May 23, 2006 To the undersigned partiesRecapitalization Agreement • May 30th, 2006 • Flowers Christopher J • Investors, nec
Reference is made to the transactions contemplated by (i) the Agreement and Plan of Merger (the “Merger Agreement”), dated as of May 23, 2006, among Castlewood Holdings Limited, a Bermuda company (“Castlewood”), The Enstar Group, Inc., a Georgia corporation (“Enstar”) and CWMS Subsidiary Corp., a Georgia corporation and (ii) the Recapitalization Agreement (the “Recapitalization Agreement”), dated as of May 23, 2006, among Castlewood, Enstar and the other parties named on the signature pages thereto. Capitalized terms used herein without definition have the meanings given to them in the Merger Agreement or if not so defined in the Merger Agreement, the Recapitalization Agreement.
