exv10w4






Exhibit 10.4




July 10, 2009




Bank of America, N.A., as Collateral Agent

Mail Code: TX1-492-14-11

901 Main Street

Dallas, Texas 75202

Attention:      Ronaldo Naval





			
	      Re:	 	Intercreditor and Collateral Agency Agreement, dated as of September 10, 2008
among Bank of America, N.A., as Collateral Agent, Bank of America, N.A., as
Administrative Agent on behalf of the Lenders, the Noteholders party thereto and the
Term Loan Lender party thereto (the “Intercreditor Agreement”; capitalized terms used
in this letter and not defined herein shall have the meaning given to them in the
Intercreditor Agreement)





Gentlemen:




     This letter is given to you pursuant to Section 5.7 of the Intercreditor Agreement and
evidences the consent of the undersigned Creditors for the Collateral Agent to release the
Collateral Agent’s security interest in all assets of certain Subsidiaries of the Borrower and any
equity interests owned by the Borrower or other Debtors in such Subsidiaries in connection with the
sale of such assets and equity interests upon the sale of such assets as previously disclosed to
the Creditors in the Company’s Second Quarter 2009 Update to the Lenders and Noteholders dated June
15, 2009 and June 19, 2009, respectively, and in connection with proposed amendments to the Bank
Credit Agreement, the Note Agreements and the Term Loan Agreement to be dated on or about the date
of this letter.



	 





	 	 	 	 	 	 	 
	 	 	Sincerely yours,	 	 
	 
	 	 	 	 	 	 
	 	 	BANK OF AMERICA, N.A., as Administrative Agent	 	 
	 
	 	 	 	 	 	 
	 	 	Bartenstein, Irene Bertozzi
[irene.bertozzi.bartenstein@bankofamerica.com]	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Irene Bertozzi Bartenstein
 

	 	 
	 

	 	 	 	Name: Irene Bertozzi Bartenstein	 	 
	 

	 	 	 	Title: SVP	 	 
	 
	 	 	 	 	 	 
	 	 	BANK OF AMERICA, N.A.
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Irene Bertozzi Bartenstein	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Irene Bertozzi Bartenstein	 	 
	 

	 	 	 	Title: SVP	 	 






1









 






	 	 	 	 	 	 	 
	 	 	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Victor Pierzchalski
 

	 	 
	 

	 	 	 	Name: Victor Pierzchalski	 	 
	 

	 	 	 	Title: Authorized Signatory	 	 
	 
	 	 	 	 	 	 
	 	 	KEYBANK, NATIONAL ASSOCIATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Brian P. Fox	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Brian P. Fox	 	 
	 

	 	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	NATIONAL CITY BANK OF PENNSYLVANIA
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Thomas S. Sherman	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Thomas S. Sherman	 	 
	 

	 	 	 	Title: SVP	 	 






	 	 	 	 	 	 	 
	 	 	CALYON NEW YORK BRANCH, in its capacity
as a Lender and the Term Loan Lender
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Joseph Philbin
 

Name: Joseph Philbin
	 	 
	 

	 	 	 	Title: Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Blake Wright	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Blake Wright	 	 
	 

	 	 	 	Title: Managing Director	 	 
	 
	 	 	 	 	 	 
	 	 	SUNTRUST BANK	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Robert M. Sander	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Robert M. Sander	 	 
	 

	 	 	 	Title: Vice President	 	 






2









 






	 	 	 	 	 	 	 
	 	 	FIFTH THIRD BANK	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Robert M. Sander
 

Name: Robert M. Sander
	 	 
	 

	 	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	COMERICA BANK	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Mark J. Leveille
 

Name: Mark J. Leveille
	 	 
	 

	 	 	 	Title: Vice President Comerica Bank	 	 
	 
	 	 	 	 	 	 
	 	 	METROPOLITAN LIFE INSURANCE COMPANY	 	 
	 
	 	 	 	 	 	 
	 	 	METLIFE INSURANCE COMPANY OF CONNECTICUT	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	METROPOLITAN LIFE INSURANCE

COMPANY, ITS INVESTMENT

MANAGER	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Judith A. Gulotta
 

Name: Judith A. Gulotta
	 	 
	 

	 	 	 	Title: Managing Director	 	 
	 
	 	 	 	 	 	 
	 	 	TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Roi G. Chandy
 

Name: Roi G. Chandy
	 	 
	 

	 	 	 	Title: Director	 	 
	 
	 	 	 	 	 	 
	 	 	AXA EQUITABLE LIFE INSURANCE COMPANY	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Amy Judd
 

Name: Amy Judd
	 	 
	 

	 	 	 	Title: Investment Officer	 	 






3









 






	 	 	 	 	 	 	 
	 	 	MONY LIFE INSURANCE COMPANY	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Amy Judd	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Amy Judd	 	 
	 

	 	 	 	Title: Investment Officer	 	 
	 
	 	 	 	 	 	 
	 	 	THE VARIABLE ANNUITY LIFE INSURANCE COMPANY	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	AIG Global Investment Corp., investment advisor	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Victoria Y. Chin	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Victoria Y. Chin	 	 
	 

	 	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	THE GUARDIAN LIFE INSURANCE COMPANY OF AMERICA	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Thomas M. Donohue	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Thomas M. Donohue	 	 
	 

	 	 	 	Title: Managing Director	 	 
	 
	 	 	 	 	 	 
	 	 	MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Babson Capital Management LLC as Investment Adviser	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Emeka O. Onukwugha	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Emeka O. Onukwugha	 	 
	 

	 	 	 	Title: Managing Director	 	 






4









 






	 	 	 	 	 	 	 
	 	 	C.M. LIFE INSURANCE COMPANY	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Babson Capital Management LLC

as Investment Adviser	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Emeka O. Onukwugha	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Emeka O. Onukwugha	 	 
	 

	 	 	 	Title: Managing Director	 	 
	 
	 	 	 	 	 	 
	 	 	PRIMERICA LIFE INSURANCE COMPANY	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Conning Asset Management Company,
 as Investment Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Samuel Otchere	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Samuel Otchere	 	 
	 

	 	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	CUNA MUTUAL INSURANCE SOCIETY	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	MEMBERS Capital Advisors, Inc.,
 acting as
Investment Advisor	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ John W. Petchler	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: John W. Petchler	 	 
	 

	 	 	 	Title: Managing Director, Private Placements	 	 
	 
	 	 	 	 	 	 
	 	 	CUMIS INSURANCE SOCIETY, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	MEMBERS Capital Advisors, Inc.,
 acting as Investment Advisor	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ John W. Petchler	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: John W. Petchler	 	 
	 

	 	 	 	Title: Managing Director, Private Placements	 	 






5









 






	 	 	 	 	 	 	 
	 	 	THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Richard A Strait	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Richard A Strait	 	 
	 

	 	 	 	Title: Its Authorized Representative	 	 
	 
	 	 	 	 	 	 
	 	 	DEUTSCHE BANK TRUST COMPANY AMERICAS	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Erin Morrissey	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Erin Morrissey	 	 
	 

	 	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Evelyn Thierry	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Evelyn Thierry	 	 
	 

	 	 	 	Title: Vice President	 	 







6