LETTER AMENDMENT

Exhibit 10.299

EXECUTION COPY

LETTER AMENDMENT

Dated as of August 3, 2007

To the banks, financial institutions

and other institutional lenders

(collectively, the “Lenders”) parties

to the Credit Agreement referred to

below and to Citicorp USA, Inc., as agent

(the “Agent”) for the Lenders

Ladies and Gentlemen:

We refer to the Credit Agreement (364-Day Commitment) dated as of June 15, 2007 (the “Credit Agreement”) among the undersigned and you. Capitalized terms not otherwise defined in this Letter Amendment have the same meanings as specified in the Credit Agreement.

It is hereby agreed by you and us as follows:

The definition of “Minimum Stockholders’ Equity” in Section 1 of the Credit Agreement is, effective as of the date of this Letter Amendment, hereby amended in full to read as follows:

Minimum Stockholders’ Equity:		As of the Closing Date, and the last day of each fiscal quarter thereafter, the greater of:
		(a)    $1,800,000,000, or (b)    the sum of – (i)        $1,800,000,000, plus (ii)        50% of the sum of cumulative Net Earnings for each fiscal quarter commencing with the fiscal quarter ended September 30, 2007.

The Borrower hereby certifies that, as of the date hereof, the representations and warranties contained in Section 5 of the Credit Agreement are correct and no Default or an Event of Default has occurred and is continuing.

This Letter Amendment shall become effective as of the date first above written when, and only when, the Agent shall have received counterparts of this Letter Amendment executed by the undersigned and the Required Lenders. This Letter Amendment is subject to the provisions of Section 10.1 of the Credit Agreement.

On and after the effectiveness of this Letter Amendment, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the Notes to “the Credit Agreement”, “thereunder”, “thereof” or words

of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement, as amended by this Letter Amendment.

The Credit Agreement and the Notes, as specifically amended by this Letter Amendment, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. The execution, delivery and effectiveness of this Letter Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Agent under the Credit Agreement, nor constitute a waiver of any provision of the Credit Agreement.

If you agree to the terms and provisions hereof, please evidence such agreement by executing and returning at least two counterparts of this Letter Amendment to Xxxxx X. Xxxxxx, Xxxxxxxx & Sterling LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000.

This Letter Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Letter Amendment by telecopier shall be effective as delivery of a manually executed counterpart of this Letter Amendment.

This Letter Amendment shall be governed by, and construed in accordance with, the laws of the State of California.

Very truly yours,
THE XXXXXXX XXXXXX CORPORATION
By		/s/ Xxxxxx X. Xxxxx
		Name:		Xxxxxx X. Xxxxx
		Title:		Senior Vice President and Treasurer

Agreed as of the date first above written:

CITICORP USA, INC.,
as Agent and as Lender
By:		/s/ Xxxxx Xxx
Name: Xxxxx Xxx
Title:   Vice President
BANK OF AMERICA, N.A.
By:		/s/ Xxxxxxxx Xxxxxxx
Name: Xxxxxxxx Xxxxxxx
Title:   Senior Vice President

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CALYON NEW YORK BRANCH
By:		/s/ Xxxxxxxxx Xxxxx
Name: Xxxxxxxxx Xxxxx
Title:   Managing Director
By:		/s/ Xxxxxx Xxxxxxx
Name: Xxxxxx Xxxxxxx
Title:   Vice President
JPMORGAN CHASE BANK, N.A.
By:		/s/ Xxxxxxx Xxxxxx
Name: Xxxxxxx Xxxxxx
Title:   Managing Director
LLOYDS TSB BANK PLC
By:		/s/ Xxxxxxx X. Xxxxxxxx
Name: Xxxxxxx X. Xxxxxxxx
Title:   Managing Director
By:		/s/ Xxxxxx X. Xxxxxxxxxx
Name: Xxxxxx X. Xxxxxxxxxx
Title:   Associate Director
BNP PARIBAS
By:		/s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title:   Managing Director
By:		/s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title:   Director

NORDDEUTSCHE LANDESBANK GIROZENTRALE,

NEW YORK AND/OR CAYMAN ISLANDS BRANCH

By:

Name:

Title:

By:

Name:

Title:

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PNC BANK, NATIONAL ASSOCIATION
By:		/s/ Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title:   Managing Director

XXXXX FARGO BANK, NATIONAL ASSOCIATION

By:		/s/ Xxxx XxXxxxxx
Name: Xxxx XxXxxxxx
Title:   Senior Vice President/Loan Team Manager
WESTLB AG, NEW YORK BRANCH
By:		/s/ Xxxxx Xxxxxxxx
Name: Xxxxx Xxxxxxxx
Title:    Director
By:		/s/ Dee Xxx Xxxxx
Name: Dee Xxx Xxxxx
Title:   Managing Director
BANK OF HAWAII
By:		/s/ Xxxxxx X. Xxxxxxxx
Name: Xxxxxx X. Xxxxxxxx
Title:   Vice President

COMMERZBANK AG NEW YORK AND GRAND CAYMAN BRANCHES

By:		Xxxxxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx
Title:   Senior Vice President
By:		/s/ Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title:   Vice President
DEUTSCHE BANK AG NEW YORK BRANCH
By:		/s/ Xxxxxxx Xxxxxx
Name: Xxxxxxx Xxxxxx
Title:   Managing Director
By:		/s/ Xxxxxxx Xxxxx
Name: Xxxxxxx Xxxxx
Title:   Director

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XXXXXX X.X.
By:		/s/ Xxxxx Haven
Name: Xxxxx Haven
Title:   Managing Director
HSBC BANK USA, N.A.
By:		/s/ Xxxxxx Xxxxxxxxxxx
Name: Xxxxxx Xxxxxxxxxxx
Title:   Senior Vice President
MELLON BANK, N.A.
By:		/s/ Xxxxxx Xxxxxx
Name: Xxxxxx Xxxxxx
Title:   First Vice President
STATE STREET BANK AND TRUST COMPANY
By:		/s/ Xxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx
Title:   Vice President
UBS LOAN FINANCE LLC
By:		/s/ Xxxx X. Xxxxx
Name: Xxxx X. Xxxxx
Title:   Associate Director
By:		/s/ Xxxxx X. Xxxxx
Name: Xxxxx X. Xxxxx
Title:   Associate Director

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