Consent Letter for Release of Collateral under Intercreditor and Collateral Agency Agreement (Bank of America, N.A. and Other Creditors)

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 [ ***@***]
		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

		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

		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

		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

		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

		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