AMENDMENT TO $17B 364-DAY REVOLVING CREDIT AGREEMENT

EXHIBIT (10-14)

Amended Revolving Credit Agreement among Procter & Gamble International S.a.r.1 and a
syndicate of banks led by Citigroup

EXECUTION VERSION

AMENDMENT TO $17B 364-DAY REVOLVING CREDIT AGREEMENT

As of January 31, 2008

          Reference is made to the $17B 364-Day Revolving Credit Agreement, dated as of July 27, 2005 (as amended as of July 30, 2006, as further amended as of December 7, 2006, as further amended as of August 17, 2007 and as may be further amended, supplemented or otherwise modified prior to the date hereof, the “ Credit Agreement ”) among The Procter & Gamble Company, an Ohio corporation (“ P&G ”), Procter & Gamble International S.A.R.L., a société a responsibility é limitée organized under the laws of the Grand Duchy of Luxembourg. Procter & Gamble Holding (HK) Limited, a company organized and existing under the laws of Hong Kong, Procter & Gamble International Operations S.A., a company organized and existing under the laws of Switzerland, the Additional Borrowers party thereto (collectively, the “ Borrowers ”), the Lenders party thereto, Citibank, N.A., as administrative agent for such Lenders (the “ Agent ”), JPMorgan Chase Bank, N.A., as syndication agent, and ABN Amro Bank N.V., Deutsche Bank Securities Inc. and HSBC Bank USA, National Association, as
co-documentation agents. Capitalized terms not otherwise defined in this Amendment shall have the same meanings as specified therefor in the Credit Agreement.

PRELIMINARY STATEMENTS

          The Lenders have agreed to make and have made loans and other extensions of credit to the Borrowers under the Credit Agreement. The Borrowers have requested and, on the Amendment Effective Date (as hereinafter defined), the Lenders will have agreed, that certain provisions of the Credit Agreement be amended and otherwise modified in the manner provided for herein.

          As of the date hereof, (i) the aggregate outstanding principal amount of Tranche B Advances owing to Procter & Gamble Financial Services (“ PGFS ”) is $11,829,490,971.68, of which $9,811,779,061.19 have an Interest Period that ends on January 31, 2008 (the “ First Refinancing Date ”) and of which $2,071,711,910.49 have an Interest Period that ends on February 5, 2008 (the “ Second Refinancing Date ”), (ii) PGFS has an outstanding Tranche B Commitment of $12,100,000,000 and (iii) no Lender other than PGFS has an outstanding Tranche B Commitment or Tranche B Advances owing to it. Each of the First Refinancing Date and the Second Refinancing Date are referred to herein as a “ Refinancing Date ”, as the context may require.

           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. On the First Refinancing Date, so long as the Amendment Effective Date has occurred, up to $9,811,779,061.19 of the outstanding Tranche B Advances shall be refinanced into and shall constitute obligations solely of one or more of the Borrowers under an agreement (the “ Intercompany Loan Agreement ”) entered into or concurrently to be entered into solely by and among such Borrowers and PGFS and/or any of its affiliates. On the Second Refinancing Date, so long as the Amendment Effective Date has occurred, all of the Tranche B Advances that remain outstanding on such date shall be refinanced into and shall constitute obligations solely under the Intercompany Loan Agreement. On each Refinancing Date, after giving effect to the refinancing consummated on such date, the parties acknowledge and agree that (i) the Tranche B Advances so refinanced on such date shall no longer be governed by the Credit Agreement or any other Loan Document, (ii) no Lender shall have any interest in any Tranche B Advances so refinanced on such date (except as otherwise provided in Section 2 below) and (iii) the Agent shall have no further duties or obligations to PGFS under or in respect of any of the Tranche B Advances so refinanced on such date. It

is understood and agreed that, on or prior to the Second Refinancing Date, P&G may (and intends to) deliver a notice pursuant to Section 2.01(c) of the Credit Agreement on or prior to the Second Refinancing Date that reallocates all or a portion of the Tranche B Commitments (which shall then be unused) to additional Tranche A Commitments.

          SECTION 2. Conditions Precedent to the Effectiveness of this Amendment. This Amendment shall become effective as of the date first above written (the “Amendment Effective Date”) when (i) P&G, the Required Lenders and the Agent shall have executed this Amendment and (ii) the Initial Borrower, or P&G on its behalf, shall have notified the Agent that the Intercompany Loan Agreement has become effective.

          SECTION 3. 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 hereby. Except as amended 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 6. Execution in Counterparts. This Amendment may be executed by one or more of the parties hereto in any number of separate counterparts and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page of this Amendment by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof. A set of the copies of this Amendment signed by all the parties shall be lodged with P&G and the Agent.

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

[signature pages follow]

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

EXECUTION COPY

AMENDMENT TO REVOLVING CREDIT AGREEMENT

As of August 17, 2007

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

PRELIMINARY STATEMENTS

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

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

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

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

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

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

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

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

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

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

[signature pages follow]

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

EXECUTION COPY

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

364-DAY REVOLVING CREDIT AGREEMENT

Dated as of June 27, 2005, as amended as of July 30, 2006, as further amended as of December 7, 2006
and as further amended as of August 17, 2007

among

THE PROCTER & GAMBLE COMPANY,
PROCTER & GAMBLE INTERNATIONAL S.A.R.L.,
PROCTER & GAMBLE HOLDING (HK) LIMITED,
PROCTER & GAMBLE INTERNATIONAL OPERATIONS S.A., and
THE ADDITIONAL BORROWERS (AS DEFINED HEREIN)
as Borrowers

and

THE LENDERS PARTY HERETO
as Lenders

and

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

and

JPMORGAN CHASE BANK, N.A.
as Syndication Agent

and

ABN AMRO BANK N.V., DEUTSCHE BANK AG, NEW YORK BRANCH and
HSBC BANK USA, NATIONAL ASSOCIATION
as Co-Documentation Agents

TABLE OF CONTENTS

TABLE OF CONTENTS
(Continued)

$17,000,000,000
364-DAY REVOLVING CREDIT AGREEMENT

Dated as of July 27, 2005,

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

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

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

     SECTION 1.01 Certain Defined Terms .

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

     “ Act ” has the meaning specified in Section 8.16.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

     “ GAAP ” has the meaning specified in Section 1.03.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

     “ Permitted Mortgages ” means the following types of Mortgages:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

     “ Sub-Agent ” means Citibank International plc.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

     “ Yen ” means the lawful currency of Japan.

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

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

ARTICLE II

AMOUNTS AND TERMS OF THE ADVANCES

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

Advances denominated in Dollars (or the Equivalent in any other applicable Optional Currency thereof), or, if less, an aggregate amount equal to the amount by which the aggregate amount of a proposed Competitive Bid Borrowing requested by any Borrower exceeds the aggregate amount of Competitive Bid Advances offered to be made by the Lenders and accepted by such Borrower in respect of such Competitive Bid Borrowing, if such Competitive Bid Borrowing is made on the same date as such Tranche A Borrowing) and shall consist of Tranche A Advances of the same Type made on the same day by the Lenders ratably according to their respective Tranche A Commitments; provided that such minimum amount shall not apply with respect to any Revolving Credit Advances made in accordance with the provisions of Sections 2.04(b) or 2.07(c). Within the limits of each Lender’s Tranche A Commitment, each Borrower may borrow under this Section 2.01(a), prepay pursuant to Section 2.10 and reborrow under this Section 2.01(a).

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

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

     SECTION 2.02 Making the Revolving Credit Advances.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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 (or the Equivalent in any other Optional Currency thereof) and, following the making of each Competitive Bid Borrowing, the Borrowers shall be in compliance with the limitation set forth in the proviso to the first sentence of Section 2.03(a).

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

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

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

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

     SECTION 2.04 Facility Fees .

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

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