Re: Intercreditor Agreement dated as of October 23, 2003, as amended by the First Amendment to Intercreditor Agreement dated as of March 1, 2005 (as so amended and as amended from time to time after the date hereof, the "Intercreditor Agreement")

Exhibit 10.1

March 1, 2005

Mr. Edward J. Reilly

Federal Insurance Company

15 Mountain View Road

P. O. Box 1615

Warren, NJ  07061-1615

Mr. J. Michael Pete

Arch Insurance Company

3 Parkway, Suite 1500

Philadelphia, PA  19102

Re:     Intercreditor Agreement dated as of October 23, 2003, as amended by the First Amendment to Intercreditor Agreement dated as of March 1, 2005 (as so amended and as amended from time to time after the date hereof, the “ Intercreditor Agreement ”)

Dear Sirs:

This letter memorializes the acknowledgement of the undersigned, Bank of Texas NA, individually as a Lender and in its capacity as Administrative Agent (in such capacity, the “ Lender Agent ”) for and on behalf of the other Lenders under the terms of that certain Amended and Restated Credit Agreement dated as of December 31, 2003 (as amended from time to time, the “ Credit Agreement ”), that under the Credi