July 10, 2009

Exhibit 10.4

July 10, 0000

Xxxx xx Xxxxxxx, X.X., as Collateral Agent
Mail Code: TX1-492-14-11
000 Xxxx Xxxxxx
Xxxxxx, Xxxxx 00000
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
		Xxxxxxxxxxx, Xxxxx Xxxxxxxx [xxxxx.xxxxxxxx.xxxxxxxxxxx@xxxxxxxxxxxxx.xxx]
		By:		/s/ Xxxxx Xxxxxxxx Xxxxxxxxxxx
				Name: Xxxxx Xxxxxxxx Xxxxxxxxxxx
				Title: SVP
		BANK OF AMERICA, N.A.
		By:		/s/ Xxxxx Xxxxxxxx Xxxxxxxxxxx
				Name: Xxxxx Xxxxxxxx Xxxxxxxxxxx
				Title: SVP

1

		THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.
		By:		/s/ Xxxxxx Xxxxxxxxxxxx
				Name: Xxxxxx Xxxxxxxxxxxx
				Title: Authorized Signatory
		KEYBANK, NATIONAL ASSOCIATION
		By:		/s/ Xxxxx X. Xxx
				Name: Xxxxx X. Xxx
				Title: Vice President
		NATIONAL CITY BANK OF PENNSYLVANIA
		By:		/s/ Xxxxxx X. Xxxxxxx
				Name: Xxxxxx X. Xxxxxxx
				Title: SVP

		CALYON NEW YORK BRANCH, in its capacity as a Lender and the Term Loan Lender
		By:		/s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx
				Title: Director
		By:		/s/ Xxxxx Xxxxxx
				Name: Xxxxx Xxxxxx
				Title: Managing Director
		SUNTRUST BANK
		By:		/s/ Xxxxxx X. Xxxxxx
				Name: Xxxxxx X. Xxxxxx
				Title: Vice President

2

		FIFTH THIRD BANK
		By:		/s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx
				Title: Vice President
		COMERICA BANK
		By:		/s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx
				Title: Vice President Comerica Bank
		METROPOLITAN LIFE INSURANCE COMPANY
		METLIFE INSURANCE COMPANY OF CONNECTICUT
		By:		METROPOLITAN LIFE INSURANCE COMPANY, ITS INVESTMENT MANAGER
		By:		/s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx
				Title: Managing Director
		TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA
		By:		/s/ Roi X. Xxxxxx Name: Roi X. Xxxxxx
				Title: Director
		AXA EQUITABLE LIFE INSURANCE COMPANY
		By:		/s/ Xxx Xxxx Name: Xxx Xxxx
				Title: Investment Officer

3

		MONY LIFE INSURANCE COMPANY
		By:		/s/ Xxx Xxxx
				Name: Xxx Xxxx
				Title: Investment Officer
		THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
		By:		AIG Global Investment Corp., investment advisor
		By:		/s/ Xxxxxxxx X. Xxxx
				Name: Xxxxxxxx X. Xxxx
				Title: Vice President
		THE GUARDIAN LIFE INSURANCE COMPANY OF AMERICA
		By:		/s/ Xxxxxx X. Xxxxxxx
				Name: Xxxxxx X. Xxxxxxx
				Title: Managing Director
		MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
		By:		Babson Capital Management LLC as Investment Adviser
		By:		/s/ Xxxxx X. Xxxxxxxxx
				Name: Xxxxx X. Xxxxxxxxx
				Title: Managing Director

4

		C.M. LIFE INSURANCE COMPANY
		By:		Babson Capital Management LLC as Investment Adviser
		By:		/s/ Xxxxx X. Xxxxxxxxx
				Name: Xxxxx X. Xxxxxxxxx
				Title: Managing Director
		PRIMERICA LIFE INSURANCE COMPANY
		By:		Conning Asset Management Company, as Investment Manager
		By:		/s/ Xxxxxx Xxxxxxx
				Name: Xxxxxx Xxxxxxx
				Title: Vice President
		CUNA MUTUAL INSURANCE SOCIETY
		By:		MEMBERS Capital Advisors, Inc., acting as Investment Advisor
		By:		/s/ Xxxx X. Xxxxxxxx
				Name: Xxxx X. Xxxxxxxx
				Title: Managing Director, Private Placements
		CUMIS INSURANCE SOCIETY, INC.
		By:		MEMBERS Capital Advisors, Inc., acting as Investment Advisor
		By:		/s/ Xxxx X. Xxxxxxxx
				Name: Xxxx X. Xxxxxxxx
				Title: Managing Director, Private Placements

5

		THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY
		By:		/s/ Xxxxxxx X Xxxxxx
				Name: Xxxxxxx X Xxxxxx
				Title: Its Authorized Representative
		DEUTSCHE BANK TRUST COMPANY AMERICAS
		By:		/s/ Xxxx Xxxxxxxxx
				Name: Xxxx Xxxxxxxxx
				Title: Vice President
		By:		/s/ Xxxxxx Xxxxxxx
				Name: Xxxxxx Xxxxxxx
				Title: Vice President

6