Brookfield US
Corporation
Three World Financial Center
200 Vesey Street, 11 th Floor
New York, NY 10281-1021
Facsimile: (212) 417-7262
Attention: Bruce Robertson
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Re:
Stock Purchase Agreement (the “ Agreement ”),
dated as of August 27, 2008, by and among CastlePoint
Reinsurance Company, Ltd. (“ Purchaser ”), HIG,
Inc. (the “ Company ”) and Brookfield US
Corporation (“ Seller ”)
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In our recent
conversations, we discussed the mutual desirability of agreeing
prior to closing on (i) certain significant line items solely
for purposes of the closing date balance sheet process under
Section 3.3 of the Agreement, and (ii) the other
amendments to the Agreement set forth below.
Consistent with
these discussions and based upon the information provided by
Representatives of Seller and the Company to Purchaser at and
following our meeting in New York on February 9, 2009, in
accordance with Section 12.4 of the Agreement,
Purchaser, Seller and the Company hereby agree as
follows:
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1.
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Section 3.1
of the Agreement is
hereby amended to delete the reference to “$27,000,000”
and insert in lieu thereof “$31,500,000.”
Section 3.2 of the Agreement is hereby amended to
delete the reference to “Twenty-Seven Million Dollars
($27,000,000)” and insert in lieu thereof
“$31,500,000.” The term “Closing Date” in
Section 3.2 and Section 3.3 of the
Agreement shall mean December 31, 2008 (and shall not mean the
date on which the Closing actually occurs); provided ,
however , that the first reference to Closing Date in
Section 3.3(a) shall mean the date on which the Closing
occurs.
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2.
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Section 4.3(a)
of the Agreement is
hereby amended to delete the reference to “February 27,
2009” and insert in lieu thereof “March 27,
2009.”
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3.
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Attached hereto as
Schedule 1 to this letter agreement is a pro forma
balance sheet on which certain line items are marked with an
asterisk. The amounts set forth next to each line item designated
with an asterisk on Schedule 1 hereto shall be the
amounts set forth on the Closing Date Balance Sheet for each such
line item and such amounts shall not be
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disputed by
either party in connection with determining the Final Closing Book
Value. For the avoidance of doubt and notwithstanding anything in
this letter agreement or the Agreement to the contrary, for
purposes of determining the Final Closing Book Value, the parties
agree that any net income or loss for the period from
January 1, 2009 through the Closing Date, including (for
greater clarity) any change in assets or liabilities resulting from
the earning or incurring of such net income or loss, shall not be
taken into account. The parties agree and acknowledge that the
amounts set forth next to each line item not designated with an
asterisk on Schedule 1 hereto can and may differ in the
Estimated Closing Book Value, the Closing Date Balance Sheet and
the Notice of Balance Sheet Disagreement in accordance with the
terms of the Agreement.
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4.
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The
Company shall cause the Insurance Subsidiaries to request that the
applicable insurance regulatory authorities extend their respective
filing deadlines with respect to the annual audited statutory
statem
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