AMENDMENT TO CREDIT AGREEMENTS

Exhibit 10.4

AMENDMENT TO CREDIT AGREEMENTS

          AMENDMENT dated as of October 31, 2007 to (i) the Five-Year Credit Agreement dated as of October 21, 2005, as amended, among General Xxxxx, Inc., as borrower, the several financial institutions from time to time party thereto, and JPMorgan Chase Bank, N.A., as administrative agent, and (ii) the Five-Year Credit Agreement dated as of October 9, 2007 among General Xxxxx, Inc., as borrower, the several financial institutions from time to time party thereto, and JPMorgan Chase Bank, N.A., as administrative agent (the Five-Year Credit Agreements referred to in (i) and (ii) above, collectively, the “Agreements”).

          The parties hereto agree as follows:

          SECTION 1. Definitions; References. Unless otherwise specifically defined herein, each capitalized term used herein which is defined in the Agreements shall have the meaning assigned to such term in the Agreements. Each reference to “hereof”, “hereunder”, “herein” and “hereby” and each other similar reference and each reference to “this Agreement” and each other similar reference contained in any Agreement shall from and after the date hereof refer to such Agreement as amended hereby.

          SECTION 2. Amendments. Section 6.03(a) of each Agreement is amended to read in its entirety as follows:

          (a) of the occurrence of any Default or Event of Default;

          SECTION 3. Representations and Warranties. The Company hereby represents and warrants that as of the date hereof and after giving effect hereto:

          (a) no Default has occurred and is continuing; and

          (b) each representation and warranty of the Company set forth in each Agreement after giving effect to this Amendment is true and correct as though made on and as of such date.

          SECTION 4. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York.

          Section 5. Counterparts; Effectiveness. This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Amendment shall become effective as to each Agreement as of the date hereof when such Administrative Agent shall have received duly executed counterparts hereof signed by the Company and the Majority Banks under such Agreement.

	GENERAL XXXXX, INC.
	By:	/s/ Xxxxxxx X. Xxxxxx
		Name: Xxxxxxx X. Xxxxxx
		Title: Vice President, Treasurer

	JPMORGAN CHASE BANK, N.A.,
	as Administrative Agent and as a Bank
	By:	/s/ Xxxx Xxxx
		Name: Xxxx Xxxx
		Title: Vice President
	ABN AMRO BANK N.V.
	By:	/s/ Xxxxxxx Xxxxxxxx
		Name: Xxxxxxx Xxxxxxxx
		Title: Director
	By:	/s/ Xxxxxxx Xxxx
		Name: Xxxxxxx Xxxx
		Title: Director
	Bank of America, N.A.
	By:	/s/ Xxxxx X. Xxxxxxxxx
		Name: Xxxxx X. Xxxxxxxxx
		Title: Senior Vice President
	THE BANK OF NEW YORK
	By:	/s/ Xxxx X. Xxxxxxxx
		Name: Xxxx X. Xxxxxxxx
		Title: Vice President

	The Bank of Tokyo-Mitsubishi UFJ, Ltd.
	By:	/s/ Xxxxxx Xxxxxxxxxxxx
		Name: Xxxxxx Xxxxxxxxxxxx
		Title: Vice President & Manager
	BARCLAYS BANK PLC
	By:	/s/ Xxxxx Xxxxxx
		Name: Xxxxx Xxxxxx
		Title: Associate Director
	BNP Paribas
	By:	/s/ Xxxxxx Xxxxxx
		Name: Xxxxxx Xxxxxx
		Title: Managing Director
	By:	/s/ Xxxxxxx Xxxxxx
		Name: Xxxxxxx Xxxxxx
		Title: Director
	CALYON NEW YORK BRANCH
	By:	/s/ Xxxx Xxxxxxxxxx
		Name: Xxxx Xxxxxxxxxx
		Title: Director

	By:	/s/ Xxxxx Xxxxxx
		Name: Xxxxx Xxxxxx
		Title: Managing Director
	CITIBANK, N.A.
	By:	/s/ Xxxxxxx X. Xxxxx
		Name: Xxxxxxx X. Xxxxx
		Title: Vice President
	COÖPERATIEVE CENTRALE
	RAIFFEISEN-BOERENLEENBANK B.A.,
	“ROBOBANK INTERNATIONAL” NEW
	YORK BRANCH
	By:	/s/ Xxxxx Xxxxx
		Name: Xxxxx Xxxxx
		Title: Vice President
	By:	/s/ Xxxxxxx Xxxxxx
		Name: Xxxxxxx Xxxxxx
		Title: Executive Director
	CREDIT SUISSE, Cayman Islands Branch
	By:	/s/ Xxxx Xxxxxx
		Name: Xxxx Xxxxxx
		Title: Director
	By:	/s/ Xxxxx Xxxxxx
		Name: Xxxxx Xxxxxx
		Title: Assistant Vice President

	DEUTCHE BANK AG New York Branch
	As Documentation Agent and as a Bank
	By:	/s/ Xxxxxxxxx X. Xxxxx
		Name: Xxxxxxxxx X. Xxxxx
		Title: Managing Director
	By:	/s/ Xxxxx Xxxxxxxxx
		Name: Xxxxx Xxxxxxxxx
		Title: Vice President
	XXXXXX BROTHERS COMMERCIAL BANK
	By:	/s/ Xxxxx XxXxxx
		Name: Xxxxx XxXxxx
		Title: Authorized Signatory
	XXXXXX COMMERCIAL PAPER INC.
	By:	/s/ Xxxxx Xxxxxxxx
		Name: Xxxxx Xxxxxxxx
		Title: Authorized Signatory
	MELLON BANK, N.A.
	By:	/s/ Xxxx X. Xxxxxxxx
		Name: Xxxx X. Xxxxxxxx
		Title: First Vice President

	Xxxxxxx Xxxxx Bank USA
	By:	/s/ Xxxxx Xxxxxxx
		Name: Xxxxx Xxxxxxx
		Title: Vice President
	MIZUHO CORPORATE BANK, LTD.
	By:	/s/ Hidekatsu Take
		Name: Hidekatsu Take
		Title: Deputy General Manager
	XXXXXX XXXXXXX BANK
	By:	/s/ Xxxxxx Xxxxxx
		Name: Xxxxxx Xxxxxx
		Title: Authorized Signatory
	SUMITOMO MITSUI BANKING
	CORPORATION
	By:	/s/ Xxxxxxxxx Xxxxxxxxx
		Name: Xxxxxxxxx Xxxxxxxxx
		Title: General Manager
	SunTrust Bank
	By:	/s/ Xxxx X. Xxxxx
		Name: Xxxx X. Xxxxx
		Title: Director

	XXXXX FARGO BANK, NATIONAL
	ASSOCIATION
	By:	/s/ Xxxxxxx X. Xxxxxxx
		Name: Xxxxxxx X. Xxxxxxx
		Title: Vice President and Senior Banker
	U.S. Bank National Association
	By:	/s/ Xxxxx Xxxxxxxx
		Name: Xxxxx Xxxxxxxx
		Title: Vice President