REVOLVING CREDIT AGREEMENT

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

REVOLVING CREDIT AGREEMENT

Dated as of July 27, 2005

among

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

THE ADDITIONAL BORROWERS (AS DEFINED HEREIN)

as the Borrowers

and

THE LENDERS PARTY HERETO

as Lenders

and

CITIBANK, N.A.

as Administrative Agent

and

CITIGROUP GLOBAL MARKETS INC.

as Sole Lead Arranger and Sole Book Runner

and

JPMORGAN CHASE BANK, N.A.

as Syndication Agent

and

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

as co-Documentation Agents

TABLE OF CONTENTS

Page

SECTION 1.01    Certain Defined Terms

SECTION 1.02    Computation of Time Periods

SECTION 1.03    Accounting Terms

SECTION 2.01    The Revolving Credit Advances

SECTION 2.02    Making the Revolving Credit Advances

SECTION 2.03    Competitive Bid Facility

SECTION 2.04    Facility Fee

SECTION 2.05    Termination or Reduction of the Commitments

SECTION 2.06    Repayment of Advances

SECTION 2.07    Interest on Revolving Credit Advances

SECTION 2.08    Interest Rate Determination

SECTION 2.09    Optional Conversion of Advances

SECTION 2.10    Prepayments

SECTION 2.11    Increased Costs

SECTION 2.12    Illegality

SECTION 2.13    Payments and Computations

SECTION 2.14    Taxes

SECTION 2.15    Sharing of Payments, Etc

SECTION 2.16    Use of Proceeds

SECTION 2.17    Evidence of Debt

SECTION 2.18    Call Right of Affiliates

SECTION 3.01    Conditions Precedent to Initial Borrowing

SECTION 3.02    Conditions Precedent to Each Borrowing

SECTION 3.03    Determinations Under Section 3.01

SECTION 4.01    Representations and Warranties of the Borrowers

SECTION 5.01    Affirmative Covenants

SECTION 5.02    Negative Covenants

SECTION 6.01    Events of Default

SECTION 6.02    Remedies

SECTION 7.01    Authorization and Action

SECTION 7.02    Agent’s Reliance, Etc

SECTION 7.03    Citibank and Affiliates

SECTION 7.04    Lender Credit Decision

SECTION 7.05    Indemnification

SECTION 7.06    Successor Agent

SECTION 7.07    Sub-Agent

SECTION 7.08    Other Agents

SECTION 8.01    Amendments, Etc

SECTION 8.02    Notices, Etc

SECTION 8.03    No Waiver; Remedies

SECTION 8.04    Costs and Expenses

SECTION 8.05    Right of Set-off

SECTION 8.06    Binding Effect

SECTION 8.07    Assignments and Participations

SECTION 8.08    Confidentiality

SECTION 8.09    Judgment Currency

SECTION 8.10    Additional Borrowers; Assumption of Advances

SECTION 8.11    Governing Law

SECTION 8.12    Jurisdiction

SECTION 8.13    Execution in Counterparts

SECTION 8.14    Waiver of Jury Trial

SECTION 8.15    Patriot Act

Schedules

Exhibits

$24,000,000,000

REVOLVING CREDIT AGREEMENT

Dated as of July 27, 2005

PROCTER & GAMBLE INTERNATIONAL S.A.R.L., a société à responsabilité limitée organized under the laws of the Grand Duchy of Luxembourg (the " Initial Borrower " and, together with the Additional Borrowers (as hereinafter defined), collectively, the " Borrowers "), the LENDERS PARTY HERETO, CITIBANK, N.A., as administrative agent for such Lenders (together with any successor thereto appointed pursuant to Article VII, the " Agent "), CITIGROUP GLOBAL MARKETS INC., as sole lead arranger and sole book runner, JPMORGAN CHASE BANK, N.A., as syndication agent, and ABN AMRO BANK N.V. and DEUTSCHE BANK SECURITIES INC., as co-documentation agents, agree as follows:

ARTICLE I  

DEFINITIONS AND ACCOUNTING TERMS

    SECTION 1.01     Certain Defined Terms .

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

    " Act " has the meaning specified in Section 8.15.

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

    " Advance " means a Revolving Credit Advance or a Competitive Bid Advance by a Lender to a Borrower as part of a Borrowing, and refers to a Base Rate Advance or a Eurocurrency Rate Advance (each of which shall be a " Type " of Advance).

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

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

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

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

    " Applicable Margin " means, as of any date, (a) for Base Rate Advances, 0.000% per annum and (b) for Eurocurrency Rate Advances, 0.060% per annum.

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

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

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

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

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

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

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

    " Borrowing " means a Revolving Credit Borrowing or a Competitive Bid Borrowing.

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

    " Business Day " means a day of the year on which banks are not required or authorized by law to close in New York City and, if the applicable Business Day relates to any Eurocurrency Rate Advances, on which dealings are carried on in the London interbank market (or, in the case of an Advance denominated in Euros, on which the Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET) System is open).

    " Closing Date " has the meaning specified in Section 3.01.

    " Collateral " has the meaning specified in Section 1 of the Pledge Agreement

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

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

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

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

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

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

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

    " Confidential Information " means information that the Company or any Loan Party furnishes to the Agent or any Lender on a confidential basis or that a reasonable Person would conclude is confidential or proprietary, but does not include any such information that is or becomes generally available to the public or that is or becomes available to the Agent or such Lender from a source other than any of the Loan Parties, the Company or any of their Affiliates or any of their respective advisors.

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

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

    " Convert ", " Conversion " and " Converted " each refers to a conversion of Advances of one Type into Advances of the other Type pursuant to Section 2.08 or 2.09.

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

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

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

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

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

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

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

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

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

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

    " EURIBO Rate " means, for any Interest Period, the rate per annum (rounded upward to the nearest whole multiple of 1/100 of 1% per annum, if such average is not such a multiple) appearing on Page 248 of the Moneyline Telerate Service (or on any successor or substitute page) as the London interbank offered rate for deposits in Euro at approximately 11:00 A.M. (London time) on the Business Day immediately preceding the commencement of such Interest Period, for a term comparable to such Interest Period or, if for any reason such rate is not available, the average (rounded upward to the nearest whole multiple of 1/100 of 1% per annum, if such average is not such a multiple) of the respective rates per annum at which deposits in Euros are offered by the principal office of each of the Reference Banks in London, England to prime banks in the London interbank market at 11:00 A.M. (London time) on the Business Day immediately preceding the first day of such Interest Period in an amount substantially equal to such Reference Bank’s Eurocurrency Rate Advance comprising part of such Borrowing to be outstanding during such Interest Period and for a period equal to such Interest Period, subject, however, to the provisions of Section 2.08.

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

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

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

    " Eurocurrency Rate " means, for any Interest Period for each Eurocurrency Rate Advance comprising part of the same Borrowing, (a) in the case of any Advance denominated in Dollars, the rate per annum (rounded upward to the nearest whole multiple of 1/100 of 1% per annum) appearing on Moneyline Telerate Markets Page 3750 (or on any successor or substitute page) as the London interbank offered rate for deposits in Dollars at approximately 11:00 A.M. (London time) on the Business Day immediately preceding the first day of such Interest Period, for a term comparable to such Interest Period or, if for any reason such rate is not available, the average (rounded upward to the nearest whole multiple of 1/100 of 1% per annum, if such average is not such a multiple) of the rate per annum at which deposits in Dollars is offered by the principal office of each of the Reference Banks in London, England to prime banks in the London interbank market at 11:00 A.M. (London time) on the Business Day immediately preceding the first day of such Interest Period in an amount substantially equal to such Reference Bank’s Eurocurrency Rate Advance comprising part of such Borrowing to be outstanding during such Interest Period and for a period equal to such Interest Period or, (b) in the case of any Advance denominated in Euros, the EURIBO Rate. If the Moneyline Telerate Markets Page 3750 (or on any successor or substitute page) is unavailable, the Eurocurrency Rate for any Interest Period for each Eurocurrency Rate Advance comprising part of the same Borrowing shall be determined by the Agent on the basis of applicable rates furnished to and received by the Agent from the Reference Banks on the Business Day immediately preceding the first day of such Interest Period, subject, however, to the provisions of Section 2.08.

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

    " Events of Default " has the meaning specified in Section 6.01.

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

    " Existing Agent " means Merrill Lynch Capital Corporation, in its capacity as agent under the Existing Credit Agreement.

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

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

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

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

    " GAAP " has the meaning specified in Section 1.03.

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

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

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

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

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

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

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

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

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

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

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

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

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

    " Loan Documents " means, collectively, this Agreement, each Note, if any, each Borrower Accession Agreement, the Registration Rights Agreement, each Guaranty Agreement and the Pledge Agreement.

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

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

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

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

    " Moody’s " means Moody’s Investors Service, Inc.

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

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

    " Note " means a Revolving Credit Note or a Competitive Bid Note, as context may require.

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

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

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

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

    " Permitted Mortgages " means the following types of Mortgages:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

    " Process Agent " has the meaning specified in Section 8.12.

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

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

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

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

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

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

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

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

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

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

    " Sub-Agent " means Citibank International plc.

    " Subsidiary " of any Person means any corporation, partnership, joint venture, limited liability company, trust or estate of which (or in which) more than 50% of (a) the issued and outstanding capital stock having ordinary voting power to elect a majority of the Board of Directors of such corporation (irrespective of whether at the time capital stock of any other class or classes of such corporation shall or might have voting power upon the occurrence of any contingency), (b) the interest in the capital or profits of such limited liability company, partnership or joint venture or (c) the beneficial interest in such trust or estate is at the time directly or indirectly owned or controlled by such Person, by such Person and one or more of its other Subsidiaries or by one or more of such Person’s other Subsidiaries.

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

    " Termination Date " means the earlier of (a) July 27, 2008 and (b) the date of termination in whole of the aggregate Commitments pursuant to Section 2.05 or 6.02.

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

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

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

    " Type " has the meaning specified in the definition of " Advance " in Section 1.01.

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

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

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

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

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

    SECTION 1.02     Computation of Time Periods .

    In this Agreement in the computation of periods of time from a specified date to a later specified date, the word "from" means "from and including" and the words "to" and "until" each mean "to but excluding".

    SECTION 1.03     Accounting Terms .

All accounting terms not specifically defined herein shall be construed in accordance with generally accepted accounting principles consistent with those applied in the preparation of the financial statements referred to in Section 4.01(e) (" GAAP ").

ARTICLE II   

AMOUNTS AND TERMS OF THE ADVANCES

    SECTION 2.01     The Revolving Credit Advances .

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

    SECTION 2.02     Making the Revolving Credit Advances.

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

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

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

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

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

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

    SECTION 2.03     Competitive Bid Facility .

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

(i)  Any Borrower may request a Competitive Bid Borrowing under this Section 2.03 by delivering to the Agent (and, in the case of a Competitive Bid Borrowing not consisting of Fixed Rate Advances or Eurocurrency Rate Advances to be denominated in Dollars, simultaneously to the Sub-Agent), by telephone or Email, confirmed promptly in writing, or by telecopier, a notice of a Competitive Bid Borrowing (a " Notice of Competitive Bid Borrowing "), in substantially the form of Exhibit A-2 hereto, specifying therein (A) the requested date of such proposed Competitive Bid Borrowing (which shall be a Business Day), (B) the requested aggregate amount and Optional Currency of such proposed Competitive Bid Borrowing, (C) whether such proposed Competitive Bid Borrowing shall consist of Fixed Rate Advances or Eurocurrency Rate Advances, (D) in the case of a Competitive Bid Borrowing consisting of (1) Eurocurrency Rate Advances, the requested Interest Period for each such Eurocurrency Rate Advance and (2) Fixed Rate Advances, the requested maturity date for repayment of each such Fixed Rate Advance (which maturity date may not be earlier than the date occurring seven days after the date of such proposed Competitive Bid Borrowing or later than the earlier of (x) 360 days after the date of such proposed Competitive Bid Borrowing and (y) the Termination Date), (E) the requested interest payment date or dates for each Competitive Bid Advance comprising part of such proposed Competitive Bid Borrowing, (F) whether or not the Competitive Bid Advances comprising such proposed Competitive Bid Borrowing may be prepaid and, if so, whether with or without penalty, (G) the address and account number of such Borrower to which the proceeds of such proposed Competitive Bid Borrowing are to be advanced, (H) whether the proceeds of such Competitive Bid Borrowing will be used for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System) and (I) the requested other terms, if any, to be applicable to such proposed Competitive Bid Borrowing, not later than (I) 9:00 A.M. (New York City time) at least two Business Days prior to the date of the proposed Competitive Bid Borrowing, if such Borrower shall specify in the related Notice of Competitive Bid Borrowing that the rates of interest to be offered by the Lenders shall be fixed rates per annum (the Advances comprising any such Competitive Bid Borrowing, which shall be denominated in Dollars or Euros, being referred to herein as " Fixed Rate Advances ") (II) 9:00 A.M. (New York City time) three Business Days preceding the date of the proposed Competitive Bid Borrowing in the case of a Competitive Bid Borrowing consisting of Eurocurrency Rate Advances denominated in Dollars, and (III) 2:00 P.M. (New York City time) three Business Days preceding the date of the proposed Competitive Bid Borrowing in the case of a Competitive Bid Borrowing consisting of Eurocurrency Rate Advances denominated in Euros. Each Notice of Competitive Bid Borrowing shall be irrevocable and binding on the Borrower that requested such Competitive Bid Borrowing. The Agent or the Sub-Agent, as the case may be, shall in turn promptly notify each Lender of each request for a Competitive Bid Borrowing received by it from any Borrower by sending such Lender a copy of the related Notice of Competitive Bid Borrowing.

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

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

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

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

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

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

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

(b)  Each Competitive Bid Borrowing shall be in an aggregate amount of not less than $10,000,000, in respect of Revolving Credit Advances denominated in Dollars, or (euro)10,000,000, in respect of Revolving Credit Advances denominated in Euros and, following the making of each Competitive Bid Borrowing, the Borrowers shall be in compliance with the limitation set forth in the proviso to the first sentence of Section 2.03(a).

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

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

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

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

    SECTION 2.04     Facility Fee .

 (a)  The Initial Borrower agrees to pay to the Agent for the account of each Lender a facility fee in Dollars on the aggregate amount of such Lender’s Commitment, from the Closing Date in the case of each Initial Lender and from the effective date specified in the Assignment and Acceptance pursuant to which it became a Lender in the case of each other Lender until the Termination Date, at a rate per annum equal to 0.025% per annum, payable in arrears quarterly on the last day of each March, June, September and December, commencing September 30, 2005, and on the Termination Date.

(b)  Unless the Initial Borrower shall have notified the Agent in writing on or before 9:00 A.M. (New York City time) on the Business Day immediately preceding the last day of each March, June, September and December, commencing September 30, 2005, and the Termination Date, that it will pay, in cash, the Facility Fee that is due and payable by it on such date, the Lenders will be deemed to have made Revolving Credit Advances on such date in an amount equal to the Facility Fee that would otherwise be due and payable on such date, which Revolving Credit Advances shall, unless the Initial Borrower has otherwise notified the Agent in writing on or before such Business Day, be a Eurocurrency Rate Advance denominated in Dollars having an initial Interest Period of one month. Each Revolving Credit Advance made pursuant to this Section 2.04(a)(ii) shall be deemed (A) to have made pursuant to the Commitments and shall be subject to the limitation that the aggregate outstanding principal amount of the Revolving Credit Advances may at no time exceed the Commitments then in effect and (B) not to have been used for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System).

    SECTION 2.05     Termination or Reduction of the Commitments.

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

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

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

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

    SECTION 2.06     Repayment of Advances .

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

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

    SECTION 2.07     Interest on Revolving Credit Advances .

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

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

(ii)   Eurocurrency Rate Advances . During such periods as such Revolving Credit Advance is a Eurocurrency Rate Advance, a rate per annum equal at all times during each Interest Period for such Advance to the sum of (x) the Eurocurrency Rate for such Interest Period for such Advance plus (y) the Applicable Margin in effect from time to time plus (z) the Utilization Fee, if any, in effect from time to time, payable in arrears on each Interest Payment Date with respect to such Eurocurrency Rate Advance.

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

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

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

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

(c)   Capitalization of Interest . Anything contained in this Agreement to the contrary notwithstanding, unless the appropriate Borrower has notified the Agent in writing on or before 9:00 A.M. (New York City time) on the Business Day immediately preceding any Interest Payment Date or date of a prepayment pursuant to Section 2.10(b)(i), that it will pay, in cash, the interest applicable to any Revolving Credit Advance, including any applicable Utilization Fee, that is due and payable by it on such Interest Payment Date in accordance with Section 2.07(a) or on such prepayment date in accordance with Section 2.10(b)(i), as applicable, the Lenders will be deemed to have made Revolving Credit Advances on such Interest Payment Date or prepayment date, as applicable, in an amount equal to the aggregate amount of interest, including any applicable Utilization Fee, that would otherwise be due and payable on such date, which Revolving Credit Advance shall, unless such Borrower has otherwise notified the Agent in writing on or before such Business Day, (i) be of the same Type and Optional Currency as the Advance (the " Reference Advance ") in respect of which such interest (including any applicable Utilization Fee) shall have accrued (in each case after giving effect to any Conversion of the Reference Advance on such Interest Payment Date), and (ii) if such Revolving Credit Advance is a Eurocurrency Rate Advance, have an initial Interest Period of the same duration as the Interest Period commencing on such Interest Payment Date with respect to the Reference Advance. Each Revolving Credit Advance made pursuant to this Section 2.07(c) shall be deemed (A) to have been made pursuant to the Commitments and shall be subject to the limitation that the aggregate outstanding principal amount of the Advances may at no time exceed the Commitments then in effect, and (B) to have been used for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System) if the related Reference Advance was used for the purpose of purchasing or carrying margin stock.

    SECTION 2.08     Interest Rate Determination .

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

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

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

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

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

(f)  If either, with respect to Eurocurrency Rate Advances denominated in Dollars, the Moneyline Telerate Markets Page 3750, or, with respect to Eurocurrency Rate Advances denominated in Euros, the Page 248 of the Moneyline Telerate Service, is unavailable and, in each such case, fewer than two Reference Banks furnish timely information to the Agent for determining the applicable Eurocurrency Rate,

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

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

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

    SECTION 2.09     Optional Conversion of Advances .

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

    SECTION 2.10     Prepayments .

 (a)  Optional .  Each Borrower may, upon at least three Business Days notice to the Agent stating the proposed date and aggregate principal amount of the prepayment, and if such notice is given such Borrower shall, prepay the outstanding principal amount of the Advances comprising part of the same Borrowing in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided , however , that (i) each partial prepayment shall be in an aggregate principal amount of $10,000,000, in respect of each prepayment of Advances denominated in Dollars, or (euro)10,000,000, in respect of each prepayment of Advances denominated in Euros, and in an integral multiples of $1,000,000 or (euro)1,000,000, as applicable, in excess thereof, and (ii) in the event of any such prepayment of a Eurocurrency Rate Advance, such Borrower shall be obligated to reimburse the Lenders in respect thereof pursuant to Section 8.04(c). Notwithstanding anything in the previous sentence to the contrary, no Borrower may prepay any Competitive Bid Advances other than in accordance with Section 2.03(d).

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