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EXHIBIT 10.1




THIRD PARTY EQUITY COMMITMENT LETTER




April 15, 2007




J.C. Flowers II L.P.




     Re: Equity Commitment 


Ladies and Gentlemen:




     The undersigned investor (the “Investor”) understands that J.C. Flowers II L.P.
(“Flowers”) is planning to form or cause to be formed one or more co-investment vehicles
(“Co-Investment Vehicles”) to participate alongside Flowers and certain other investors in
an acquisition of a company code named “Mustang” that Flowers has discussed with Investor (the
“Company”). Investor further understands that a Flowers designee will be the general
partner and managing member of each Co-Investment Vehicle and will have full control over any
voting rights in the entity that makes the acquisition.



          (1) Commitment. If a Flowers affiliate (“Parent”) enters into an Agreement
and Plan of Merger (“Merger Agreement”) to acquire the Company, Investor hereby agrees,
subject to the satisfaction or waiver by Parent of each of the conditions set forth in the Merger
Agreement, to invest at the closing of the acquisition (the “Closing”) in the equity of one
or more Co-Investment Vehicles up to an aggregate amount equal to the amount set forth opposite the
word “Commitment” on the signature page hereof (the “Commitment”).




          (2) Reduction of Commitment. If an amount (“Eligible Sell Down Amount”) is
set forth opposite the phrase “Eligible Sell Down Amount” on the signature page hereof, Flowers
will seek to find other investors to make investments, at a per unit of investment price equal to
Investor’s per unit of investment price divided by 0.95, of up to an amount that will net the
Co-Investment Vehicles (after payment of a 5% fee) the Eligible Sell Down Amount that would
otherwise have been invested by Investor and, to the extent Flowers is successful in doing so,
Flowers will cause the Co-Investment Vehicles to pay Investor that 5% fee. Investor understands
that Flowers will have no liability of any kind if it is not successful in finding other investors
to make any or all of these investments, and to the extent Flowers does not find other investors to
invest an amount that nets the Co-Investment Vehicles the full
Eligible Sell Down Amount that


 









 





would otherwise have been invested by Investor, Investor shall remain responsible for making
those investments.




          (3) Termination Fee Sharing Provisions. If the Merger Agreement is executed and later
terminated and the Company pays a termination fee in connection therewith, Flowers shall pay to
Investor its Pro Rata Share of the part of the termination fee Flowers nets after paying its out of
pocket expenses incurred in connection with the Merger and the other transactions contemplated by
the Merger Agreement. If the Merger Agreement is executed and later terminated and Flowers pays
the Company a termination fee in connection therewith, Investor shall pay to Flowers its Pro Rata
Share of the amount of the termination fee that Flowers pays. As used herein, “Pro Rata
Share” means the amount of the Commitment hereunder divided by the total commitment
that Flowers had to purchase stock of Parent pursuant to its equity commitment letter with Parent,
as in effect immediately prior to the time the Merger Agreement was terminated.




          (4) Representations. Investor hereby represents warrants and covenants to Flowers
that it has made its own due diligence investigation of the Company and the transactions
contemplated hereby and is not relying on Flowers for advice in making its decision to invest in
any Co-Investment Vehicles. Investor understands that the final structure for the equity and debt
financing of the transaction contemplated by the Merger Agreement has not yet been determined and
agrees that Flowers or its designee shall have full discretion and authority to determine such
structure and the terms of the investment made pursuant to the Commitment (so long as those terms
are not materially inconsistent with the terms contained in this letter).




          (5) Termination. This letter and the commitment of Investor to make investments
hereunder will terminate automatically and immediately if the Merger Agreement has not been
executed by May 31, 2007 and will also terminate automatically and immediately upon termination of
the Merger Agreement in accordance with its terms.




          (6) Entire Agreement. This letter constitutes the entire agreement between the
parties with respect to the subject matter hereof and supersedes all prior agreements and
understandings, both oral and written, between the parties with respect to such subject matter.




          (7) Governing Law; Jurisdiction; Waiver of Trial by Jury. This letter shall be
governed by and construed in accordance with the laws of the State of Delaware, without regard to
the conflicts of law rules of such State. The parties hereto agree that any suit, action or
proceeding seeking to enforce any provision of, or based on any matter arising out of or in
connection with, this letter or the transactions contemplated hereby shall be brought in any
federal court located in the State of Delaware or any Delaware state court, and each of the parties
hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate
courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest
extent permitted by law, any objection that it may now or hereafter have to the laying of the venue
of any such suit, action or proceeding in any such court or that any such suit, action or
proceeding brought in any


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such court has been brought in an inconvenient forum. Process in any such suit, action or
proceeding may be served on any party anywhere in the world, whether within or without the
jurisdiction of any such court. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL
RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS LETTER OR THE
TRANSACTIONS CONTEMPLATED HEREBY.




          (8) Assignment. Investor may assign all or a portion of its obligation to purchase or
cause to be purchased the Equity Securities to one or more of its affiliates or to any other Person
approved in advance by Parent, but to no other Person; provided, however, that no
such assignment shall relieve Investor of its obligations under this letter.




          (9) Amendment. No provision of this letter may be amended unless such amendment is in
writing and signed by the parties hereto.




          (10) Counterparts. This letter may be signed in any number of counterparts (including
facsimile 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 letter shall become effective
when each party hereto shall have received a counterpart hereof signed by the other party hereto.
Until and unless each party has received a counterpart hereof signed by the other party hereto,
this letter shall have no effect and no party shall have any right or obligation hereunder (whether
by virtue of any other oral or written agreement or other communication).




[Remainder of page intentionally left blank.]




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	 	Very truly yours,



Enstar Group Limited

 	 
	 	By:  	/s/ Richard J. Harris
 	 
	 	 	Name:  	R.J. Harris 	 
	 	 	Title:  	Chief Financial Officer 	 
	 


Commitment: $200,000,000

Eligible Sell Down Amount: $200,000,000



Acknowledged and Accepted as of the date first above written:



J.C. Flowers II L.P.



By:   JCF Associates II L.P., its general partner



By:   JCF Associates II Ltd., its general partner




	 	 	 	 	 
	By:

	 	/s/ J. Christopher Flowers
	 	 
	 

	 	 	 	 
	 

	 	Name: J. Christopher Flowers	 	 
	 

	 	Title: Director	 	 







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