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COMMERCIAL PAPER ISSUING AND PAYING
AGENT
AGREEMENT
Agreement, dated as of October 23, 2006, between Citibank, N.A.,
a national banking association, having an office at 388 Greenwich
Street, New York, New York 10013 ("Citibank") and Procter &
Gamble International Funding S.C.A., a société en
commandite par actions organized under the laws of the Grand
Duchy of Luxembourg, having a registered office at 5 rue
Eugène Ruppert, L-2453 Luxembourg, RCS Luxembourg B 114 825
(the "Issuer") and The Procter & Gamble Company, a corporation
organized under the laws of the State of Ohio, having an office at
One Procter & Gamble Plaza, Cincinnati, Ohio 45202 (the
"Guarantor").
WITNESSETH:
THAT WHEREAS, the Issuer and the Guarantor wish
to appoint Citibank as their agent in connection with the issuance
and payment of certain short-term promissory notes of the Issuer
described below and Citibank wishes to accept such appointment,
each on the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the
premises and of the agreements hereinafter set forth, the parties
hereby agree as follows:
Section 1. Appointment and
Acceptance
The Issuer and the Guarantor hereby appoint Citibank as their
agent in connection with the issuance and payment of certain Notes
(as defined below) of the Issuer, and Citibank agrees to act as
such upon the terms and conditions set forth in this Agreement.
Section 2. Form of
Notes
The short-term promissory notes to be issued by the Issuer and
guaranteed by the Guarantor hereunder shall mean promissory notes
of the Issuer, offered for sale in a transaction which is exempt
from registration under Section 4(2) of the Securities Act of 1933,
as amended (the "1933 Act), and having maturities of 397 days or
less and will be book-entry notes only represented by a master note
issued with a restrictive legend and executed by the Issuer and the
Guarantor in connection with the book-entry commercial paper
program of The Depository Trust Issuer ("DTC") or other depository
(book-entry notes herein called the "Notes" and individually a
"Note").
Section 3. Issuance of Notes;
Authorized Agents
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(A)
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Pursuant to the Citi Direct for Securities On Line User
Agreement (the "Agreement") with Citibank,
Citibank will accept issuance and payment instructions for the
Notes through Citi Direct for Securities-Issuing and Paying Agent
North America ("CIPANA") from certain officers and employees of the
Issuer, the Guarantor, dealers, or others authorized by the Issuer
or the Guarantor to access CIPANA (the "Authorized Agents"). Upon
receipt of such instructions, the following will occur:
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If an Authorized Agent specifies that a Note shall be issued in
book-entry form represented by a master note, the Authorized Agent
shall transmit its instructions through CIPANA in accordance with
the standard prevailing book-entry Note program procedures of the
DTC. The release by an Authorized Agent of the issuance
instructions to the DTC shall consititute the issuance of a
book-entry Note.
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(B) The Authorized Agents shall not instruct
Citibank to issue any Note with a maturity date which is (i)
greater than the tenor allowable under the applicable law or (ii) a
day on which Citibank’s or, the appropriate
depository’s offices in New York, New York are not open for
business. If applicable under this Agreement, Commercial Paper
Notes ("CPNs") shall have maturities of 397 days or less.
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(C)
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The Issuer, the Guarantor or in the case of their dealers, the
dealer, will supply Citibank with an incumbency certificate listing
the names of the Authorized Agents together with specimens of their
signatures. Until Citibank receives a subsequent incumbency
certificate from the Issuer or the dealer, as the case may be,
Citibank shall be entitled to rely on the last such certificate
delivered to it for purposes of determining the Authorized
Agents.
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Section 4. Delivery of Notes
and Payment for Note
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(A)
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All Notes shall be delivered in accordance with DTC rules.
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(B)
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All funds to be used in payment for Notes are to be credited to
the Issuer’s account number 40804505 at Citibank (the
"Issuer’s Account"). This account may be changed upon written
instruction from the Issuer or the Guarantor, accepted by
Citibank.
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Section 5. Payment of Notes
at Maturity
Citibank agrees to effect payment on the Issuer’s or
Guarantor’s behalf by debiting the Issuer’s Account in
the amount of the face value amount of such Note, plus interest, if
applicable, and to enter appropriate notations of payment. The
Issuer and the Guarantor agree to maintain a sufficient credit
balance in said account to pay each Note at maturity.
The Issuer and the Guarantor acknowledge that nothing in this
Agreement shall obligate Citibank to extend credit, grant financial
accommodation, or otherwise advance funds to the Issuer or the
Guarantor for the purpose of making any such payments or part
thereof or otherwise effecting such transactions.
Section 6.
Instructions
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(A)
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The Issuer and the Guarantor understand that all instructions,
whether in telephone or in writing, are to be directed to
Citibank’s Agency and Trust Department. Notwithstanding the
foregoing, any instructions initially provided by the Issuer or the
Guarantor via telephone shall be followed immediately by written
instructions. Instructions transmitted through computer terminals
(including CIPANA) or by facsimile shall be considered written
instructions for the purpose of this Agreement.
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(B)
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All instructions with respect to the issuance of Notes must be
given via computer terminal (including CIPANA) by 1:00 p.m. New
York time.
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(C)
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Prepayment instructions and cancellations of a previous issuance
instruction will be accepted for book-entry issuances from an
Authorized Agent if received by Citibank by 2:00 p.m. and, in the
case of facsimile instructions, only after a confirming telephone
call back to another Authorized Agent of the entity which gave the
instruction. Regarding CPNs, notice that the Issuer will not redeem
any Notes on the relevant Initial Redemption Date ("as defined in
the applicable Commercial Paper Note Announcement") must be
received in writing by Citibank by 11:00 a.m., New Yo
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