Agreement for Standby Letters of Credit

Applicants will, jointly and severally, reimburse Citibank, on demand, for the amount of each payment Citibank makes against a corresponding demand under each Credit. Reimbursement shall be due on the day on which Citibank makes such payment under each Credit.

Applicants will, jointly and severally, pay Citibank (a) commissions and fees on each Credit at such rates and times as set forth in the fee letter dated as of the date hereof (as amended from time to time, the “Fee Letter” ) between Applicants and Citibank, and (b) on demand, all reasonable out-of-pocket expenses which Citibank may pay or incur in connection with each Credit.

All amounts due from Applicants shall be paid to Citibank at 399 Park Avenue, New York, New York 10043 (or such other address notified to Applicants in writing), without defense, set-off, cross-claim or counterclaim of any kind, in U.S. Dollars and in same day funds, provided that if the amount due is based on Citibank’s payment in a currency other than U.S. Dollars, Applicants will, jointly and severally, pay the equivalent of such amount in U.S. Dollars computed at Citibank’s market selling rate for cable transfers to the place where, and in the currency in which, Citibank paid such amount, or, at Citibank’s reasonable request in accordance with normal banking procedures, Applicants will, jointly and severally, pay in such other currency, place, form and manner as Citibank finds reasonably acceptable. Applicants’ obligations to make payments in U.S. Dollars shall not be satisfied by any tender, or any recovery by Citibank pursuant to any judgment, which is

expressed in or converted into any currency other than U.S. Dollars, except to the extent that Citibank may in accordance with normal banking procedures convert such currency on the Business Day after such tender or recovery into U.S. Dollars in the full amount of U.S. Dollars payable under this Agreement. Any amount not paid when due shall bear interest until paid in full at a daily fluctuating interest rate per annum equal to two percent per annum above the rate of interest announced publicly from time to time by Citibank in New York as Citibank’s Base Rate. After an Event of Default shall have occurred and be continuing, each Applicant authorizes Citibank to charge any account of such Applicant for any amount when due in accordance with Section 17. Unless otherwise agreed in writing as to any Credit and subject to any other provision of this Agreement, all computations of commissions, fees and interest shall be based on a 360-day year and actual days elapsed.

If Citibank determines that the introduction or effectiveness of, or any change in, any law or regulation or compliance with any guideline or request from any central bank or other government or quasi-government authority (whether or not having the force of law) affects or would affect the amount of capital or reserves required or expected to be maintained by Citibank or any corporation controlling Citibank and Citibank determines that the amount of such capital or reserve is increased by or based upon the existence of any Credit, then Applicants shall, jointly and severally, pay Citibank on demand from time to time additional amounts sufficient in Citibank’s judgment to compensate for the increase. Citibank’s certificate as to amounts due shall be conclusive, in the absence of manifest error.

All payments made to Citibank shall be made free and clear of and without deduction for any present or future taxes, levies, imposts, deductions, charges, or withholdings, and all related liabilities, excluding income taxes imposed by the jurisdiction of Citibank’s head office or the office issuing any Credit (all non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities are called “Taxes” ). If any Taxes shall be required by law to be withheld or deducted from or in respect of any sum payable under this Agreement, (a) the sum payable under this Agreement shall be increased as may be necessary so that after making all required withholding or deductions Citibank receives an amount equal to the sum Citibank would have received had no such withholding or deductions been required, (b) Applicants shall be jointly and severally responsible for payment of the amount to the relevant taxing authority, (c) Applicants shall jointly and severally indemnify Citibank on demand for any Taxes paid by Citibank and any liability (including penalties, interest and expenses) arising from such payment or in respect of such Taxes, whether or not such Taxes were correctly or legally asserted, and (d) Applicants shall provide Citibank with the original or a certified copy of the receipt evidencing each Tax payment within 30 days of the tax payment date.

Applicants will jointly and severally indemnify and hold Citibank and its officers, directors, affiliates, employees, attorneys and agents (each, an “Indemnified Party” ) harmless from and against any and all claims, liabilities, losses, damages, costs and expenses, including reasonable attorneys’ fees and disbursements, other dispute resolution expenses (including reasonable fees and expenses in preparation for a defense of any investigation, litigation or proceeding) and costs of collection that arise out of or in connection with: (a) the issuance of any Credit, (b) any payment or action taken or omitted to be taken in connection with any Credit (including any action or proceeding seeking (i) to restrain any drawing under any Credit, (ii) to compel or restrain the payment of any amount or the taking of any other action under any Credit, (iii) to compel or restrain the taking of any action under this Agreement, or (iv) to obtain similar relief (including by way of interpleader, declaratory judgment, attachment or otherwise), regardless of who the prevailing party is in any such action or proceeding) or (c) the enforcement of this Agreement, except in each of (a) through (c) above, to the extent such claim, liability, loss, damage,

cost or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct. Applicants will, jointly and severally, pay on demand from time to time all amounts owing under this section.

Applicants’ obligations under this Agreement (the “Obligations” ) shall be unqualified, irrevocable and payable in the manner and method provided for under this Agreement irrespective of: (i) any lack of validity or enforceability of this Agreement, any Credit, or any other agreement, application, amendment, guaranty, document, or instrument relating thereto, (ii) any change in the time, manner or place of payment of or in any other term of all or any of the Obligations of any Applicant or the obligations of any person or entity that guarantees the Obligations, (iii) the existence of any claim, set-off, defense or other right that any Applicant may have at any time against any beneficiary or any transferee of any Credit (or any person or entity for whom any such beneficiary or transferee may be acting), Citibank or any other person or entity, whether in connection with any transaction contemplated by this Agreement or any unrelated transaction, or any claim by Citibank or any Applicant against the beneficiary of any Credit for breach of warranty, (iv) any exchange, release or non-perfection of any collateral or release or amendment or waiver of or consent to departure from the terms of any guarantee or security agreement, for all or any of the Obligations, (v) any draft, or other document presented under any Credit being forged, fraudulent or invalid or any statement therein being untrue or inaccurate, (vi) any failure by Citibank to issue any Credit (or any amendment thereto) in the form requested by or agreed with Applicants, unless Citibank receives written notice from Applicants of such failure within three business days after Applicants shall have received a copy of such Credit (or such amendment) and such failure is material and consequential, (vii) any previous Obligation, whether or not paid, arising from Citibank’s payment against any draft, certificate or other document which appeared on its face to be signed or presented by the proper party but was in fact signed or presented by a party posing as the proper party, (viii) payment by Citibank under any Credit against presentation of a draft or other document that does not comply with the terms and conditions of such Credit unless Citibank receives written notice from Applicants

of such discrepancy within five business days following Applicants’ receipt of such draft or other document, and (ix) any action or inaction taken or suffered by Citibank or any of its affiliates or correspondents in connection with any Credit or any relevant draft, certificate or other document, if taken in Good Faith (as defined in Article 5 of the New York Uniform Commercial Code).

Without limiting any other provision of this Agreement, Citibank: (i) may rely upon any oral, telephonic, telegraphic, facsimile, electronic, written or other communication believed in Good Faith to have been authorized by any Applicant, whether or not given or signed by an authorized person, (ii) shall not be responsible for errors, omissions, interruptions or delays in transmission or delivery of any message, advice or document in connection with any Credit, whether transmitted by courier, mail, telex, any other telecommunication, or otherwise, or for errors in interpretation of technical terms or in translation (and Citibank and its correspondents may transmit Credit terms without translating them), (iii) shall not be responsible for the identity or authority of any signer or the form, accuracy, genuineness, falsification or legal effect of any draft, certificate or other document presented under any Credit if such draft, certificate or other document on its face appears to comply with the terms and conditions of such Credit, (iv) shall not be responsible for any acts or omissions by or the solvency of the beneficiary of any Credit, (v) may accept or pay as complying with the terms and conditions of any Credit any draft, certificate or other document appearing on its face (A) substantially to comply with the terms and conditions of such Credit, (B) to be signed or presented by or issued to any successor of the beneficiary or any other person in whose name such Credit requires or authorizes that any draft, certificate or other document be signed, presented or issued, including any administrator, executor, personal representative, trustee in bankruptcy, debtor in possession, liquidator, receiver, or successor by merger or consolidation, or any other person or entity purporting to act as the representative of or in place of any of the foregoing, or (C) to have been signed, presented or issued after a change of name of any such beneficiary, (vi) may disregard (A) any requirement stated in any Credit that any draft, certificate or other document be presented to it at a particular hour or place and (B) any discrepancies that do not reduce the value of the relevant beneficiary’s performance to any Applicant in any transaction underlying any Credit, (vii) may

accept as a “draft” any written or electronic demand or other request for payment under any Credit, even if such demand or other request is not in the form of a negotiable instrument, (viii) shall not be responsible for the effectiveness or suitability of any Credit for any Applicant’s purpose, or be regarded as the drafter of such Credit regardless of any assistance that Citibank may, in its discretion, provide to any Applicant in preparing the text of such Credit or amendments thereto, (ix) shall not be liable to any Applicant for any consequential or special damages, or for any damages resulting from any change in the value of any foreign currency, services or goods or other property covered by any Credit, (x) may assert or waive application of any UCP or ISP (in each case, as defined below) article primarily benefiting bank issuers, (xi) may honor a previously dishonored presentation under any Credit, whether pursuant to court order, to settle or compromise any claim that it wrongfully dishonored or otherwise and shall be entitled to reimbursement to the same extent as if it had initially honored plus reimbursement of any interest paid by it and (xii) is authorized (but shall not be required) to disregard any non-documentary conditions stated in any Credit. None of the circumstances described in this section shall place Citibank or any of its affiliates or correspondents under any resulting liability to any Applicant.

Applicants acknowledge that the rights and obligations of Citibank under each Credit are independent of the existence, performance or nonperformance of any contract