any Person in
              respect of any amounts paid under acceptances, letters of credit or
              similar
              extensions of credit, (g) all obligations of such Person in respect of
              Hedge Agreements, (h) all Debt of others referred to in clauses (a)
              through (g) above or clause (i) 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 (i) all Debt referred to in clauses (a)
              through (h) 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.

             

                “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.

             

                “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.

             

                “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”
in
              Dollars of Euros on any date means the equivalent in Dollars of Euros
              determined
              by using the quoted spot rate at which the Sub-Agent’s principal office in
              London offers to exchange Dollars for Euros 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
              the
“Equivalent” in Euros of Dollars means the equivalent in Euros of Dollars
              determined by using the quoted spot rate at which the Sub-Agent’s principal
              office in London offers to exchange Euros 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.

             

                “EURIBO
              Rate”
means,
              for any Interest Period, the rate per annum (rounded upward to the
              nearest whole
              multiple of 1/100 of 1% per annum, if such average is not such a multiple)
              appearing on Page 248 of the Moneyline Telerate Service (or on any
              successor or substitute page) as the London interbank offered rate
              for deposits
              in Euro at approximately 11:00 A.M. (London time) on the Business Day
              immediately preceding the commencement 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 1/100 of
              1% per annum, if such average is not such a multiple) of the respective
              rates
              per annum at which deposits in Euros are 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, subject, however, to the provisions of
              Section 2.08.

             

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

             

                “Eurocurrency
              Liabilities”
has
              the
              meaning assigned to that term in Regulation D of the Board of Governors
              of the
              Federal Reserve System, as in effect from time to time.

             

                “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, (a) in the case of any Advance denominated in Dollars,
              the rate per annum (rounded upward to the nearest whole multiple of
              1/100 of 1%
              per annum) appearing on Moneyline Telerate Markets Page 3750 (or on any
              successor or substitute page) as the London interbank offered rate
              for deposits
              in Dollars 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 1/100 of
              1% per annum, if such average is not such a multiple) of the rate per
              annum at
              which deposits in Dollars 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 or, (b) in the case of any Advance denominated in Euros,
              the EURIBO Rate. If the Moneyline Telerate Markets Page 3750 (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 either Optional Currency that
              bears
              interest as provided in Section 2.07(a)(ii) or a Competitive Bid Advance
              denominated in either 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
              Agent”
means
              Merrill Lynch Capital Corporation, in its capacity as agent under the
              Existing
              Credit Agreement.

             

                “Existing
              Credit Agreement”
means
              the Bridge Credit Agreement dated as of January 28, 2005 between the
              Initial Borrower and the Existing Agent, as amended, supplemented and
              otherwise
              modified by the First Amendment to Bridge Credit Agreement and Pledge
              Agreement
              dated as of April 14, 2005, the Second Amendment to Bridge Credit Agreement
              dated as of May 4, 2005 and the Third Amendment to Bridge Credit Agreement
              dated as of May 17, 2005.

             

                “Existing
              Pledge Agreement”
means
              the Pledge Agreement dated as of March 28, 2005 by the Initial Borrower in
              favor of the Existing Agent, as amended, supplemented and otherwise
              modified by
              the First Amendment to Bridge Credit Agreement and Pledge Agreement
              dated as of
              April 14, 2005 and the Third Amendment to Bridge Credit Agreement dated as
              of May 17, 2005.

             

                “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 either Optional Currency that
              bears
              interest as provided in Section 2.03(a)(i).

             

                “GAAP”
has
              the
              meaning specified in Section 1.03.

             

                “Guarantor”
means,
              with respect to any Affiliate Guaranteed Borrower, the Borrower or
              the Affiliate
              of a Borrower that has guaranteed the obligations of such Affiliate
              Guaranteed
              Borrower under a Guaranty Agreement delivered in accordance with Section
              8.10(a)(iv).

             

                “Guaranty
              Agreement”
means
              a
              guaranty agreement, in substantially the form of Exhibit
              F
              hereto,
              made by the Initial Borrower or a Related Party in favor of the Agent
              and the
              Lenders.

             

                “Hedge
              Agreements”
means
              interest rate swap, cap or collar agreements, interest rate future
              or option
              contracts, currency swap agreements, currency future or option contracts
              and
              other similar agreements.

             

                “Included
              Subsidiaries”
means
              with respect to any Loan Party, the Subsidiaries of such Loan Parties
              that such
              Loan Party elects to include in the Consolidated financial statements
              of such
              Loan Party most recently delivered to the Agent pursuant to Section
              4.01(e),
              5.01(d)(i) or 5.01(d)(ii).

             

                “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 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 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, each Borrower Accession
              Agreement, the Registration Rights Agreement, each Guaranty Agreement
              and the
              Pledge Agreement.

             

                “Loan
              Parties”
means,
              collectively, at any time, the Borrowers and the Guarantors at such
              time.

             

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

             

                “Material
              Adverse Effect”
means
              a
              material adverse effect on (a) the financial condition or results of
              operations of the Loan Parties and their 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 Loan Parties to perform their
              obligations under the Loan Document.

             

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

             

                “Moody’s”
means
              Moody’s Investors Service, Inc.

             

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

             

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

             

                “Note”
means
              a
              Revolving Credit 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).

             

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

             

                “Optional
              Currency”
means
              Dollars or Euros, as context may require.

             

                “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, 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)  licenses
              and other arrangements for the use of software and other intellectual
              property
              by such Person;

             

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

             

                    (h)  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;

             

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

             

                    (j)  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; and

             

                    (k)  customary
              rights of set-off upon deposits of cash arising as a matter of law
              in favor of
              banks, other depository institutions, brokers and other securities
              intermediaries in which such cash is maintained in the ordinary course
              of
              business.

             

                “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).

             

                “Pledge
              Agreement”
means
              the pledge agreement, in substantially the form of Exhibit
              E
              hereto,
              by the Initial Borrower in favor of the Agent.

             

                “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, any Subsidiary of
              any
              Borrower, or any Guarantor 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 the Intial Borrower or the applicable
              Loan
              Party, is not of material importance to the total business conducted
              by the Loan
              Parties and their Subsidiaries, considered as a whole.

             

                “Process
              Agent”
has
              the
              meaning specified in Section 8.12.

             

             

                “Pro
              Rata Share”
of
              any
              amount means, with respect to any Lender at any time, the product of
              (a) a
              fraction the numerator of which is the amount of such Lender’s Unused Commitment
              at such time and the denominator of which is the aggregate Unused Commitments
              of
              all Lenders at such time and (b) such amount.

             

                “Reference
              Banks”
means
              (a) in the case of any Revolving Credit Borrowing, Citibank, N.A. and
              [  ] 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).

             

                “Registration
              Rights Agreement”
means
              a
              registration rights agreement, in substantially the form of Exhibit G
              hereto,
              between the Company and the Company and the Agent.

             

                “Related
              Party”
means
              a
              Person (a) a majority of whose voting common equity is owned directly or
              indirectly by, or is under common control with, the Initial Borrower,
              and that
              includes the name “Procter & Gamble” or “P&G” in its legal name or
              commonly used trade names, or (b) that directly or indirectly owns
              a majority of
              the voting common equity in the Initial Borrower and includes the name
“Procter
& Gamble” or “P&G” in its legal name or commonly used trade
              names.

             

                “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 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
              an advance by a Lender to a Borrower as part of a Revolving Credit
              Borrowing and
              refers to a Base Rate Advance or a Eurocurrency Rate Advance.

             

                “Revolving
              Credit Borrowing”
means
              a
              Borrowing consisting of simultaneous Revolving Credit Advances of the
              same Type
              made by each of the Lenders pursuant to Section 2.01.

             

                “Revolving
              Credit Note”
has
              the
              meaning specified in Section 2.17(a).

             

                “S&P”
means
              Standard & Poor’s, a division of The McGraw-Hill Companies,
              Inc.

             

                “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 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) July 27, 2008 and (b) the date of termination
              in whole of the aggregate Commitments pursuant to Section 2.05 or
              6.02.

             

                “Transaction”
means
              the Company’s acquisition of The Gillette Company as announced in the Company’s
              press release dated January 28, 2005 filed on Form 8-K with the United
              States
              Securities and Exchange Commission.

             

                “Transaction
              Termination Date”
means
              the date of any public announcement by the Company that the Transaction
              has
              expired or has been terminated.

             

                “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”
in
              Section 1.01.

             

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

             

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

             

            (ii)  the
              product of (x) a fraction the numerator of which is the difference between
              the amount of such Lender’s Commitment at such time minus
              the
              aggregate principal amount of the Revolving Credit Loans held by such
              Lender at
              such time and the denominator of which is the difference between the
              aggregate
              Commitments of all Lenders at such time minus
              the
              aggregate principal amount of the Revolving Credit Loans made by the
              Lenders and
              outstanding at such time and (y) the aggregate principal amount of
              Competitive
              Bid Advances made by the Lenders and outstanding at such time.

             

                “Utilization
              Fee”
means,
              as of any date that the sum of the aggregate principal amount of the
              Advances
              (other than Competitive Bid Advances) outstanding exceeds 50% of the
              aggregate
              Commitments, 0.015% per annum.

             

                “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.

             

                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 referred to
              in
              Section 4.01(e) (“GAAP”).

             

             

            ARTICLE
              II   

             

            AMOUNTS
              AND TERMS OF THE ADVANCES

             

                SECTION
              2.01    The
              Revolving Credit Advances.

             

                Each
              Lender
              severally agrees, on the terms and conditions hereinafter set forth,
              to make
              Revolving Credit 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 Euros 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 Commitment at such time. Each Borrowing shall be in a
              minimum amount of $10,000,000, in respect of Revolving Credit Advances
              denominated in Dollars, or (euro)10,000,000, in respect of Revolving
              Credit
              Advances denominated in Euros (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 Revolving Credit Borrowing), and shall
              consist of
              Revolving Credit Advances of the same Type made on the same day by
              the Lenders
              ratably according to their respective Commitments; provided
              that
              such minimum amount shall not apply with respect to any Revolving Credit
              Advances made in accordance with the provisions of Section 2.04(a)(ii) or
              Section 2.07(c). Within the limits of each Lender’s Commitment, each
              Borrower may borrow under this Section 2.01, prepay pursuant to
              Section 2.10 and reborrow under this Section 2.01.

             

                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 Euros,
              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 Euros, 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, shall be in substantially
              the form
              of Exhibit A-1
              hereto,
              specifying therein the requested (A) date of such Revolving Credit
              Borrowing, (B) Type and Optional Currency of Revolving Credit Advances
              comprising such Revolving Credit Borrowing, (C) aggregate amount of such
              Revolving Credit Borrowing, (D) in the case of a Revolving Credit Borrowing
              consisting of Eurocurrency Rate Advances, the initial Interest Period
              for each
              such Revolving Credit Advance, (E) the account to which the proceeds of the
              requested Revolving Credit Borrowing are to be transferred and (F) whether
              the proceeds of such Revolving Credit Borrowing will be used 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). 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 date 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 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 Commitment 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 Commitments 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 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 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) 360 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, (H) whether
the proceeds of such Competitive Bid Borrowing will be used 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) and (I) 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 Euros, 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 Euros.
              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.

             

            (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
              Commitment, if any), 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 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 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, in respect of Revolving Credit Advances denominated in
              Dollars, or
              (euro)10,000,000, in respect of Revolving Credit Advances denominated
              in Euros
              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
              I-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
              Fee.

             

             (a) 
              The Initial Borrower agrees to pay to the Agent for the account of
              each Lender a
              facility fee in Dollars on the aggregate amount of such Lender’s Commitment,
              from the Closing 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 the case of each other Lender until the Termination Date,
              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, commencing September 30,
              2005, and on the Termination Date.

             

            (b)  Unless
              the Initial Borrower 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, commencing September 30, 2005,
              and the Termination Date, that it will pay, in cash, the Facility Fee
              that is
              due and payable by it on such date, the Lenders will be deemed to have
              made
              Revolving Credit Advances on such date in an amount equal to the Facility
              Fee
              that would otherwise be due and payable on such date, which Revolving
              Credit
              Advances shall, unless the Initial Borrower has otherwise notified
              the Agent in
              writing on or before such Business Day, be a Eurocurrency Rate Advance
              denominated in Dollars having an initial Interest Period of one month.
              Each
              Revolving Credit Advance made pursuant to this Section 2.04(a)(ii) shall be
              deemed (A) to have made pursuant to the Commitments and shall be subject to
              the limitation that the aggregate outstanding principal amount of the
              Revolving
              Credit Advances may at no time exceed the Commitments then in effect
              and
              (B) not to have been used 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).

             

                SECTION
              2.05    Termination
              or Reduction of the Commitments.

             

             (a) 
              Optional.
              The
              Initial Borrower shall have the right, upon at least three Business
              Days’ notice
              to the Agent, to terminate in whole or reduce ratably in part the Unused
              Commitments of the Lenders, provided
              that
              each partial reduction shall be in the aggregate amount of $10,000,000.
              

             

            (b) 
              Mandatory.
              (i) The
              Commitments shall automatically terminate on the Termination Date.

             

            (ii)  In
              the
              event the Transaction Termination Date occurs, the Commitments shall
              be reduced
              to zero on the date which is 30 Business Days after the Transaction
              Termination
              Date.

             

            (iii)  The
              Commitments shall be automatically reduced on each date on which the
              prepayment
              of Advances is required to be made pursuant to Section 2.10(b)(iii) by an
              amount equal to 75% of the amount of the net cash proceeds received
              by the
              Borrowers from any issuance of any publicly traded bonds, debentures,
              or similar
              debt securities described in such Section 2.10(b)(iii).

             

                SECTION
              2.06    Repayment
              of Advances.

             

             (a)  
              Revolving
              Credit Advances.
              Each
              Borrower shall repay to the Agent for the ratable account of the Lenders
              on the
              Termination Date the aggregate principal amount of all Revolving Credit
              Advances
              made 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.

             

             (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 (x) the Base Rate in effect from
              time to time plus (y) the Applicable Margin in effect from time to time
              plus (z) the Utilization Fee, if any, in effect from time to time, 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 (x) the Eurocurrency Rate for such Interest Period for such
              Advance plus (y) the Applicable Margin in effect from time to time plus
              (z) the Utilization Fee, if any, in effect from time to time, 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.
              Anything contained in this Agreement to the contrary notwithstanding,
              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 any
              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,
              including any applicable Utilization Fee, 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 Revolving Credit Advances on such
              Interest
              Payment Date or prepayment date, as applicable, in an amount equal
              to the
              aggregate amount of interest, including any applicable Utilization
              Fee, that
              would otherwise be due and payable on such date, which Revolving Credit
              Advance
              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 (including any applicable Utilization
              Fee) 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. Each Revolving
              Credit Advance made pursuant to this Section 2.07(c) shall be deemed
              (A) to have been made pursuant to the Commitments and shall be subject
              to
              the limitation that the aggregate outstanding principal amount of the
              Advances
              may at no time exceed the Commitments then in effect, and (B) to have been
              used 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)
              if the related Reference Advance was used for the purpose of purchasing
              or
              carrying margin stock.

             

                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 (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 Euros 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, in respect of Advances denominated
              in
              Dollars, or (euro)10,000,000, in respect of Advances denominated in
              Euros, 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 Euros, 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 Euros, 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
              Moneyline Telerate Markets Page 3750, or, with respect to Eurocurrency Rate
              Advances denominated in Euros, the Page 248 of the Moneyline Telerate
              Service, 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 Euros, 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 of one Type made to it 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) the Dollar denominated
              Advances to be Converted, and (iii) 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
              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 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
              $10,000,000, in respect of each prepayment of Advances denominated
              in Dollars,
              or (euro)10,000,000, in respect of each prepayment of Advances denominated
              in
              Euros, and in an integral multiples of $1,000,000 or (euro)1,000,000,
              as
              applicable, in excess 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). Notwithstanding
              anything in the previous sentence to the contrary, 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 the Initial Borrower 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 Euros then
              outstanding
              exceeds 110% of the aggregate Commitments of the Lenders on such date,
              one or
              more of the Borrowers (as determined by the Initial Borrower) 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 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, together with any interest
              accrued to
              the date of such prepayment on the aggregate principal amount of Advances
              prepaid; 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, each of the Borrowers shall repay the outstanding Advances
              by an
              amount equal to the excess of the outstanding principal amount of the
              Advances
              over the aggregate Commitments after giving effect to any reduction
              of the
              Commitments pursuant to Section 2.05 on the immediately preceding Business
              Day.

             

            (iii)  Each
              Borrower shall prepay an aggregate principal amount of the Advances
              comprising
              part of the same Borrowing in an amount equal to 75% of the amount
              of net cash
              proceeds received by such Borrower from each issuance in the U.S. or
              European
              capital markets of publicly traded bonds, debentures, or similar debt
              securities
              having a maturity in excess of one year.

             

                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) and (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 the
              applicable Borrower 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 such Borrower and which are
              subject to
              similar provisions, submitted to such Borrower 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),
              the
              applicable Borrower 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 such Borrower and which are subject to similar provisions,
              submitted
              to such Borrower 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.

             

            (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. 

             

                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 Euros or to fund or maintain Eurocurrency Rate
              Advances
              in Dollars or Euros 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 Euros, 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,
              with respect to principal of, interest on, and other amounts relating
              to,
              Advances denominated in Dollars, irrespective of any right of counterclaim
              or
              set-off, not later than 11:00 A.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 Euros, not later than 11:00 A.M. (London time) on the day
              when due in Euros 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 its acceptance of an Assignment and Acceptance and
              recording of
              the information contained therein in the Register pursuant to
              Section 8.07(c), from and after the effective date specified in such
              Assignment and Acceptance, 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 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 Euros.

             

                SECTION
              2.14    Taxes.

             

                    (a)  Each
              Borrower shall only be required to pay or reimburse any Lender or the
              Agent for
              present or future taxes, levies, imposts, deductions, charges or withholdings
              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
              H
              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
              clause (i), (ii), this clause (iii), (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, “beneficial
              owners”),
              the
              documents that would be required by clause (i), (ii), (iii), (iv),
              this clause
              (v) 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) of Section 2.14(c) are otherwise determined to be
              unnecessary (all such determinations under this clause (v) of
              Section 2.14(c) to be made in the sole discretion of the Initial Borrower);
              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 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 upon 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 if each such Person were
              Lender.

             

            In
              addition, each Lender or the Agent, shall provide any requesting Borrower
              with
              such other forms, certificates and documentation that such Lender or
              the Agent
              is legally entitled to furnish 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
              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 at the time such Lender
              becomes a party to this Agreement 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, 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
              at the
              time such Lender becomes a party to this Agreement 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 treated as Non-Excluded Taxes
              solely for
              the periods governed by such form. If,
              however, on the date a Lender assigns all or a portion of its commitments
              under
              this Agreement to an Affiliate thereof, 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 treated as 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
              the Initial Borrower 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)  For
              any
              period with respect to which any Lender or the Agent has failed to
              provide the
              Initial Borrower with the duly completed forms, certificates or other
              documents
              described in Section 2.14(c) or any successor thereto (other than if such
              failure is due to such Lender or the Agent, as the case may be, not
              being
              legally entitled to provide any such form, certificate or other document
              or if
              it is legally inadvisable for such Lender or the Agent, as the case
              may be, to
              deliver such form, certificate or other document), such Lender or the
              Agent
              shall not be entitled to the payment of any additional amounts pursuant
              to
              Section 2.14(a) or to indemnification under Section 2.14(b) with
              respect to Non-Excluded Taxes by reason of such failure, and such Taxes
              shall be
              considered Excluded Taxes; provided,
              however,
              that
              should any Lender or the Agent become subject to Non-Excluded 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 Non-Excluded
              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 the Initial Borrower may
              cause such Lender or the Agent to (and, if the Initial Borrower 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
              accordance
              with the terms of Section 8.07(a).

             

                    (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)) in excess of its ratable share of payments on account of the
              Revolving
              Credit Advances 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 each Borrower
              and its
              Subsidiaries, including to finance acquisitions, providing backup liquidity
              to
              support the issuance of commercial paper and the consummation of the
              Transaction.

             

                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
              a
              promissory note of such Borrower payable to the order of such Lender,
              in
              substantially the form of Exhibit I-1
              hereto
              (a “Revolving
              Credit Note”),
              in a
              principal amount equal to the Commitment 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
              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, (iv) the amount of any sum received
              by the Agent from such Borrower hereunder and each Lender’s share thereof, and
              (v) whether the proceeds of each Borrowing has be used 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).

             

                    (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 three Business Days’ notice to the
              Agent stating the proposed date and aggregate principal amount of the
              purchase,
              and, if such notice is given such Affiliate shall, purchase from the
              Lenders the
              outstanding principal amount of Advances comprising part of the same
              Borrowings
              in whole or ratably in part, together with accrued interest thereon.
              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).

             

             

            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 following statements shall be true and 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 and governmental
              approvals, if any, with respect to this Agreement, together with an
              English
              translation of each of the foregoing documents that are not otherwise
              being
              provided in English.

             

            (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)  The
              Pledge Agreement and the Registration Rights Agreement, in each case
              duly
              executed and delivered by the Initial Borrower, together with (A) proper
              financing statements under the Uniform Commercial Code and similar
              requirements
              of law that are necessary to perfect and protect the Mortgage created
              or
              purported to be created under the Pledge Agreement, covering all Collateral
              described therein, and (B) proper termination statements under the Uniform
              Commercial Code and similar requirements of law that are necessary
              to terminate
              or amend existing liens on all Collateral granted in favor of the Existing
              Agent
              under the terms of the Existing Pledge Agreement, in each case, in
              appropriate
              form for filing or recording.

             

            (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.

             

            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 contained in Section 4.01 (except the
              representations set forth in the last sentence of 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;

             

            (b)  the
              Agent
              shall have received a properly completed Part I of Federal Reserve
              Form U-1,
              duly executed by an authorized representative of the Initial Borrower;
              and

             

            (c)  the
              Agent
              shall have received such other approvals, opinions or documents as
              the Required
              Lenders through the Agent may reasonable 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 date that the Initial Borrower, by notice to the Lenders, designates
              as
              the proposed 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 and its Guarantor, if any, 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 and its Guarantor, if any,
              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 and its Guarantor,
              if any,
              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 charter, by-laws or other
              organizational documents or (ii) law or any material contractual
              restriction binding on or affecting such Borrower or such Guarantor,
              as the case
              may be.

             

            (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
              and
              its Guarantor, if any, 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 and its Guarantor,
              if
              any, 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 and its Guarantor, if any, enforceable
              against it in
              accordance with their respective terms.

             

            (e)  (i)The
              unaudited financial statements of such Borrower and its Subsidiaries
              delivered
              to the Agent prior to the Closing Date, in the case of the Initial
              Borrower, or
              upon the effectiveness of the Borrower Accession Agreement, in the
              case of each
              Additional Borrower (other than an Affiliate Guaranteed Borrower),
              (A) were
              prepared in good faith from its internal accounting systems and (B) are in
              substantially the form used by its managers and those of its Subsidiaries
              for
              internal review and business operations in the ordinary course.

             

            (ii)  The
              financial statements of each Guarantor, if any, delivered to the Agent
              pursuant
              to Section 8.10(a)(iii) fairly present, subject, in the case of any
              such
              financial statements that are not audited, to year-end audit adjustments
              and
              footnote disclosure, the financial condition of such Guarantor and
              its Included
              Subsidiaries as at the date of such financial statements and the results
              of the
              operations of such Guarantor and its Included Subsidiaries for the
              period ended
              on such date. 

             

            (iii)  Except
              for the Transaction or as disclosed in writing to the Agent prior to
              the Closing
              Date, since December 31, 2004, there has been no Material Adverse
              Change.

             

            (f)  There
              is
              no pending or overtly threatened action, suit, investigation, litigation
              or
              proceeding affecting such Borrower, any of its Subsidiaries or its
              Guarantor, if
              any, 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), and no proceeds
              of any
              Advance made to such Borrower will be used to extend credit to any
              Person other
              than another Borrower for the purpose of purchasing or carrying any
              margin
              stock.

             

            (h)  The
              proceeds of the Advances will be used solely in accordance with
              Section 2.16, the making of each Advance pursuant to this Agreement will
              comply in all respects with the provisions of Regulation U issued by
              the Board
              of Governors of the Federal Reserve System, and any purchases of common
              stock of
              the Company by it shall be effected in compliance with all applicable
              laws.

             

            (i)  All
              written information (other than financial information, projections,
              estimates
              and other forward looking statements) heretofore furnished by such
              Borrower and
              its Guarantor, if any, 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
              other Lenders and under the Credit Agreement and the Notes, if any,
              rank
pari
              passu or
              senior
              to all of its other senior unsecured indebtedness for money
              borrowed.

             

             

            ARTICLE
              V  

             

            COVENANTS
              OF THE BORROWERS

             

            SECTION
              5.01  Affirmative
              Covenants. 
              So
              long
              as any Advance shall remain unpaid or any Lender shall have any Commitment
              hereunder, the Initial Borrower will, in the case of clause (e) 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 and its Guarantors, if any, 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 and its Guarantor, if
              any, 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, the Subsidiaries of a Borrower or the Guarantors
              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 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 and its Guarantor,
              if any, 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, each of their respective Subsidiaries and each
              of the Guarantors 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, each of their respective
              Subsidiaries and each of the Guarantors may wind up, liquidate or dissolve
              any
              inactive or immaterial Subsidiary of such Person, (iii) none of the
              Borrowers, the Subsidiaries of a Borrower or the Guarantors shall be
              required to
              preserve any right or franchise if the Board of Directors of such Borrower,
              such
              Subsidiary or such Guarantor shall determine that the preservation
              thereof is no
              longer desirable in the conduct of its business, and that the loss
              thereof is
              not disadvantageous in any material respect to the Loan Parties and
              their
              Subsidiaries, taken as a whole, or the Lenders, and (iv) each of the
              Borrowers, each of their respective Subsidiaries and each of the Guarantors
              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,
              solely in
              the case of the Borrowers if the Collateral has not been released prior
              to such
              date in accordance with Section 10 of the Pledge Agreement, any amendments
              or supplements to the Pledge Agreement necessary for the Agent, on
              behalf of the
              Lenders, to maintain the perfected nature of its Mortgage covering
              the
              Collateral), 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)  as
              soon
              as available and in any event within 60 days after the end of each
              of the first
              three quarters of each fiscal year of each of the Loan Parties (other
              than any
              Affiliate Guaranteed Borrower), a Consolidated balance sheet of such
              Loan Party
              and its Included Subsidiaries as of the end of such quarter and Consolidated
              statements of income and cash flows of such Loan Parties and its Included
              Subsidiaries for the period commencing at the end of the previous fiscal
              year
              and ending with the end of such quarter, duly certified (subject to
              year-end
              audit adjustments) by an authorized representative of such Loan Party
              as having
              been prepared in accordance with generally accepted accounting principles
              and,
              to the best of such Loan Party’s knowledge, as fairly presenting in all material
              respects the financial condition, results of operations and cash flows
              of such
              Loan Party and its Included Subsidiaries for the period covered
              thereby;

             

            (ii)  as
              soon
              as available, and in any event within 120 days after the end of each
              fiscal year
              of each of the Loan Parties (other than any Affiliate Guaranteed Borrower),
              a
              copy of the annual audit report for such year for such Loan Party and
              its
              Included Subsidiaries, containing the Consolidated balance sheet of
              such Loan
              Parties and its Included Subsidiaries as of the end of such fiscal
              year and
              Consolidated statements of income and cash flows of such Loan Party
              and its
              Included Subsidiaries for such fiscal year, in each case accompanied
              by an
              unqualified opinion or an opinion reasonably acceptable to the Required
              Lenders
              by Deloitte & Touche LLP or other independent public accountants of
              recognized standing;

             

            (iii)  as
              soon
              as possible and in any event within five days after the occurrence
              of each
              Default or Event of Default continuing on the date of such statement,
              a
              statement of any Loan Party setting forth details of such Default or
              Event of
              Default and the action that one or more of the Loan Parties and their
              Subsidiaries has taken and propose to take with respect thereto;

             

            (iv)  promptly
              after the sending or filing thereof, copies of all reports that any
              Borrower
              sends to any of its securityholders, and copies of all reports and
              registration
              statements that such Borrower or any of its Subsidiaries files with
              the
              Securities and Exchange Commission or any national securities
              exchange;

             

            (v)  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

             

            (vi)  such
              other information respecting any of the Loan Parties 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), (ii) and (iv) of this subsection (d), each
              Borrower 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.

             

            (e)  Obtaining
              of Public Debt Rating.
              Use
              commercially reasonable efforts to obtain, as soon as reasonably practicable
              and
              in any event no later than July 31, 2006, a rating of the non-credit
              enhanced
              long-term senior unsecured debt of the initial Borrower from Moody’s or
              S&P.

             

            SECTION
              5.02  Negative
              Covenants. 
              So
              long
              as any Advance shall remain unpaid or any Lender shall have any Commitment
              hereunder, none of the Borrowers shall:

             

            (a)  Restrictions
              on Mortgages.
              (i) Create, incur, assume or suffer to exist, or permit any of its
              Subsidiaries or its Guarantor, if any, to, create, incur, assume or
              suffer to
              exist, any Mortgage on or with respect to any of its property and assets,
              other
              than:

             

            (i)  Mortgages
              created under the Loan Documents;

             

            (ii)  Permitted
              Mortgages;

             

            (iii)  Mortgages
              existing as of the date hereof;

             

             

            (iv)  Mortgages
              granted in favor of the Borrowers or any of their Subsidiaries on all
              or any
              portion of the assets of the Loan Parties and their Subsidiaries other
              than up
              to 75% of their Principal Manufacturing Properties, considered as a
              whole;

             

            (v)  deposits
              made, and letters of credit issued, to secure the performance of operating
              leases of the Loan Parties and their Subsidiaries arising in the ordinary
              course
              of business;

             

            (vi)  Mortgages
              in favor of governmental bodies to secure progress or advance
              payments;

             

            (vii)  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);

             

            (viii)  any
              Mortgages existing
              on any property at the time such property is acquired by any Loan Party
              or any
              of its Subsidiaries, or on any property of any Person at the time such
              Person
              becomes, or is merged into, the Company or any of its Subsidiaries;

             

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

             

            (x)  Mortgages
              arising under or in connection with Hedge Agreements entered into by
              any Loan
              Party or any of its Subsidiaries;

             

            (xi)  Mortgages
              on accounts (as defined in the applicable Uniform Commercial Code at
              any time in
              effect), receivables, notes, contracts or contract rights, general
              intangibles,
              lockboxes, (in each case related to the applicable accounts or receivables)
              and
              collections and proceeds therefrom created in connection with the securitization
              or monetization of accounts receivable or other commercial paper programs
              of the
              Company and its Subsidiaries;

             

            (xii)  Mortgages
              arising in connection with repurchase agreements, reverse purchase
              agreements
              and other similar agreements for the purchase, sale or loan of securities,
              in
              each case in the ordinary course of business;

             

            (xiii)  Mortgages
              of all of the Loan Parties, their Subsidiaries and Guarantors, if any,
              not
              otherwise permitted hereunder encumbering assets not exceeding 20%
              of
              Consolidated Assets of the Loan Parties and their Included Subsidiaries
              at any
              time; and

             

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

             

            Notwithstanding
              the foregoing, on and after the date that the Pledge Agreement has
              been
              terminated, the Borrowers and their respective Subsidiaries and Guarantors,
              if
              any, shall not withdraw (within
              the meaning of Section 211.3(f) of Regulation U issued by the Board
              of Governors
              of the Federal Reserve System) assets from coverage by this Section
              5.02(a)
              that, solely as a consequence of such withdrawal (and not due to any
              fluctuations in the value of the assets themselves) would cause the
              value of the
              assets subject to this Section 5.02(a) to be less than the aggregate
              principal
              amount of the Advances that were used 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).

             

            (b)  Consolidation,
              Merger and Sale of Assets.
              Consolidate or merge with or into, or transfer, sell or lease its assets
              as an
              entirety to, or permit any Guarantor, if any, to 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 the
              Company)
              formed by such consolidation or into which such Borrower, or such Guarantor
              is
              merged or which acquires or leases the assets of such Borrower or such
              Guarantor
              substantially as an entirety assumes such Borrower’s or such Guarantor’s
              obligations under the Loan Documents (and, upon such assumption, such
              Person
              shall be a Borrower or Guarantor, as applicable, for all purposes of
              the Loan
              Documents), or another Borrower assumes such Borrower’s obligations, or another
              Guarantor assumes such Guarantor’s obligations, under the Loan Documents;
provided,
              that
              after giving effect to such transaction, no Default or Event of Default
              shall
              have occurred and be continuing, and such consolidation, merger, transfer,
              sale
              or lease of assets is not prohibited under the indentures pursuant
              to which any
              publicly held debt of such Borrower or such Guarantor 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 ten days after the same becomes due and payable; or any Loan
              Party shall
              fail to make any payment of any other amount payable under any Loan
              Document
              within ten days after the same becomes due and payable; or

             

            (b)  Any
              representation or warranty made by any Loan Party (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, or any Guarantor shall fail to perform or observe any
              term,
              covenant or agreement that any Borrower has agreed to cause such Guarantor
              to
              perform under, (A) Section 5.01(d) or (e) (other than
              clauses (e)(i), (e)(ii) or (e)(iii)) or (B) Section 5.02, or
              (ii) any Loan Party shall fail to perform or observe any other term,
              covenant or agreement contained in, or any Guarantor shall fail to
              perform or
              observe any term, covenant or agreement that any Borrower has agreed
              to cause
              such Guarantor to perform under, 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 the Initial Borrower by the Agent or any Lender;
              or

             

            (d)  Any
              Borrower or any of its Subsidiaries or any Guarantor 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 or any Guarantor 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, 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 or any Guarantor
              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, any Guarantor 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
              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 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 disputed the claim made for payment of, the amount of such
              judgment
              or order; or

             

            (f)  Any
              non-monetary judgment or order shall be rendered against any Borrower
              or any of
              its Subsidiaries or any Guarantor that would have a Material Adverse
              Effect and
              not resolved, and there shall be any period of 60 consecutive days
              during which
              a stay of enforcement of such judgment or order, by reason of a pending
              appeal
              or otherwise, shall not be in effect.

             

            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 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 Loan
              Parties), 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 Loan
              Parties or to inspect the property (including the books and records)
              of any of
              the Loan Parties; (v) shall not be responsible to any Lender for the due
              execution, legality, validity, enforceability, genuineness, sufficiency
              or value
              of, or the perfection or priority of any lien or security interest
              created or
              purported to be created under or in connection with, 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 referred
              to in
              Section 4.01 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
              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 the
              Initial
              Borrower. If no successor Agent shall have been so appointed by the
              Required
              Lenders and approved by the Initial Borrower, 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.

             

            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) 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
              each of the
              Borrowers 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, (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, (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; and 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 or telegraphic communication) and
              mailed, telecopied, telegraphed or delivered, or (y) to the extent set
              forth in Section 8.02(b) and in the proviso to this Section 9.02(a),
              by electronic mail (in .PDF form) (“Email”),
              confirmed reasonably promptly thereafter in writing, if to the Initial
              Borrower,
              at the address of such Person at 5, rue Eugene Ruppert, L-2453 Luxembourg,
              with
              a copy to Sharon E. Abrams, General Counsel-Western Europe, Procter
&
Gamble, 47, Route de Saint Georges, 1213 Petit-Lancy 1, Switzerland,
              Tel.
              +41-22-709-7452, Fax +41-22-870-4452, Email: [              ];
              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 [              ];
              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), (d)(ii) and (d)(iv)
              shall be delivered to the Agent as specified in Section 9.02(b) or as
              otherwise specified to the Company 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 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), (d)(ii)
              and (d)(iv) 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
              Loan Parties.
              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 the
              Company (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 and in the Pledge Agreement, when
              executed
              and delivered hereunder, are cumulative and not exclusive of any remedies
              provided by law.

             

            SECTION
              8.04  Costs
              and Expenses. 
              

             

             (a) The
              Initial Borrower 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 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.

             

            (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 the Initial Borrower 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 written consent of the Initial Borrower (which consent may be withheld
              in
              its sole and absolute discretion) and of the Agent (which 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, 2.14 or  2.18, or as set
              forth in Section 8.07(g) or to another Lender that is an Affiliate of such
              Lender. If any Lender (i) requests any payment to under Section 2.11
              or Section 2.14 or (ii) gives notice to any Borrower pursuant to
              Section 2.12, then, so long as no Default or Event of Default has occurred
              and is continuing at such time, any Borrower may demand upon at least
              three
              Business Days’ notice to such Lender and the Agent that such Lender, and, upon
              such demand, such Lender shall, assign all of its rights and obligations
              under
              this Agreement to any Person designated by such Borrower. 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, 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 Acceptance
              executed by each of the parties thereto and delivered to the Agent,
              for its
              acceptance and recording 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 each of the Borrowers or one or more 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. 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, sufficiency or value of, or perfection
              or priority
              of any lien or security interest created or purported to be created
              under or in
              connection with, 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 referred to in Section 4.01 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.

             

            (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 Commitment
              of, and
              principal amount of the Advances owing to, each Lender from time to
              time, and
              whether the proceeds of each such Advanced were used 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) (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 the Initial Borrower
              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 Commitment, 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 2.14.

             

            (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),
              Section 5.01(d)(i) or Section 5.01(d)(ii); 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 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 or banking; provided,
              that,
              with respect to clause (b) above, the Agent and each Lender agree to
              notify the
              Initial Borrower 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 Euros 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 Euros, 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)  The
              Initial Borrower may request that any of the Related Parties become
              party to
              this Agreement as an additional borrower (an “Additional
              Borrower”),
              and
              additionally such Related Party 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 each of the following:

             

            (i)  a
              Borrower Accession Agreement, duly executed by the Initial Borrower
              and such
              Related Party, 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;

             

            (ii)  an
              opinion of counsel addressing the matters covered by opinion paragraphs
              1, 2, 3,
              and 4 of Exhibit
              C-1,
              opinion
              paragraph 1 of Exhibit
              C-2,
              and
              opinion paragraphs 1 and 2 of Exhibit
              C-3
              in
              Section 3.01(d)(iv) (with such exceptions, assumptions and qualifications
              as are customary or appropriate in light of the circumstances under
              which such
              opinion is given);

             

            (iii)  (A)
              except in the case of any Related Party that will be an Affiliate Guaranteed
              Borrower, the most recently available quarterly or annual financial
              statements
              of such Related Party and its Subsidiaries (which may be unaudited)
              and (B) in
              the case of an Affiliate Guaranteed Borrower, the most recently available
              quarterly or annual financial statements of the applicable Guarantor
              (which may
              be unaudited); and

             

            (iv)  if,
              as of
              the date such Related Party becomes an Additional Borrower, such Related
              Party
              does not have long-term senior unsecured debt ratings of A- or better
              from
              S&P or A3 or better from Moody’s, a duly executed and delivered Guaranty
              Agreement from the Company or a Related Party that maintains such debt
              rating at
              such time.

             

             

            (b)  A
              Related
              Party in respect of which the Initial Borrower 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 or Event of 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  Governing
              Law. 
              This
              Agreement shall be governed by, and construed in accordance with, the
              laws of
              the State of New York.

             

            SECTION
              8.12  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 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
              8.13  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
              8.14  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
              8.15  Patriot
              Act. 
              Each
              Lender
              hereby notifies each of the Borrowers that, pursuant to the requirements
              of the
              USA Patriot Act (Title III of Pub. L. 107-56 (signed into law on October
              26,
              2001)) (the “Act”),
              it is
              required to obtain, verify and record information that identifies each
              Loan
              Party, which information includes the name and address of each Loan
              Party and
              other information that will allow such Lender to identify such Loan
              Party in
              accordance with the Act.

             

            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.

             

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

             

            By _____________________________

                                                     
Title:

             

            CITIBANK,
              N.A.,

                                                     
              as Agent

             

            
               

              By _____________________________

                                                       
Title:

               

            

            


          

        

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      

        AMENDMENT
          AND WAIVER TO REVOLVING CREDIT AGREEMENT

        


        As
          of
          July 30, 2006

        


        Reference
          is made to the Revolving Credit Agreement dated as of July 27, 2005
          (as
          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,
          NA., 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
          and Waiver 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 and Waiver 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.
          The
          Credit Agreement is hereby amended as follows:

        


        (a) Section
          1.01 of the Credit Agreement is hereby amended to add the following definitions
          in the appropriate alphabetical order:

        


        “P&G”
          means
          The Procter & Gamble Company, an Ohio corporation.

        


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

        


        (b) Section
          1.01 of the Credit Agreement is hereby further amended (i) to add at the
          end of
          the definition of “Guarantor”
the
          new
          proviso clause “; provided, however,
          that
          P&G shall not constitute a Guarantor for any purposes of the Loan Documents
          or any agreement, instrument, certificate or other document delivered in
          connection therewith” and (ii) to add at
          the
          end of the definition of “Guaranty
          Agreement”
the
          new
          proviso clause “; provided, however,
          that
          the P&G Guaranty shall not constitute a Guaranty Agreement for any purposes
          of the Loan
          Documents or any agreement, instrument, certificate or other document delivered
          in connection therewith”

        


        (c) Section
          4.01(e) of the Credit Agreement is hereby amended (i) to delete clause
          (i)
          thereof in its entirety and (ii) to renumber clauses (ii) and (iii) thereof
          as
          the new clauses (i) and (ii) thereof, respectively.

        


        (d) Section
          5.01(d)
          of
          the
          Credit Agreement is hereby amended (i) to restate clause (i) thereof in
          its
          entirety to read as follows:

        


        “(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
          1
          0-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;”,

        


        (ii) to
          delete
          clause (ii) thereof in its entirety and substitute therefore the new language
          “(ii) [INTENTIONALLY OMITTED]” and (iii) to replace the language “in the case of
          clauses (i), (ii) and (iv) of this subsection (d),” in the proviso clause at the
          end of such Section with the new language “in the case of clauses (i) and (iv)
          of this subsection (d),”.

        


        (e) Section
          5.01(e) of the Credit Agreement is hereby
          deleted in its entirety.

        


        (f) Section
          6.01(a) of the Credit Agreement is hereby amended to add after
          the
          language “of any other amount payable under any Loan Document” in the fourth
          line thereof the new language “, or P&G shall fail to make any payment of
          any other amount payable wider the P&G Guaranty,”.

        


        (g) Section
          6.0 1(c) of the Credit Agreement is hereby amended to restate subclause
          (i)(A)
          thereof in its entirety to read “(A) Section 5.01(c) or (d) (other than clauses
          (d)(i) or (d)(iii))”.

        


        SECTION
          2. Waiver.
          The
          Lenders hereby waive (a) compliance with Section 5,0
          1(e)
          of
          the Credit Agreement at any time and from time to time on or prior to the
          date
          hereof and (b) any Defaults arising under Section 6.01(c) of the Credit
          Agreement arising from such non-compliance.

        


        SECTION
          3. Conditions Precedent.
          This
          Amendment and Waiver shall become effective on and as of the date (the
          “Amendment Effective Date”) on which (a) the Agent shall have received (i) an
          executed counterpart of this Amendment, duly executed and delivered by
          a duly
          authorized officer of the Initial Borrower and (ii) executed Lender Consent
          Letters (or facsimile transmissions thereof), substantially in the form
          of
          Exhibit A hereto (“Lender Consent Letters”), from the Required Lenders, and (b)
          P&G shall have executed and delivered the P&G Guaranty, substantially in
          the form of Exhibit B hereto.

        


        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 and Waiver 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 and Waiver by facsimile transmission
          shall be effective as delivery of a manually executed counterpart hereof.
          A set
          of the copies of this Amendment and Waiver signed by all the parties shall
          be
          lodged with the Initial Borrower and the Administrative Agent.

        


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

        


        IN
          WITNESS WHEREOF, the parties hereto have caused this Amendment and Waiver
          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

        


        


        


        By________________________________________

          
          Name:

        Title:

        


        


        


        


        CITIBANK,
          N.A.

        


        


        


        By________________________________________

        Name

        Title


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        P&G
          GUARANTY

        dated
          as of August 23, 2006

        


        GUARANTY
          by The Procter & Gamble Company, an Ohio corporation (the “Company”) in
          favor of the Agent and each of the Lenders (as each such Person is hereinafter
          defined).

        


        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”) has
          entered into the Revolving Credit Agreement dated as of July 27, 2005 (as
          amended, supplemented and otherwise modified from time to time, the “Credit
          Agreement) with the Additional Borrowers referred to therein, the Lenders
          party
          thereto (the “Lenders”) and Citibank, NA, as administrative agent for such
          Lenders (together with any
          successor
          thereto appointed pursuant to Article VII of the Credit Agreement, the
“Agent”).
          Capitalized terms not otherwise defined in this Guaranty shall have the
          same
          meanings as specified therefor in the Credit Agreement. It is a condition
          precedent to the effectiveness
          of the Amendment and Waiver to the Revolving Credit Agreement date as of
          the
          date hereof that the Company shall have executed and delivered this Guaranty.
          NOW, THEREFORE, the Company agrees as follows:

        


        Section
          1. Guaranty.
          The
          Company unconditionally guarantees the payment of all of the obligations
          of the
          Borrowers, whether now or hereafter existing, under the Credit Agreement
          and the
          Notes, if any (collectively, the “Guaranteed Obligations”), and hereby agrees to
          pay any and all reasonable expenses (including, without limitation, reasonable
          fees and expenses of counsel) incurred by the Agent or any of the Lenders
          in
          enforcing any rights under this Guaranty in accordance with the terms hereof.
          Without limiting the generality of the foregoing, the Company’s liability shall
          extend to all amounts that constitute part of the Guaranteed Obligations
          and
          would be owed by any Borrower to the Agent or any of the other Lenders
          but for
          the fact that such Guaranteed Obligations are unenforceable or not allowable
          due
          to the existence of a bankruptcy, reorganization or similar proceeding
          involving
          such Borrower.

        


        Section
          2. Guaranty
          Absolute.
          The
          Company guarantees that the Guaranteed Obligations will be paid strictly
          in
          accordance with the terms of Section 4, regardless of any law, regulation
          or
          order now or hereafter in effect in any jurisdiction affecting any of such
          terms
          or the rights of any Lender with respect thereto. The liability of the
          Company
          under this Guaranty shall be irrevocable, absolute and unconditional
          irrespective of, and the Company hereby irrevocably waives any defenses
          it may
          now have or hereafter acquire in any way relating to, any or all of the
          following:

        


        (a)
          any
          lack of validity or enforceability of the Credit Agreement or the Notes,
          if any,
          or any agreement or instrument relating thereto;

        


        (b)
          any
          change in the time, manner or place of payment of, or in any other term
          of, all
          or any of the Guaranteed Obligations under or in respect of the Credit
          Agreement
          and the Notes, or any other amendment or waiver of or any consent to departure
          from the Credit Agreement or the Notes, including, without limitation,
          any
          increase in the Guaranteed Obligations resulting from the extension of
          additional credit to any Borrower or any of its Subsidiaries or
          otherwise;

        


        (c)
          any
          taking, release or amendment or waiver of, or consent to departure from,
          any
          other guaranty, for all or any of the Guaranteed Obligations;

        


        (d)
          any
          change, restructuring or termination of the corporate structure or existence
          of
          any Borrower or any of its Subsidiaries;

         

        (e) any
          failure of any Lender to disclose to any Borrower or the Company any information
          relating to the business, condition (financial or otherwise), operations,
          performance, properties or prospects of any other Borrower or guarantor
          now or
          hereafter known to such Lender (the Company waiving any duty on the part
          of the
          Lenders to disclose such information);

        


        (f) the
          failure of any other Person to execute or deliver any other guaranty or
          agreement or the release or reduction of liability of the Company or any
          other
          guarantor or surety with respect to the Guaranteed Obligations; or

        


        (g) any
          other
          circumstance (including, without limitation, any statute of limitations)
          or any
          existence of or reliance on any representation by any Lender that might
          otherwise constitute a defense available to, or a discharge of, the Company
          or
          any other guarantor or surety.

        


        This
          Guaranty shall continue to be effective or be reinstated, as the case may
          be, if
          at any time any payment of any of the Guaranteed Obligations is rescinded
          or
          must otherwise be returned by the Agent or any Lender upon the insolvency,
          bankruptcy or reorganization of any Borrower, as though such payment had
          not
          been made.

        


        Section
          3. Waivers.
          The
          Company hereby unconditionally and irrevocably waives promptness, diligence,
          notice of acceptance, presentment, demand for performance, notice of
          nonperformance, default, protest, dishonor and any other notice with respect
          to
          any and all of the Guaranteed Obligations and this Guaranty, and any requirement
          that the Agent or any of the Lenders exhaust any right or take any action
          against any of the Borrowers or any other Person. The Company hereby
          unconditionally waives any right to revoke this Guaranty, and acknowledges
          that
          this Guaranty is continuing in nature. The Company acknowledges that it
          will
          receive substantial direct and indirect benefits from the financing arrangements
          contemplated by the Credit Agreement and that the waivers and agreements
          set
          forth in Section 2 are knowingly made in contemplation of such
          benefits.

        


        Section
          4. Payments.
          The
          Company shall make each payment hereunder with respect to Guaranteed Obligations
          in Dollars not later than 11:00 A.M. (New York City time) on the day that
          is 30
          days after the date on which the Company receives written notice from the
          Agent
          that any Borrower has failed to make a payment under the Credit Agreement,
          including therein the date of such failure and the aggregate amount owing
          by the
          applicable Borrower. Such payment shall be made to the Agent by deposit
          of such
          funds to the Agent’s Account in same day funds. All computations of, and
          determinations for, payments to be made hereunder shall be made in accordance
          with Sections 2.13(b) and 2.13(c) of the Credit Agreement.

        


        Section
          5.
          Representations
          and Warranties of the Company. The
          Company hereby represents and warrants as follows:

        


        (a) The
          execution, delivery and performance by the Company of this Guaranty, and
          the
          consummation of the transactions contemplated hereby, are within the corporate
          or other similar organization powers of the Company, have been duly authorized
          by all necessary corporate or other similar organization action, and do
          not
          contravene (i) the charter, by-laws or other organizational documents of
          the
          Company or (ii) law or any material contractual restriction binding on
          or
          affecting the Company.

        


        (b) This
          Guaranty has been duly executed and delivered by the Company.

        


        (c) This
          Guaranty is the legal, valid and binding obligation of the Company, enforceable
          against the Company in accordance with its terms.

        


        Section
          6. No
          Waiver; Remedies.
          No
          failure on the part of the Agent or any of the Lenders to exercise, and
          no delay
          in exercising, any right, power or privilege hereunder shall operate as
          a waiver
          thereof or consent thereto; nor shall any single or partial exercise of
          any such
          right, power or privilege preclude any other or further exercise thereof
          or the
          exercise of any other right, power or privilege. The remedies herein provided
          are cumulative and not exclusive of any remedies provided by applicable
          law.

        


        Section
          7. Continuing
          Guaranty; Release of Company.
          This
          Guaranty is a continuing guaranty and, subject to the next succeeding italicized
          proviso clause, shall (a) remain in full force and effect until the latest
          of
          (i) the payment in full of all of the Guaranteed Obligations and (ii) the
          Termination Date, (b) be binding upon the Company, its successors and assigns
          and (c) inure to the benefit of, and be enforceable by, the Agent, on behalf
          of
          itself and the Lenders, and their
          respective
          successors, transferees and assigns.

        


        Section
          8. Jurisdiction.
          The
          Company hereby irrevocably and unconditionally submits, for itself and
          its
          property, to the nonexciusive 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 Guaranty, or for recognition or enforcement of any judgment,
          and 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.
          The
          Company 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 Guaranty or any other Loan Document in the courts of any
          jurisdiction. The Company 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 Guaranty in any New York State or federal court.
          The
          Company 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
          9. Miscellaneous.
          This
          Guaranty shall be governed by, and construed in accordance with, the laws
          of the
          State of New York. Delivery of an executed counterpart of a signature page
          to
          this Guaranty by telecopier shall be effective as delivery of an originally
          executed counterpart of this Guaranty. The Company 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 Guaranty
          or
          the actions of the Agent or any Lender in the negotiation, administration,
          performance or enforcement thereof.

        


        


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        IN
          WITNESS WHEREOF, the Company has caused this Guaranty to be duly executed
          and
          delivered by its officer thereunto duly authorized, as of the date first
          above
          written.

        


        


        THE
          PROCTER & GAMBLE COMPANY

        


        By:       

        Name:

        Title:

        Address:

        


        Telecopier:
          ( )