STANDBY LETTER OF CREDIT AGREEMENT

the Bank of issuing or maintaining the Credit (which increase in cost shall be calculated in accordance with the Bank’s reasonable averaging and attribution methods) or to reduce the rate of return on the Bank’s capital as a consequence of its obligations under the Credit to a level below that which the Bank could have achieved but for such circumstances, then the Applicants shall pay to the Bank within 10 days of demand such additional amount or amounts as shall compensate the Bank for such increase in cost or reduction in rate of return. A certificate of the Bank as to such additional amount or amounts shall be conclusive, absent manifest error.

5.   Any and all payments made by any Applicant hereunder shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, excluding taxes on or based on the overall net income of the Bank (all such non-excluded taxes, levies, imposts, deductions, charges and withholdings being hereinafter referred to as “Taxes”). If an Applicant shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder to the Bank, (a) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Paragraph) the Bank receives an amount equal to the sum it would have received had no such deductions been required and (b) such Applicant shall pay the full amount deducted to the relevant taxing authority in accordance with applicable law and shall provide the B ank with the original or a certified copy of the receipt evidencing such payment.

6.   Should any of the following events (each an “Event of Default”) occur, the Applicants shall pay to the Bank, on demand, for application to drawings under the Credit the entire amount thereof which has not been drawn: (a) the Applicants fail to make payment when due of any amount payable under this Agreement and such failure continues unremedied for at least 3 days, (b) any representation made in any financial statement or in any certificate or other writing delivered to the Bank by or on behalf of any Applicant in connection with this Agreement or the Credit is in any material respect false or misleading when made, (c) an event of default under, and as defined in, the 364-Day Credit Agreement dated as of June 25, 2003 among the Applicants, as account parties and guarantors, various lenders parties thereto and JPMorgan Chase Bank, as administrative agent (the “Credit Agreement”) occurs and is continuing; or (d) the Applicants o r any of them fail to observe or perform any covenant, condition or agreement in the Credit Agreement or in any amendment thereof, supplement thereto or replacement therefor and, in the case of covenants, conditions and agreements other than negative covenants, such failure continues unremedied for at least 20 days after notice thereof from the Bank. Any amount so paid which has not been drawn at the expiration of the Credit shall be repaid to the Applicants, without interest, upon the payment in full of all other amounts owing hereunder.

7.   Promptly after the occurrence of an Event of Default or an event which with the giving of notice or the passage of time, or both, would constitute an Event of Default, the Applicants shall notify the Bank of such event, together with a statement setting forth the actions being taken by the Applicants to remedy the same.

8.   The Applicants agree to reimburse all reasonable attorney’s fees paid or incurred by the Bank in the enforcement of its rights and remedies hereunder.

9.   The Applicants agree at all times to protect, indemnify and save harmless the Bank from and against any and all losses, claims, demands, liabilities, damages, costs, charges, counsel fees and other expenses which the Bank may at any time incur by reason of the issuance and performance of the Credit except to the extent resulting from the Bank’s gross negligence or willful misconduct.

10.   Each Applicant hereby consents to the non-exclusive jurisdiction of any court of record in the City of New York or of the United States District Court for the Southern District of New York for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Agreement or the Credit, and service of process by the Bank in any such suit, action, proceeding or judgment may be made by mailing a copy thereof to such Applicant at its address set forth in Paragraph 14 below. The Applicant also waives any claim that New York County or the Southern District of New York is an inconvenient forum.

11.   THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH NEW YORK LAW.

12.   No failure on the part of the Bank to exercise, and no delay in exercising, any right, remedy or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by the Bank of any right, remedy or power hereunder preclude any other or future exercise of any other right, remedy or power. Each and every right,