Exhibit 10-9 - 10-Q JAS 2006


    
      

         

        


         

         

        


         

        


        


        


        


        


        


        


        


        COMMERCIAL
          PAPER DEALER AGREEMENT

        [4(2)
          Program]

        


        


        among

        


        


        Procter
          & Gamble International Funding S.C.A., as Issuer

        


        The
          Procter & Gamble Company, as Guarantor

        


        and

        


        _______________,
          as Dealer

        


        


        


        


        Concerning
          Notes to be issued pursuant to an Issuing and Paying Agent Agreement dated
          as of
          ____________ among the Issuer, the Guarantor, and Citibank, N.A., as Issuing
          and
          Paying Agent

        


        


        


        Dated
          as of

        


        _________________

        


        


        


        


        


        


        



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


         

        Commercial
          Paper Dealer Agreement

         

        [4(2)
          Program]

         

         

        This
          agreement (the “Agreement”) sets forth the understandings among the Issuer, the
          Guarantor, and the Dealer, each named on the cover page hereof, in connection
          with the issuance and sale by the Issuer of its short-term promissory notes
          (the
“Notes”). 

         

         

        The
          Guarantor has agreed unconditionally and irrevocably to guarantee payment
          in
          full of the principal of and interest (if any) on all such Notes of the
          Issuer,
          pursuant to a guarantee dated the date hereof, in the form of Exhibit D
          hereto
          (the “Guarantee”).

         

         

        Certain
          terms used in this Agreement are defined in Section 6 hereof. 

         

         

        The
          Addendum to this Agreement, and any Annexes or Exhibits described in this
          Agreement or such Addendum, are hereby incorporated into this Agreement
          and made
          fully a part hereof.

         

         

        	1.  	
                Offers,
                  Sales and Resales of Notes.

              


        
          	 	
                  1.1

                	
                  While
                    (i) the Issuer has and shall have no obligation to sell the Notes
                    to the
                    Dealer, and (ii) the Dealer has and shall have no obligation
                    to purchase
                    the Notes from the Issuer or to arrange any sale of the Notes
                    for the
                    account of the Issuer, the parties hereto agree that in any case
                    where the
                    Dealer purchases Notes from the Issuer, or arranges for the sale
                    of Notes
                    by the Issuer, such Notes will be purchased or sold by the Dealer
                    in
                    reliance on the representations, warranties, covenants and agreements
                    of
                    the Issuer and the Guarantor contained herein or made pursuant
                    hereto and
                    on the terms and conditions and in the manner provided
                    herein.

                


        

         

        1.2 
So
          long
          as this Agreement shall remain in effect, and in addition to the limitations
          contained in Section 1.7 hereof, neither the Issuer nor the Guarantor shall,
          without the consent of the Dealer, offer, solicit or accept offers to purchase,
          or sell, any Notes except (a) in transactions with one or more dealers
          which may
          from time to time after the date hereof become dealers with respect to
          the Notes
          by executing with the Issuer and the Guarantor one or more agreements which
          contain provisions substantially identical to those contained in Section
          1 of
          this Agreement, of which the Issuer and the Guarantor hereby undertakes
          to
          provide the Dealer prompt notice or (b) in transactions with the other
          dealers
          listed on the Addendum hereto, which are executing agreements with the
          Issuer
          and the Guarantor which contain provisions substantially identical to Section
          1
          of this Agreement contemporaneously herewith. In no event shall the Issuer
          or
          the Guarantor offer, solicit or accept offers to purchase, or sell, any
          Notes
          directly on its own behalf in transactions with persons other than
          broker-dealers as specifically permitted in this Section 1.2. 

         

        1.3 
The
          Notes
          shall be in a minimum denomination of U.S.$250,000 or integral multiples
          of
          U.S.$1,000 in excess thereof, will bear such interest rates, if interest
          bearing, or will be sold at such discount from their face amounts, as shall
          be
          agreed upon by the Dealer and the Issuer, shall have a maturity not exceeding
          397 days from the date of issuance and may have such terms as are specified
          in
          Exhibit C hereto or the Private Placement Memorandum. The Notes shall not
          contain any provision for extension, renewal, or automatic
“rollover.”

         

        1.4 
The
          authentication and issuance of, and payment for, the Notes shall be effected
          in
          accordance with the Issuing and Paying Agent Agreement, and the Notes shall
          be
          either individual physical certificates or book-entry notes evidenced by
          one or
          more master notes (each, a “Master Note”) registered in the name of The
          Depository Trust Company (“DTC”) or its nominee, in the form or forms annexed to
          the Issuing and Paying Agent Agreement.

         

        1.5 
If
          the
          Issuer and the Dealer shall agree on the terms of the purchase of any Note
          by
          the Dealer (including, but not limited to, agreement with respect to the
          date of
          issue, purchase price, principal amount, maturity and interest rate or
          interest
          rate index and margin (in the case of interest-bearing Notes) or discount
          thereof (in the case of Notes issued on a discount basis), and appropriate
          compensation for the Dealer’s services hereunder) pursuant to this Agreement,
          the Issuer shall cause such Note to be issued and delivered in accordance
          with
          the terms of the Issuing and Paying Agent Agreement and payment for such
          Note
          shall be made by the purchaser thereof to the Issuing and Paying Agent,
          for the
          account of the Issuer. 

         

        1.6 
The
          Dealer, the Issuer and the Guarantor hereby establish and agree to observe
          the
          following procedures in connection with offers, sales and subsequent resales
          or
          other transfers of the Notes. In addition to the following, assuming compliance
          by the Issuer and the Guarantor with their respective representations and
          covenants hereunder, the Issuer and the Guarantor shall not be responsible
          for
          securities laws compliance of sales or solicitations made by the Dealer
          or any
          of the dealers with respect to the Notes.

         

         

        	(a)  	
                Offers
                  and sales of the Notes by the Dealer shall be made only to (i)
                  investors
                  reasonably believed by the Dealer to be Qualified Institutional
                  Buyers
                  (“QIBs”) or Institutional Accredited Investors and (ii) non-bank
                  fiduciaries or agents that will be purchasing Notes for one or
                  more
                  accounts, each of which is reasonably believed by the Dealer to
                  be an
                  Institutional Accredited Investor, and in the case of clauses (i)
                  and
                  (ii), in a manner which would not cause a violation of Regulation
                  T and
                  the interpretations thereunder.

              


         

         

        	(b)  	
                Resales
                  and other transfers of the Notes by the holders thereof shall be
                  made only
                  in accordance with the restrictions in the legend described in
                  clause (e)
                  below.

              


         

         

        	(c)  	
                No
                  general solicitation or general advertising shall be used in connection
                  with the offering of the Notes. Without limiting the generality
                  of the
                  foregoing, without the prior written approval of the Dealer, neither
                  the
                  Issuer nor the Guarantor shall issue any press release or place
                  or publish
                  any “tombstone” or other advertisement relating to the
                  Notes.

              


         

         

        	(d)  	
                No
                  sale of Notes to any one purchaser shall be for less than U.S.$250,000
                  principal or face amount, and no Note shall be issued in a smaller
                  principal or face amount. If the purchaser is a non-bank fiduciary
                  acting
                  on behalf of others, each person for whom such purchaser is acting
                  must
                  purchase at least U.S.$250,000 principal or face amount of
                  Notes.

              


         

         

        	(e)  	
                Offers
                  and sales of the Notes by the Issuer shall be made in accordance
                  with
                  Section 4(2) under the Securities Act, and shall be subject to
                  the
                  restrictions described in the legend appearing on Exhibit A hereto.
                  A
                  legend substantially to the effect of such Exhibit A shall appear
                  as part
                  of the Private Placement Memorandum used in connection with offers
                  and
                  sales of Notes hereunder, as well as on each individual certificate
                  representing a Note and each Master Note representing book-entry
                  Notes
                  offered and sold pursuant to this Agreement. For the avoidance
                  of doubt,
                  the Dealer will not act as an agent for the Issuer, the Guarantor
                  or any
                  of its affiliates with respect to purchases of Notes by the Guarantor
                  or
                  any of its affiliates, and in no case will the Dealer intentionally
                  grant
                  a preference to the Guarantor or any of its affiliates with respect
                  to the
                  purchase of Notes from the Dealer hereunder, which preference is
                  not
                  generally provided to the Dealer’s other money market customers of
                  substantially the same sophistication and investment history, including
                  in
                  the event of an oversubscription.

              


         

         

        	(f)  	
                The
                  Dealer shall furnish or shall have furnished to each purchaser
                  of Notes
                  for which it has acted as the Dealer a copy of the then-current
                  Private
                  Placement Memorandum unless such purchaser has previously received
                  a copy
                  of the Private Placement Memorandum as then in effect. The Private
                  Placement Memorandum shall expressly state that any person to whom
                  Notes
                  are offered shall have an opportunity to ask questions of, and
                  receive
                  information from, the Issuer, the Guarantor and the Dealer regarding
                  this
                  offering and shall provide the names, addresses and telephone numbers
                  of
                  the appropriate contacts for such questions.


              


         

         

        	(g)  	
                The
                  Issuer and the Guarantor, jointly and severally, agree, for the
                  benefit of
                  the Dealer and each of the holders and prospective purchasers from
                  time to
                  time of the Notes that, if at any time the Guarantor shall not
                  be subject
                  to Section 13 or 15(d) of the Exchange Act, the Guarantor will
                  furnish,
                  upon request and at its expense, to the Dealer and to holders and
                  prospective purchasers of Notes information concerning the Guarantor
                  required by Rule 144A(d)(4)(i) in compliance with Rule
                  144A(d).

              


         

         

        	(h)  	
                In
                  the event that any Note offered or to be offered by the Dealer
                  would be
                  ineligible for resale under Rule 144A as a result of actions taken
                  by the
                  Issuer, the Issuer shall immediately notify the Dealer (by telephone,
                  confirmed in writing) of such fact and shall promptly prepare and
                  deliver
                  to the Dealer an amendment or supplement to the Private Placement
                  Memorandum describing the Notes that are ineligible, the reason
                  for such
                  ineligibility and any other relevant information relating
                  thereto.

              


         

         

        	(i)  	
                The
                  Issuer and the Guarantor represent that neither the Issuer nor
                  the
                  Guarantor is currently issuing commercial paper in the United States
                  market in reliance upon the exemption provided by Section 3(a)(3)
                  of the
                  Securities Act. The Issuer and the Guarantor agree that, if they
                  shall
                  issue commercial paper after the date hereof in reliance upon such
                  exemption (a) the proceeds from the sale of the Notes will be segregated
                  from the proceeds of the sale of any such commercial paper by being
                  placed
                  in a separate account; (b) the Issuer and the Guarantor will institute
                  appropriate corporate procedures to ensure that the offers and
                  sales of
                  notes issued by the Issuer pursuant to the Section 3(a)(3) exemption
                  are
                  not integrated with offerings and sales of Notes hereunder; and
                  (c) the
                  Issuer and the Guarantor will comply with each of the requirements
                  of
                  Section 3(a)(3) of the Securities Act in selling commercial paper
                  or other
                  short-term debt securities other than the Notes in the United
                  States.

              


         

         

        
          	 	
                  (j)

                	
                  The
                    Dealer acknowledges that no action has been or will be taken
                    by the
                    Issuer, the Guarantor or the Dealer that would permit a public
                    offering of
                    the Notes or possession or distribution of the Private Placement
                    Memorandum or other offering material relating to the Notes in
                    any
                    jurisdiction where action for that purpose is
                    required.

                


        

         

         

        
          	 	
                  (k)

                	
                  The
                    Dealer acknowledges and agrees that it has read, reviewed and
                    understands
                    the Blue Sky Memorandum, dated _____________, with respect to
                    the
                    securities or Blue Sky laws of the various states in connection
                    with the
                    offer and sale of the Notes, which memorandum has been prepared
                    by Fried,
                    Frank, Harris, Shriver & Jacobson LLP, special counsel to the Issuer
                    and the Guarantor.

                


        

         

         

        
          	 	
                  (l)

                	
                  To
                    the extent that any Notes are offered or sold outside the United
                    States,
                    the Dealer represents that it will (i) observe all applicable
                    securities
                    laws and regulations in each jurisdiction outside the United
                    States in or
                    from which it may offer or sell Notes, except to the extent that
                    a failure
                    to do so relates to or results from the violation or breach of
                    a
                    representation or covenant made by the Issuer or the Guarantor
                    hereunder
                    and (ii) obtain any consent, approval or permission required
                    by it for the
                    offer or sale by the Dealer of the Notes under the securities
                    laws and
                    regulations in force in any jurisdiction outside the United States
                    to
                    which it is subject or in or from which it makes any offer or
                    sale, except
                    to the extent that a failure to do so relates to or results from
                    the
                    violation or breach of a representation or covenant made by the
                    Issuer or
                    the Guarantor hereunder.

                


        

         

         

        
          	 	
                  1.7

                	
                  Each
                    of the Issuer and the Guarantor hereby represents and warrants
                    to the
                    Dealer, in connection with offers, sales and resales of Notes,
                    as
                    follows:

                


        

         

         

        
          	 	
                  (a)

                	
                  The
                    Issuer and the Guarantor hereby confirm to the Dealer that (except
                    for any
                    offer or sale in connection with the Guarantor’s existing commercial paper
                    programs and/or as permitted by Section 1.6(i)) within the preceding
                    six
                    months neither the Issuer nor the Guarantor nor any person other
                    than the
                    Dealer or the other dealers referred to in Section 1.2 hereof
                    acting on
                    behalf of the Issuer or the Guarantor has offered or sold any
                    Notes, or
                    any substantially similar security of the Issuer or the Guarantor
                    (including, without limitation, medium-term notes issued by the
                    Issuer or
                    the Guarantor), to, or solicited offers to buy any such security
                    from, any
                    person other than the Dealer or the other dealers referred to
                    in Section
                    1.2 hereof. The Issuer and the Guarantor also agree that (except
                    for any
                    offer or sale in connection with the Guarantor’s existing commercial paper
                    programs and/or as permitted by Section 1.6(i)), as long as the
                    Notes are
                    being offered for sale by the Dealer and the other dealers referred
                    to in
                    Section 1.2 hereof as contemplated hereby and until at least
                    six months
                    after the offer of Notes hereunder has been terminated (it being
                    understood that for purposes of this Section 1.7(a) the date
                    of
                    termination shall be the date an offering of Notes is completed,
                    not the
                    date this Agreement is terminated), neither the Issuer nor the
                    Guarantor
                    nor any person other than the Dealer or the other dealers referred
                    to in
                    Section 1.2 hereof (except as contemplated by Section 1.2 hereof)
                    will
                    offer the Notes or any substantially similar security of the
                    Issuer for
                    sale to, or solicit offers to buy any such security from, any
                    person other
                    than the Dealer or the other dealers referred to in Section 1.2
                    hereof, it
                    being understood that such agreement is made with a view to bringing
                    the
                    offer and sale of the Notes within the exemption provided by
                    Section 4(2)
                    of the Securities Act and shall survive any termination of this
                    Agreement.
                    Each of the Issuer and the Guarantor hereby represents and warrants
                    that
                    it has not taken or omitted to take, and will not take or omit
                    to take,
                    any action that would cause the offering and sale of Notes hereunder
                    to be
                    integrated with any other offering of securities, whether such
                    offering is
                    made by the Issuer or the Guarantor or some other party or
                    parties.

                


        

         

         

        
          	 	
                  (b)

                	
                  The
                    Dealer acknowledges and agrees that the proceeds of the sale
                    of the Notes
                    are currently contemplated to be used for the purpose of buying,
                    carrying
                    or trading securities within the meaning of Regulation T and
                    the
                    interpretations thereunder by the Board of Governors of the Federal
                    Reserve System. In the event that the Dealer purchases Notes
                    and does not
                    resell such Notes on the day of such purchase, to the extent
                    necessary to
                    comply with Regulation T and the interpretations thereunder,
                    the Dealer
                    will sell such Notes either (i) only to offerees it reasonably
                    believes to
                    be QIBs or to QIBs it reasonably believes are acting for other
                    QIBs, in
                    each case in accordance with Rule 144A or (ii) in a manner which
                    would not
                    cause a violation of Regulation T and the interpretations
                    thereunder.

                


        

         

         

        
          	 	
                  1.8

                	
                  Neither
                    the Issuer nor any of its affiliates will be required hereunder
                    to
                    repurchase (or otherwise reacquire) any Notes from the
                    Dealer.

                


        

         

         

        	2.  	
                Representations
                  and Warranties of Issuer and the
                  Guarantor.

              


         

        Each
          of
          the Issuer and the Guarantor represents and warrants as to itself
          that:

         

         

        	2.1  	
                The
                  Issuer is a société
                  en commandite par actions
                  duly organized and validly existing under the laws of the Grand
                  Duchy of
                  Luxembourg and has all the requisite power and authority to execute,
                  deliver and perform its obligations under the Notes, this Agreement
                  and
                  the Issuing and Paying Agent Agreement.

              


         

        	2.2  	
                The
                  Guarantor is a corporation duly organized, validly existing and
                  in good
                  standing under the laws of the State of Ohio and has all the requisite
                  corporate power and authority to execute, deliver and perform its
                  obligations under the Guarantee, this Agreement and the Issuing
                  and Paying
                  Agent Agreement.

              


         

        	2.3  	
                This
                  Agreement and the Issuing and Paying Agent Agreement have been
                  duly
                  authorized, executed and delivered by the Issuer and the Guarantor
                  and
                  constitute legal, valid and binding obligations of the Issuer and
                  the
                  Guarantor enforceable against the Issuer and the Guarantor in accordance
                  with their terms, subject to applicable bankruptcy, insolvency
                  reorganization, fraudulent conveyance and similar laws affecting
                  creditors’ rights generally, and subject, as to enforceability, to general
                  principles of equity (regardless of whether enforcement is sought
                  in a
                  proceeding in equity or at law) and to potential unenforceability
                  of
                  indemnity and contribution provisions. 

              


         

        	2.4  	
                The
                  Notes have been duly authorized by the Issuer, and when issued
                  as provided
                  in the Issuing and Paying Agent Agreement, will be duly and validly
                  issued
                  and will constitute legal, valid and binding obligations of the
                  Issuer
                  enforceable against the Issuer in accordance with their terms,
                  subject to
                  applicable bankruptcy, insolvency, reorganization, fraudulent conveyance
                  and similar laws affecting creditors’ rights generally, and subject, as to
                  enforceability, to general principles of equity (regardless of
                  whether
                  enforcement is sought in a proceeding in equity or at
                  law).

              


         

        	2.5  	
                The
                  Guarantee has been duly authorized by the Guarantor, and when the
                  Notes
                  have been issued and delivered as provided in the Issuing and Paying
                  Agent
                  Agreement, will be duly executed and delivered by, and constitute
                  the
                  legal, valid and binding obligation of, the Guarantor, enforceable
                  against
                  the Guarantor in accordance with its terms, subject to applicable
                  bankruptcy, insolvency, reorganization, fraudulent conveyance or
                  similar
                  laws affecting creditors’ rights generally, and subject, as to
                  enforceability, to general principles of equity (regardless of
                  whether
                  enforcement is sought in a proceeding in equity or at
                  law).

              


         

        	2.6  	
                The
                  offer and sale of the Notes and the Guarantee in the manner contemplated
                  hereby do not require registration of the Notes or the Guarantee
                  under the
                  Securities Act, pursuant to the exemption from registration contained
                  in
                  Section 4(2) thereof, and no indenture in respect of the Notes
                  or the
                  Guarantee is required to be qualified under the Trust Indenture
                  Act of
                  1939, as amended. 

              


         

        	2.7  	
                The
                  Notes and the Guarantee will rank at least pari passu with all
                  other
                  unsecured and unsubordinated indebtedness of the Issuer and the
                  Guarantor,
                  respectively.

              


         

        	2.8  	
                Other
                  than filing with the SEC a notice on Form D in accordance with
                  Rule 503
                  under the Securities Act, if necessary, no consent or action of,
                  or filing
                  or registration with, any governmental or public regulatory body
                  or
                  authority, including the SEC, is required to authorize, or is otherwise
                  required in connection with the execution, delivery or performance
                  of,
                  this Agreement, the Notes, the Guarantee or the Issuing and Paying
                  Agent
                  Agreement, except as may be required by the securities or Blue
                  Sky laws of
                  the various states in connection with the offer and sale of the
                  Notes.

              


         

        	2.9  	
                Neither
                  the execution and delivery of this Agreement and the Issuing and
                  Paying
                  Agent Agreement, nor the issuance of the Notes and the Guarantee
                  in
                  accordance with the Issuing and Paying Agent Agreement, nor the
                  fulfillment of or compliance with the terms and provisions hereof
                  or
                  thereof by the Issuer or the Guarantor, will (i) result in the
                  creation or
                  imposition of any mortgage, lien, charge or encumbrance of any
                  nature
                  whatsoever upon any of the properties or assets of the Issuer or
                  the
                  Guarantor, or (ii) violate or result in a breach or a default under
                  any of
                  the terms of their respective charter documents or by-laws, any
                  contract
                  or instrument to which the Issuer or the Guarantor is a party or
                  by which
                  it or its property is bound, or any law or regulation, or any order,
                  writ,
                  injunction or decree of any court or government instrumentality,
                  to which
                  the Issuer or the Guarantor is subject or by which it or its property
                  is
                  bound, which breach or default might have a material adverse effect
                  on the
                  condition (financial or otherwise), operations the Issuer or the
                  Guarantor
                  or the ability of the Issuer or the Guarantor to perform their
                  obligations
                  under this Agreement, the Notes, the Guarantee or the Issuing and
                  Paying
                  Agent Agreement.

              


         

        	2.10  	
                There
                  is no litigation or governmental proceeding pending, or to the
                  knowledge
                  of the Issuer or the Guarantor threatened, against or affecting
                  the Issuer
                  or the Guarantor or any of their respective subsidiaries which
                  would be
                  reasonably likely to result in a material adverse change in the
                  condition
                  (financial or otherwise), operations of the Issuer or the Guarantor
                  or the
                  ability of the Issuer or the Guarantor to perform their obligations
                  under
                  this Agreement, the Notes, the Guarantee or the Issuing and Paying
                  Agent
                  Agreement, as the case may be.

              


         

        	2.11  	
                Neither
                  the Issuer nor the Guarantor is an “investment company” within the meaning
                  of the Investment Company Act of 1940, as
                  amended.

              


         

        	2.12  	
                Neither
                  the Private Placement Memorandum nor the Company Information contains
                  any
                  untrue statement of a material fact or omits to state a material
                  fact
                  required to be stated therein or necessary to make the statements
                  therein,
                  in light of the circumstances under which they were made, not misleading;
                  provided that this representation does not extend to Dealer Information
                  supplied by the Dealer or any other dealer with respect to the
                  Notes or
                  any omission of such information. 

              


         

        	2.13  	
                Each
                  (a) issuance and sale of Notes by the Issuer hereunder and (b)
                  amendment
                  or supplement of the Private Placement Memorandum shall be deemed
                  a
                  representation and warranty by each of the Issuer and the Guarantor
                  to the
                  Dealer, as of the date and time thereof, that, both before and
                  after
                  giving effect to such issuance and sale and after giving effect
                  to such
                  amendment or supplement, (i) the representations and warranties
                  given by
                  the Issuer and the Guarantor set forth in this Section 2 remain
                  true and
                  correct on and as of such date and time as if made on and as of
                  such date
                  and at such time, (ii) in the case of an issuance of Notes, the
                  Notes
                  being issued on such date have been duly and validly issued and
                  constitute
                  legal, valid and binding obligations of the Issuer, enforceable
                  against
                  the Issuer in accordance with their terms, subject to applicable
                  bankruptcy, insolvency, reorganization, fraudulent conveyance and
                  similar
                  laws affecting creditors’ rights generally and subject, as to
                  enforceability, to general principles of equity (regardless of
                  whether
                  enforcement is sought in a proceeding in equity or at law) and
                  are
                  guaranteed pursuant to the Guarantee, and (iii) in the case of
                  an issuance
                  or sale of Notes, since the date of the most recent Private Placement
                  Memorandum, there has been no material adverse change in the condition
                  (financial or otherwise), or operations of the Issuer or the Guarantor
                  which has not been disclosed to the Dealer in
                  writing.

              


         

        2.14   
          Under
          the
          laws of Luxembourg, neither the Issuer nor any of its revenues, assets
          or
          properties have any right of immunity from service of process or from the
          jurisdiction of competent courts of Luxembourg or the United States or
          the State
          of New York in connection with any suit, action or proceeding, attachment
          prior
          to judgment, attachment in aid of execution of a judgment or execution
          of a
          judgment or from any other legal process with respect to its obligations
          under
          this Agreement, the Issuing and Paying Agent Agreement or the
          Notes.

         

         

        2.15   
          The
          Issuer is permitted to make all payments under this Agreement, the Issuing
          and
          Paying Agent Agreement and the Notes to holders of the Notes that are
          non-residents of Luxembourg, free and clear of and without deduction or
          withholding for or on account of any taxes or other governmental charges
          imposed
          by Luxembourg. There is no stamp or documentary tax or other charge imposed
          by
          any governmental agency having jurisdiction over the Issuer in connection
          with
          the execution, delivery, issuance, payment, performance, enforcement, or
          introduction into evidence in a court of Luxembourg of this Agreement,
          the
          Issuing and Paying Agent Agreement or any Note.

         

         

        2.16   
          The
          choice of New York law to govern this Agreement, the Guarantee, the Issuing
          and
          Paying Agent Agreement and the Notes is, under the laws of Luxembourg,
          a valid,
          effective, and irrevocable choice of law, and the submission by the Issuer
          to
          the jurisdiction of the courts of the State of New York with regard to
          this
          Agreement is valid and binding under the laws of Luxembourg.

         

         

        2.17   
          Any
          final
          judgment rendered by any court referred to in Section 7.3(a) in an action
          to
          enforce the obligations of the Issuer under this Agreement, the Issuing
          and
          Paying Agent Agreement or the Notes is capable of being enforced in the
          courts
          of Luxembourg.

         

         

        
          	 	
                  2.18

                	
                  As
                    a condition to the admissibility in evidence of this Agreement,
                    the
                    Guarantee, the Issuing and Paying Agent Agreement or the Notes
                    in the
                    courts of Luxembourg, it is not necessary that this Agreement,
                    the
                    Guarantee, the Issuing and Paying Agent Agreement or the Notes
                    be filed or
                    recorded with any court or other authority. If this Agreement,
                    the
                    Guarantee, the Issuing and Paying Agent Agreement or the Notes
                    were
                    produced in proceedings before a Luxembourg court, such court
                    may require
                    that all or part of this Agreement, the Guarantee, the Issuing
                    and Paying
                    Agent Agreement or the Notes, or any of the documents or agreements
                    referred to therein, be translated into French or German and
                    registration
                    of any such documents exhibited in any court proceedings or before
                    any
                    official authority (autorité
                    constituée)
                    in Luxembourg might be ordered, the registration tax being a
                    fixed rate of
                    12,- EUR or an ad valorem rate depending on the nature of the
                    registered
                    document.

                


        

         

         

        	3.  	
                Covenants
                  and Agreements of Issuer and the
                  Guarantor.

              


         

        Each
          of
          the Issuer and the Guarantor covenants and agrees as to itself
          that:

         

         

        	3.1  	
                The
                  Issuer and the Guarantor will give the Dealer (i) prompt notice
                  (but in
                  any event prior to any subsequent issuance or sale of Notes hereunder)
                  of
                  any amendment to, modification of or waiver with respect to, the
                  Notes,
                  the Guarantee or the Issuing and Paying Agent Agreement, including
                  a
                  complete copy of any such amendment, modification or waiver and
                  (ii) not
                  less than five nor more than 25 days’ notice of any proposed redemption of
                  the Notes.

              


         

        	3.2  	
                The
                  Issuer and the Guarantor shall, whenever there shall occur any
                  change
                  reasonably likely to result in a material adverse change in the
                  condition
                  (financial or otherwise) or operations of the Issuer or the Guarantor
                  or
                  the ability of the Issuer or Guarantor to perform their obligations
                  under
                  this Agreement, the Notes, the Guarantee or the Issuing and Paying
                  Agent
                  Agreement, as the case may be (including but not limited to any
                  downgrading or receipt of any notice of intended or potential downgrading
                  or any review for potential change in the rating accorded any of
                  the
                  Issuer’s or the Guarantor’s securities by any nationally recognized
                  statistical rating organization which has published a rating of
                  the
                  Notes), promptly, and in any event prior to any subsequent issuance
                  or
                  sale of Notes hereunder, notify the Dealer (by telephone, confirmed
                  in
                  writing) of such change, development or occurrence, or otherwise
                  make
                  publicly available information related to such change, development
                  or
                  occurrence in the ordinary course of their
                  business.

              


         

        	3.3  	
                The
                  Issuer and the Guarantor shall from time to time furnish to the
                  Dealer
                  such information as the Dealer may reasonably request. Such information
                  shall be limited to any press releases or material provided by
                  the Issuer
                  or the Guarantor to any national securities exchange or rating
                  agency,
                  regarding (i) the operations and financial condition of the Issuer
                  and the
                  Guarantor, (ii) the due authorization and execution of the Notes
                  and the
                  Guarantee, (iii) the Issuer’s ability to pay the Notes as they mature and
                  (iv) the Guarantor’s ability to fulfill its obligations under the
                  Guarantee. 

              


         

        	3.4  	
                The
                  Issuer and the Guarantor, upon the request of the Dealer, will
                  endeavor to
                  take all such action as the Dealer may reasonably request to ensure
                  that
                  each offer and each sale of the Notes will comply with any applicable
                  state Blue Sky laws; provided, however, that neither the Issuer
                  nor the
                  Guarantor shall be obligated to file any general consent to service
                  of
                  process or to qualify as a foreign corporation or other entity
                  in any
                  jurisdiction in which it is not so qualified or subject itself
                  to taxation
                  in respect of doing business in any jurisdiction in which it is
                  not
                  otherwise so subject.

              


         

        	3.5  	
                The
                  Issuer shall not issue or sell Notes hereunder until the Dealer
                  shall have
                  received (a) opinions of counsel to the Issuer and the Guarantor,
                  addressed to the Dealer, satisfactory in form and substance to
                  the Dealer,
                  (b) a copy of the executed Issuing and Paying Agent Agreement as
                  then in
                  effect, (c) a copy of the executed Guarantee, (d) a copy of the
                  resolutions adopted by the Boards of Directors of the Issuer and
                  the
                  Guarantor, satisfactory in form and substance to the Dealer and
                  certified
                  by the Manager, Director, Secretary or similar officer of the Issuer
                  and
                  the Guarantor, as the case may be, authorizing execution and delivery
                  by
                  the Issuer and the Guarantor of this Agreement, the Guarantee,
                  the Issuing
                  and Paying Agent Agreement and the Notes and consummation by the
                  Issuer
                  and the Guarantor of the transactions contemplated hereby and thereby,
                  (e)
                  prior to the issuance of any book-entry Notes represented by a
                  master note
                  registered in the name of DTC or its nominee, a copy of the executed
                  Letter of Representations among the Issuer, the Guarantor, the
                  Issuing and
                  Paying Agent and DTC and of the executed master note, (f) prior
                  to the
                  issuance of any Notes in physical form, a copy of such form (unless
                  attached to this Agreement or the Issuing and Paying Agent Agreement)
                  and
                  (g) such other certificates, opinions, letters and documents as
                  the Dealer
                  shall have reasonably requested.

              


         

        	3.6  	
                The
                  performance or compliance by the Issuer of any several obligation
                  of the
                  Guarantor under this Section 3 or any other Section of this Agreement
                  shall also be deemed to constitute performance or compliance, as
                  applicable, thereof by the Guarantor, and the performance or compliance
                  by
                  the Guarantor of any several obligations of the Issuer under this
                  Section
                  3 or any other Section of this Agreement shall also be deemed to
                  constitute performance or compliance, as applicable, thereof by
                  the
                  Issuer.

              


         

        	4.  	
                Disclosure.

                 

              


        	4.1  	
                The
                  Private Placement Memorandum and its contents (other than the Dealer
                  Information) shall be the sole responsibility of the Issuer and
                  the
                  Guarantor. The Private Placement Memorandum shall contain a statement
                  expressly offering an opportunity for each prospective purchaser
                  to ask
                  questions of, and receive answers from, the Issuer and the Guarantor
                  concerning the offering of Notes and to obtain relevant additional
                  information that the Issuer and the Guarantor possess or can acquire
                  without unreasonable effort or expense. The Dealer will not distribute
                  or
                  use any version of the Private Placement Memorandum, or any amendment
                  or
                  supplement thereto, that has not been previously approved by the
                  Issuer
                  and the Guarantor.

              


         

        	4.2  	
                Each
                  of the Issuer and the Guarantor agrees to promptly furnish the
                  Dealer the
                  Company Information as it becomes
                  available.

              


         

        	4.3  	
                (a)Each
                  of the Issuer and the Guarantor further agrees to notify the Dealer
                  promptly, or to make publicly available information in the ordinary
                  course
                  of their business, upon the occurrence of any event relating to
                  or
                  affecting the Issuer or the Guarantor that would cause the Company
                  Information then in existence to include an untrue statement of
                  a material
                  fact or to omit to state a material fact necessary in order to
                  make the
                  statements contained therein, in light of the circumstances under
                  which
                  they are made, not misleading. 

              


         

        	(b)  	
                In
                  the event that the Issuer or the Guarantor gives the Dealer notice
                  pursuant to Section 4.3(a) and the Dealer notifies the Issuer that
                  it then
                  has Notes it is holding in inventory, the Issuer and the Guarantor
                  agree
                  promptly to supplement or amend the Private Placement Memorandum
                  so that
                  the Private Placement Memorandum, as amended or supplemented, shall
                  not
                  contain an untrue statement of a material fact or omit to state
                  a material
                  fact necessary in order to make the statements therein, in light
                  of the
                  circumstances under which they were made, not misleading. The Issuer
                  and
                  the Guarantor shall make such supplement or amendment available
                  to the
                  Dealer.

              


         

        	(c)  	
                In
                  the event that (i) the Issuer or the Guarantor gives the Dealer
                  notice
                  pursuant to Section 4.3(a), (ii) the Dealer does not notify the
                  Issuer or the Guarantor that it is then holding Notes in inventory
                  and
                  (iii) the Issuer or the Guarantor chooses not to promptly amend or
                  supplement the Private Placement Memorandum in the manner described
                  in
                  clause (b) above, then all solicitations and sales of Notes shall
                  be
                  suspended until such time as the Issuer and the Guarantor have
                  so amended
                  or supplemented the Private Placement Memorandum, and made such
                  amendment
                  or supplement available to the Dealer.

              


         

         

        5. Indemnification
          and Contribution.

         

        	5.1  	
                The
                  Issuer and the Guarantor, jointly and severally, will indemnify
                  and hold
                  harmless the Dealer, each individual, corporation, partnership,
                  trust,
                  association or other entity controlling the Dealer, any affiliate
                  of the
                  Dealer or any such controlling entity and their respective directors,
                  officers, employees, partners, incorporators, shareholders, servants,
                  trustees and agents (hereinafter the “Indemnitees”) against any and all
                  liabilities, penalties, suits, causes of action, losses, damages,
                  claims,
                  costs and expenses (including, without limitation, reasonable fees
                  and
                  disbursements of counsel) or judgments of whatever kind or nature
                  (each a
                  “Claim”), imposed upon, incurred by or asserted against the Indemnitees
                  arising out of or based upon (i) any allegation that the Private
                  Placement
                  Memorandum, the Company Information or any information provided
                  by the
                  Issuer or the Guarantor to the Dealer included (as of any relevant
                  time)
                  or includes an untrue statement of a material fact or omitted (as
                  of any
                  relevant time) or omits to state any material fact necessary to
                  make the
                  statements therein, in light of the circumstances under which they
                  were
                  made, not misleading or (ii) the breach by the Issuer or the Guarantor
                  of
                  any agreement, covenant or representation made in or pursuant to
                  this
                  Agreement, except, in the case of clause (ii) above, to the extent
                  that
                  such Claim is caused by the gross negligence or willful misconduct
                  of the
                  Indemnitee. This indemnification shall not apply to the extent
                  that the
                  Claim arises out of or is based upon Dealer
                  Information.

              


         

        	5.2  	
                Provisions
                  relating to claims made for indemnification under this Section
                  5 are set
                  forth on Exhibit B to this Agreement.

              


         

        	5.3  	
                In
                  order to provide for just and equitable contribution in circumstances
                  in
                  which the indemnification provided for in this Section 5 is held
                  to be
                  unavailable or insufficient to hold harmless the Indemnitees, although
                  applicable in accordance with the terms of this Section 5, the
                  Issuer and
                  the Guarantor, jointly and severally, shall contribute to the aggregate
                  costs incurred by the Dealer in connection with any Claim in the
                  proportion of the respective economic interests of the Issuer,
                  the
                  Guarantor and the Dealer; provided, however, that such contribution
                  by the
                  Issuer and the Guarantor shall be in an amount such that the aggregate
                  costs incurred by the Dealer do not exceed the aggregate of the
                  commissions and fees earned by the Dealer hereunder with respect
                  to the
                  issue or issues of Notes to which such Claim relates. The respective
                  economic interests shall be calculated by reference to the aggregate
                  proceeds to the Issuer of the Notes issued hereunder and the aggregate
                  commissions and fees earned by the Dealer
                  hereunder.

              


         

         

        6. Definitions.

         

        	6.1  	
                “Claim”
                  shall have the meaning set forth in Section
                  5.1.

              


         

        	6.2  	
                “Company
                  Information” at any given time shall mean the Private Placement Memorandum
                  together with, to the extent applicable, (i) the Guarantor’s most recent
                  report on Form 10-K filed with the SEC and each report on Form 10-Q or 8-K
                  filed by the Guarantor with the SEC since the most recent Form
                  10-K, (ii)
                  the Guarantor’s most recent annual audited financial statements and each
                  publicly reported interim financial statement or report prepared
                  subsequent thereto, if not included in item (i) above, (iii) the
                  Guarantor’s and its affiliates’ other publicly available recent reports,
                  including, but not limited to, any publicly available filings or
                  reports
                  provided to their respective shareholders, (iv) any other information
                  or
                  disclosure of the Issuer or the Guarantor prepared pursuant to
                  Section 4.3
                  hereof and (v) any information prepared or approved by the Issuer
                  or the
                  Guarantor for dissemination to investors or potential investors
                  in the
                  Notes.

              


         

        	6.3  	
                “Dealer
                  Information” shall mean material concerning the Dealer provided by the
                  Dealer in writing expressly for inclusion in the Private Placement
                  Memorandum.

              


         

        	6.4  	
                “Exchange
                  Act” shall mean the U.S. Securities Exchange Act of 1934, as
                  amended.

              


         

        	6.5  	
                “Indemnitee”
                  shall have the meaning set forth in Section
                  5.1.

              


         

        	6.6  	
                “Institutional
                  Accredited Investor” shall mean an institutional investor that is an
                  accredited investor within the meaning of Rule 501 under the Securities
                  Act and that has such knowledge and experience in financial and
                  business
                  matters that it is capable of evaluating and bearing the economic
                  risk of
                  an investment in the Notes, including, but not limited to, a bank,
                  as
                  defined in Section 3(a)(2) of the Securities Act, or a savings
                  and loan
                  association or other institution, as defined in Section 3(a)(5)(A)
                  of the
                  Securities Act, whether acting in its individual or fiduciary
                  capacity.

              


         

        	6.7  	
                “Issuing
                  and Paying Agent Agreement” shall mean the issuing and paying agent
                  agreement described on the cover page of this Agreement, as such
                  agreement
                  may be amended or supplemented from time to
                  time.

              


         

        	6.8  	
                “Issuing
                  and Paying Agent” shall mean the party designated as such on the cover
                  page of this Agreement, as issuing and paying agent under the Issuing
                  and
                  Paying Agent Agreement, or any successor thereto in accordance
                  with the
                  Issuing and Paying Agent Agreement.

              


         

        	6.9  	
                “New
                  York Business Day” shall mean any day other than a Saturday or Sunday that
                  is neither a legal holiday nor a day on which banking institutions
                  are
                  authorized or required by law, executive order or regulation to
                  be closed
                  in New York City.

              


         

        	6.10  	
                “Non-bank
                  fiduciary or agent” shall mean a fiduciary or agent other than (a) a bank,
                  as defined in Section 3(a)(2) of the Securities Act, or (b) a savings
                  and
                  loan association, as defined in Section 3(a)(5)(A) of the Securities
                  Act.

              


         

        	6.11  	
                “Private
                  Placement Memorandum” shall mean offering materials prepared in accordance
                  with Section 4 (including materials referred to therein or incorporated
                  by
                  reference therein, if any) provided to purchasers and prospective
                  purchasers of the Notes, and shall include amendments and supplements
                  thereto which may be prepared from time to time in accordance with
                  this
                  Agreement (other than any amendment or supplement that has been
                  completely
                  superseded by a later amendment or
                  supplement).

              


         

        	6.12  	
                “QIBs”
                  shall have the meaning set forth in Section
                  1.6(a).

              


         

        	6.13  	
                “Qualified
                  Institutional Buyer” shall have the meaning assigned to that term in Rule
                  144A under the Securities Act.

              


         

        	6.14  	
                “Regulation
                  T” shall mean Regulation T issued by the Board of Governors of the
                  Federal
                  Reserve System pursuant to the Exchange
                  Act.

              


         

        	6.15  	
                “Rule
                  144A” shall mean Rule 144A under the Securities
                  Act.

              


         

        	6.16  	
                “SEC”
                  shall mean the U.S. Securities and Exchange
                  Commission.

              


         

        	6.17  	
                “Securities
                  Act” shall mean the U.S. Securities Act of 1933, as
                  amended.

              


         

        7. General
          

         

        	7.1  	
                Unless
                  otherwise expressly provided herein, all notices under this Agreement
                  to
                  parties hereto shall be in writing and shall be effective when
                  received at
                  the address of the respective party set forth in the Addendum to
                  this
                  Agreement.

              


         

        	7.2  	
                This
                  Agreement shall be governed by and construed in accordance with
                  the laws
                  of the State of New York, without regard to its conflict of laws
                  provisions.

              


         

        	7.3  	
                (a)Each
                  of the Issuer and the Guarantor agrees that any suit, action or
                  proceeding
                  brought by the Issuer or the Guarantor against the Dealer in connection
                  with or arising out of this Agreement or the Notes or the offer
                  and sale
                  of the Notes shall be brought solely in the United States federal
                  courts
                  located in the Borough of Manhattan or the courts of the State
                  of New York
                  located in the Borough of Manhattan. EACH OF THE DEALER, THE ISSUER
                  AND
                  THE GUARANTOR WAIVES ITS RIGHT TO TRIAL BY JURY IN ANY SUIT, ACTION
                  OR
                  PROCEEDING WITH RESPECT TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
                  HEREBY.

              


         

        
          	 	
                  (b)

                	
                  The
                    Issuer hereby irrevocably accepts and submits to the non-exclusive
                    jurisdiction of each of the aforesaid courts in personam, generally
                    and
                    unconditionally, for itself and in respect of its properties,
                    assets and
                    revenues, with respect to any suit, action or proceeding in connection
                    with or arising out of this
                    Agreement.

                


        

         

        
          	 	
                  (c)

                	
                  The
                    Issuer hereby irrevocably designates, appoints and empowers CT
                    Corporation
                    System, with offices at 111 Eighth Avenue, New York, New York
                    10011, as
                    its designee, appointee and agent to receive, accept and acknowledge
                    for
                    and on its behalf, and its properties, assets and revenues, service
                    for
                    any and all legal process, summons, notices and documents which
                    may be
                    served in any such action, suit or proceeding brought in the
                    courts listed
                    in Section 7.3(a) which may be made on such designee, appointee
                    and agent
                    in accordance with legal procedures prescribed for such courts,
                    with
                    respect to any suit, action or proceeding in connection with
                    or arising
                    out of this Agreement or the Notes or the offer and sale of the
                    Notes. If
                    for any reason such designee, appointee and agent hereunder shall
                    cease to
                    be available to act as such, the Issuer agrees to designate a
                    new
                    designee, appointee and agent in The City of New York on the
                    terms and for
                    the purposes of this Section 7.3 satisfactory to the Dealer.
                    The Issuer
                    further hereby irrevocably consents and agrees to the service
                    of any and
                    all legal process, summons, notices and documents out of any
                    of the
                    aforesaid courts in any such action, suit or proceeding by serving
                    a copy
                    thereof upon the agent for service of process referred to in
                    this Section
                    7.3 (whether or not the appointment of such agent shall for any
                    reason
                    prove to be ineffective or such agent shall accept or acknowledge
                    such
                    service) or by mailing copies thereof by registered or certified
                    airmail,
                    postage prepaid, to it at its address specified in or designated
                    pursuant
                    to this Agreement. The Issuer agrees that the failure of any
                    such
                    designee, appointee and agent to give any notice of such service
                    to it
                    shall not impair or affect in any way the validity of such service
                    or any
                    judgment rendered in any action or proceeding based thereon.
                    Nothing
                    herein shall in any way be deemed to limit the ability of the
                    holders of
                    any Notes or the Dealer to serve any such legal process, summons,
                    notices
                    and documents in any other manner permitted by applicable law
                    or to obtain
                    jurisdiction over the undersigned or bring actions, suits or
                    proceedings
                    against the undersigned in such other jurisdictions, and in such
                    other
                    manner, as may be permitted by applicable law. The Issuer hereby
                    irrevocably and unconditionally waives any objection which it
                    may now or
                    hereafter have to the laying of venue of any of the aforesaid
                    actions,
                    suits or proceedings arising out of or in connection with this
                    Agreement
                    brought in the courts listed in Section 7.3(a) and hereby further
                    irrevocably and unconditionally waives and agrees not to plead
                    or claim in
                    any such court that any such action, suit or proceeding brought
                    in any
                    such court has been brought in an inconvenient
                    forum.

                


        

         

        
          	 	
                  (d)

                	
                  To
                    the extent that the Issuer or any of its properties, assets or
                    revenues
                    may have or may hereafter become entitled to, or have attributed
                    to them,
                    any right of immunity, on the grounds of sovereignty or otherwise,
                    from
                    any legal action, suit or proceeding in connection with or arising
                    out of
                    this Agreement or the Notes or the offer and sale of the Notes,
                    from the
                    giving of any relief in any thereof, from setoff or counterclaim,
                    from the
                    jurisdiction of any court, from service of process, from attachment
                    upon
                    or prior to judgment, from attachment in aid of execution of
                    judgment, or
                    from execution of judgment, or other legal process or proceeding
                    for the
                    giving of any relief or for the enforcement of any judgment,
                    in any
                    jurisdiction in which proceeding may at any time be commenced,
                    with
                    respect to its obligations, liabilities or any other matter under
                    or
                    arising out of or in connection with this Agreement, the Issuing
                    and
                    Paying Agent Agreement or the Notes, the Issuer hereby irrevocably
                    and
                    unconditionally waives, and agrees for the benefit of the Dealer
                    and any
                    holder from time to time of the Notes not to plead or claim,
                    any such
                    immunity, and consent to such relief and
                    enforcement.

                


        

         

        	7.4  	
                This
                  Agreement may be terminated, at any time, by the Issuer, upon one
                  New York
                  Business Day’s prior notice to such effect to the Dealer, or by the Dealer
                  upon one New York Business Day’s prior notice to such effect to the Issuer
                  and the Guarantor. Any such termination, however, shall not affect
                  the
                  obligations of the Issuer and the Guarantor under Sections 5 and
                  7.3
                  hereof or the respective representations, warranties, agreements,
                  covenants, rights or responsibilities of the parties made or arising
                  prior
                  to the termination of this Agreement.

              


         

        	7.5  	
                This
                  Agreement is not assignable by any party hereto without the written
                  consent of the other parties; provided, however, that the Dealer
                  may
                  assign its rights and obligations under this Agreement to any affiliate
                  of
                  the Dealer.

              


         

        	7.6  	
                This
                  Agreement may be signed in any number of counterparts, each of
                  which shall
                  be an original, with the same effect as if the signatures thereto
                  and
                  hereto were upon the same instrument.

              


         

        	7.7  	
                This
                  Agreement is for the exclusive benefit of the parties hereto, and
                  their
                  respective permitted successors and assigns hereunder, and shall
                  not be
                  deemed to give any legal or equitable right, remedy or claim to
                  any other
                  person whatsoever; provided,
                  however,
                  that Sections 7.3(b), (c) and (d) and Section 7.8 are hereby specifically
                  and exclusively acknowledged to also be for the benefit of the
                  holders
                  from time to time of the Notes, as third-party
                  beneficiaries.

              


         

        7.8          
          (a) Any
          payments to the Dealer hereunder or to any holder from time to time of
          Notes
          shall be in United States dollars and shall be free of, and without withholding
          for or on account of, any taxes or other governmental charges of any nature
          whatsoever imposed by Luxembourg (“Taxes”), unless the Issuer or the Guarantor,
          as the case may be, is required to withhold any such Taxes by Luxembourg
          law (or
          the interpretation or administration thereof). In the event that the Issuer
          or
          the Guarantor is so required to withhold any such Taxes from any payments
          to the
          Dealer hereunder or to any holder from time to time of Notes, the Issuer
          or the
          Guarantor, as the case may be, will (x) withhold and pay such Taxes and
          (y) pay
          such additional amounts to the Dealer or such holder, as the case may be,
          which,
          after such withholding of such Taxes (including any withholding of such
          Taxes in
          respect of additional amounts) shall equal the amount the Dealer or such
          holder
          would have received if such Taxes had not been withheld; provided, however,
          that
          the Issuer and the Guarantor shall not be required to pay any such additional
          amounts with respect to any payment to the Dealer or to any holder of a
          Note on
          account of (i) any Taxes that would not have been so imposed or withheld
          but for
          the existence of any present or former personal or business connection
          between
          the Dealer or such holder or the beneficial owner of such Note, as the
          case may
          be, and Luxembourg other than the mere receipt of such payment or the ownership
          or holding of such Note; (ii) any estate, inheritance, gift, sales, value
          added,
          transfer, stamp, excise or personal property Tax or any similar Tax; (iii)
          any
          Taxes that are payable otherwise than by withholding from a payment to
          the
          Dealer or to such holder or the beneficial owner of such Note; (iv) any
          Taxes
          imposed or withheld as a result of the failure of the Dealer or such holder
          or
          the beneficial owner of such Note, as the case may be, to duly and timely
          comply
          with any applicable certification, information, identification, documentation
          or
          other reporting requirements concerning the nationality, residence, identity
          or
          connection with Luxembourg of the Dealer or such holder or the beneficial owner
          of such Note, as the case may be, or to make any valid or timely declaration
          or
          similar claim, if such compliance or such declaration or similar claim
          is
          required by a statute, treaty, regulation or administrative practice of
          Luxembourg as a precondition to relief or exemption from all or part of
          such
          Taxes; (v) any Taxes which would not have been so imposed or withheld but
          for
          the presentation of such Note for payment on a date more than 10 days after
          the
          date on which such payment became due and payable or the date on which
          payment
          is duly provided for, whichever occurs later; (vi) any Taxes required to
          be
          withheld pursuant to a law in effect as of the date hereof, including any
          withholding under the European Council Directive 2003/48/EC or any other
          Directive on the taxation of savings implementing the conclusions of the
          ECOFIN
          council meeting of 26th-27th November, 2000, or any law implementing or
          complying with, or introduced in order to conform to, such Directive; (vii)
          any
          Taxes required to be withheld by any paying agent from any payment in respect
          of
          such Note if such payment could be made without such withholding by at
          least one
          other paying agent; or (viii) any Taxes imposed on or withheld from a payment
          to
          such holder if such holder is not the beneficial owner of such Note or
          is a
          fiduciary, partnership, limited liability company or other similar entity,
          but
          only to the extent that a beneficial owner of such Note, a beneficiary
          or
          settlor with respect to such fiduciary or member of such partnership, limited
          liability company or similar entity would not have been entitled to the
          payment
          of additional amounts had such beneficial owner, settlor, beneficiary or
          member
          received directly its beneficial or distributive share of such payment.
          The
          Issuer and the Guarantor will promptly pay any documentary tax or other
          similar
          governmental charges imposed by Luxembourg in connection with the execution,
          delivery, payment or performance of this Agreement, the Guarantee, the
          Issuing
          and Paying Agent Agreement or the Notes and shall indemnify and hold harmless
          the Dealer and each holder of Notes from all liabilities arising from any
          failure to pay, or delay in paying, such taxes or charges.

         

         

        
          	 	
                  (b)

                	
                  Each
                    of the Issuer and the Guarantor agrees to indemnify and hold
                    harmless the
                    Dealer and each holder from time to time of Notes against any
                    loss
                    incurred by the Dealer or such holder as a result of any judgment
                    or order
                    being given or made for any amount due hereunder and such judgment
                    or
                    order being expressed and paid in a currency (the “Judgment Currency”)
                    other than United States dollars and as a result of any variation
                    as
                    between (i) the rate of exchange at which the United States dollar
                    amount
                    is converted into the Judgment Currency for the purpose of such
                    judgment
                    or order, and (ii) the rate of exchange at which the Dealer or
                    such holder
                    is able to purchase United States dollars with the amount of
                    Judgment
                    Currency actually received by the Dealer or such holder. The
                    foregoing
                    indemnity shall constitute separate and independent obligations
                    of the
                    Issuer and the Guarantors and shall continue in full force and
                    effect
                    notwithstanding any such judgment or order as aforesaid. The
                    term “rate of
                    exchange” shall include any premiums and costs of exchange payable in
                    connection with the purchase of, or conversion into, the relevant
                    currency.

                


        

         

         

        7.9     
          Each
          of
          the Issuer, the Guarantor and the Dealer acknowledges and agrees that
          (i) the purchase and sale of the Notes pursuant to this Agreement is an
          arm’s-length commercial transaction between the Issuer, on the one hand, and
          the
          Dealer, on the other, and (ii) in connection therewith and with the process
          leading to such transaction the Dealer is acting (and shall at all times
          continue to act) solely as a principal and not the agent of the Issuer
          or the
          Guarantor.

         

        This
          Agreement supersedes all prior agreements and understandings (whether written
          or
          oral) between the Issuer, the Guarantor and the Dealer, or any of them,
          with
          respect to the subject matter hereof.

         

        IN
          WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
          as
          of the date and year first above written.

         

        
          	
                   

                  The
                    Procter & Gamble Company,

                  as
                    Guarantor

                	
                   

                  ____________________,

                  as
                    Dealer

                
	
                   

                   

                	
                   

                   

                
	
                   

                  By:_____________________________

                   

                	
                   

                  By:
                    ____________________________

                   

                
	
                   

                  Name:
                    __________________________

                   

                	
                   

                  Name:
                    __________________________

                   

                
	
                   

                  Title:
                    ___________________________

                   

                	
                   

                  Title:
                    Authorized
                    Signatory

                   

                
	
                   

                   

                   

                   

                  Procter
                    & Gamble International Funding S.C.A.,

                  as
                    Issuer

                
	
                   

                   

                
	
                   

                  By:
                    _____________________________

                   

                
	
                   

                  Name:
                    __________________________

                   

                
	
                   

                  Title:
                    ____________________________