EXHIBIT 1.1 Crum & Forster Funding Corp. Crum & Forster Holding Inc. Crum & Forster Holdings Corp. 10 3/8% Senior Notes Due 2013 Purchase Agreement dated May 29, 2003 TABLE OF CONTENTSPurchase Agreement • August 7th, 2003 • Crum & Forster Holdings Corp • Insurance agents, brokers & service • New York
EXHIBIT 4.2 FIRST SUPPLEMENTAL INDENTURE FIRST SUPPLEMENTAL INDENTURE, dated as of June 30, 2003, among Crum & Forster Holdings Corp., a Delaware corporation ("Holdings"), Crum & Forster Funding Corp., a Delaware corporation ("Funding"), and The Bank...Supplemental Indenture • August 7th, 2003 • Crum & Forster Holdings Corp • Insurance agents, brokers & service • New York
ARTICLE I SERVICESServices Agreement • August 7th, 2003 • Crum & Forster Holdings Corp • Insurance agents, brokers & service • Hawaii
WITNESSETH:Administrative Services Agreement • August 7th, 2003 • Crum & Forster Holdings Corp • Insurance agents, brokers & service • New York
This Agreement is by and between United States Fire Insurance Company, a New York-domiciled stock insurance company ("U.S. Fire"), and Fairfax Information Technology Services, Inc., a Delaware company ("Fairfax").
AMENDED AND RESTATED LEASE AGREEMENTLease Agreement • March 15th, 2002 • Crum & Forster Holdings Corp • Insurance agents, brokers & service • New Jersey
EXHIBIT 10.5 INVESTMENT MANAGEMENT AGREEMENT THIS INVESTMENT MANAGEMENT AGREEMENT (this "Agreement"), dated as of August 13, 1998, is made by and between HAMBLIN WATSA INVESTMENT COUNSEL LTD. and CRUM AND FORSTER INSURANCE COMPANY. As used in this...Investment Management Agreement • August 7th, 2003 • Crum & Forster Holdings Corp • Insurance agents, brokers & service • New York
EXHIBIT 10.35 STOCK PURCHASE AGREEMENTStock Purchase Agreement • April 17th, 2002 • Crum & Forster Holdings Corp • Insurance agents, brokers & service • New York
EXHIBIT 10.25 EXCHANGE AGREEMENT AGREEMENT (this "Agreement") made as of this 5th day of June, 2003 by and between Crum & Forster Holdings Corp. ("Holdings Corp."), a Delaware corporation, with its principal executive office at 305 Madison Avenue,...Exchange Agreement • August 7th, 2003 • Crum & Forster Holdings Corp • Insurance agents, brokers & service
EXHIBIT 10.2 INVESTMENT AGREEMENT THIS INVESTMENT AGREEMENT (this "Agreement"), dated as of January 8, 2004, is made by and between HAMBLIN WATSA INVESTMENT COUNSEL LTD. ("HW"), FAIRFAX FINANCIAL HOLDINGS LIMITED ("FFH") and CRUM AND FORSTER INSURANCE...Investment Agreement • February 24th, 2004 • Crum & Forster Holdings Corp • Insurance agents, brokers & service • New Jersey
EXHIBIT 10.28 EMPLOYMENT AGREEMENT This AGREEMENT ("Agreement") is effective on the 1st day of January 2003, by and between NIKOLAS ANTONOPOULOS, an individual resident of the State of New Jersey ("Executive"), and FAIRFAX FINANCIAL HOLDINGS LIMITED,...Employment Agreement • September 22nd, 2003 • Crum & Forster Holdings Corp • Insurance agents, brokers & service
AS ISSUER,Crum & Forster Holdings Corp • August 7th, 2003 • Insurance agents, brokers & service • New York
REINSURANCE AGREEMENT BETWEEN RANGER INSURANCE COMPANY AND THE NORTH RIVER INSURANCE COMPANY EFFECTIVE MARCH 1, 1999Reinsurance Agreement • March 15th, 2002 • Crum & Forster Holdings Corp • Insurance agents, brokers & service • New Jersey
EXHIBIT 4.5 INITIAL ESCROW AGREEMENT This INITIAL ESCROW AGREEMENT, dated as of June 5, 2003 (this "Agreement"), is entered into by and among Crum & Forster Funding Corp., a Delaware corporation ("Funding"), Crum & Forster Holdings Corp., a Delaware...Assumption Agreement • February 24th, 2004 • Crum & Forster Holdings Corp • Insurance agents, brokers & service • New York
WITNESSETH:Trust Agreement • March 15th, 2002 • Crum & Forster Holdings Corp • Insurance agents, brokers & service • Colorado
EXHIBIT 10.24 STANDBY CREDIT FACILITY NOTE $40,000,000.00 As of June 30, 2003 This non-interest bearing standby revolving credit facility note (this "Note") is executed pursuant to an interest-free loan made as of the date hereof by Fairfax Financial...Crum & Forster Holdings Corp • August 7th, 2003 • Insurance agents, brokers & service • New York
EXHIBIT 10.4 MASTER REPURCHASE AGREEMENT Effective as of January 8, 2004 by and between The North River Insurance Company ("North River") and Fairfax Financial Holdings Limited ("Fairfax"). WHEREAS, North River, in the normal course of its business,...Master Repurchase Agreement • February 24th, 2004 • Crum & Forster Holdings Corp • Insurance agents, brokers & service • New Jersey
EXHIBIT 4.3 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT dated June 5, 2003 (this "Agreement") is entered into by and among Crum & Forster Holdings Corp., a Delaware corporation (the "Company"), and the several initial purchasers...Registration Rights Agreement • August 7th, 2003 • Crum & Forster Holdings Corp • Insurance agents, brokers & service • New York
FAIRFAX, INC. TAX ALLOCATION AGREEMENTTax Allocation Agreement • August 7th, 2003 • Crum & Forster Holdings Corp • Insurance agents, brokers & service
EXHIBIT 10.12 FAIRFAX, INC. AND CRUM & FORSTER HOLDINGS CORP. TAX ALLOCATION AGREEMENT The purpose of this agreement (the "Agreement") is to determine the amount of federal and (where applicable) state income tax allocated between Fairfax, Inc. and...Allocation Agreement • August 7th, 2003 • Crum & Forster Holdings Corp • Insurance agents, brokers & service
PUT AGREEMENT This Agreement (the "Agreement") is made by and between United States Fire Insurance Company ("USF"), ORC Re Limited ("ORC") and Fairfax Financial Holdings Limited ("Fairfax") and is made as of June 28, 2002. WHEREAS ORC Re has...Put Agreement • August 7th, 2003 • Crum & Forster Holdings Corp • Insurance agents, brokers & service • New York
ARTICLE I SERVICESServices Agreement • August 7th, 2003 • Crum & Forster Holdings Corp • Insurance agents, brokers & service • Hawaii
EXHIBIT 10.18 INVESTMENT MANAGEMENT AGREEMENT TO: HAMBLIN WATSA INVESTMENT COUNSEL LTD. 95 Wellington Street West Suite 802 Toronto, Ontario M5J 2N7 Fax No.: 416) 366-3993Crum & Forster Holdings Corp • March 8th, 2002 • New York
INFORMATION TECHNOLOGY SERVICES AGREEMENTInformation Technology Services Agreement • April 17th, 2002 • Crum & Forster Holdings Corp • Insurance agents, brokers & service • New Jersey
EXHIBIT 10.2 INVESTMENT ADMINISTRATION AGREEMENT THIS INVESTMENT ADMINISTRATION AGREEMENT (this "Agreement"), effective as of August 13, 1998, is made by and between FAIRFAX FINANCIAL HOLDINGS LIMITED and CRUM AND FORSTER INSURANCE COMPANY. As used in...Investment Administration Agreement • August 7th, 2003 • Crum & Forster Holdings Corp • Insurance agents, brokers & service • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 10th, 2007 • Crum & Forster Holdings Corp • Fire, marine & casualty insurance • New York
This REGISTRATION RIGHTS AGREEMENT dated May 7, 2007 (this “Agreement”) is entered into by and among Crum & Forster Holdings Corp., a Delaware corporation (the “Company”), and the several initial purchasers named in Schedule I (the “Initial Purchasers”), for whom Merrill Lynch, Pierce, Fenner & Smith Incorporated is acting as Representative (the “Representative”).
EXHIBIT 10.40 ASSUMPTION AND INDEMNITY REINSURANCE AGREEMENTAssumption and Indemnity Reinsurance Agreement • April 17th, 2002 • Crum & Forster Holdings Corp • Insurance agents, brokers & service
EXHIBIT 4.4 INTEREST ESCROW AGREEMENT This INTEREST ESCROW AGREEMENT, dated as of June 30, 2003 (the "Agreement"), is entered into by and among Crum & Forster Holdings Corp., a Delaware corporation ("Holdings"), and The Bank of New York, as escrow...Interest Escrow Agreement • August 7th, 2003 • Crum & Forster Holdings Corp • Insurance agents, brokers & service • New York
EXHIBIT 10.6 INVESTMENT MANAGEMENT AGREEMENT TO: HAMBLIN WATSA INVESTMENT COUNSEL LTD. 95 Wellington Street West Suite 802 Toronto, Ontario M5J 2N7 Fax No.: (416) 366-3993Investment Management Agreement • August 7th, 2003 • Crum & Forster Holdings Corp • Insurance agents, brokers & service
EMPLOYMENT AGREEMENTEmployment Agreement • March 7th, 2005 • Crum & Forster Holdings Corp • Fire, marine & casualty insurance
This AGREEMENT (“Agreement”) is effective on the 1st day of January 2003, as amended effective January 1, 2005, by and between MARY JANE ROBERTSON, an individual resident of the State of New Jersey (“Executive”), and FAIRFAX FINANCIAL HOLDINGS LIMITED, a corporation organized under the laws of the Province of Ontario, Canada, (together with its successors and assigns, “Fairfax”) and Fairfax’s indirect, wholly-owned subsidiaries, CRUM & FORSTER HOLDING INC., a corporation organized under the laws of the State of Delaware, (together with its successors and assigns, “C&F”) and CRUM & FORSTER HOLDINGS CORP., a corporation organized under the laws of the State of Delaware (together with its successors and assigns, “Holdings”).
EXHIBIT 10.22 CLAIMS SERVICE AND MANAGEMENT AGREEMENT This Claims Service and Management Agreement ("Agreement") is made and entered into as of October 1, 2001 by and between United States Fire Insurance Company, ("Manager") and International...Claims Service and Management Agreement • August 7th, 2003 • Crum & Forster Holdings Corp • Insurance agents, brokers & service • Illinois
REINSURANCE AGREEMENT BETWEEN RANGER INSURANCE COMPANY AND THE NORTH RIVER INSURANCE COMPANY EFFECTIVE NOVEMBER 15, 1999Reinsurance Agreement • April 17th, 2002 • Crum & Forster Holdings Corp • Insurance agents, brokers & service • New Jersey
Amendment Number 1 to Investment AgreementInvestment Agreement • October 28th, 2005 • Crum & Forster Holdings Corp • Fire, marine & casualty insurance
This Amendment Number 1 (“Amendment”) to the Investment Agreement (“Agreement”) dated as January 1, 2002, between Seneca Specialty Insurance Company and Hamblin Watsa Investment Counsel Ltd. and Fairfax Financial Holdings Limited is effective as of January 1, 2005.
Amendment Number 1 to Investment AgreementInvestment Agreement • August 3rd, 2007 • Crum & Forster Holdings Corp • Fire, marine & casualty insurance • Delaware
This Amendment Number 1 (“Amendment”) to the Investment Agreement (“Agreement”) dated as of October 1, 2002, between Crum & Forster Indemnity Company and Hamblin Watsa Investment Counsel Ltd. and Fairfax Financial Holdings Limited is effective as of April 1, 2007.
Amendment Number 1 to Investment AgreementInvestment Agreement • May 3rd, 2007 • Crum & Forster Holdings Corp • Fire, marine & casualty insurance
This Amendment Number 1 (“Amendment”) to the Investment Agreement (“Agreement”) dated as January 8, 2004, between Crum and Forster Insurance Company and Hamblin Watsa Investment Counsel Ltd. and Fairfax Financial Holdings Limited is effective as of January 1, 2005.
INVESTMENT AGREEMENTInvestment Agreement • March 7th, 2005 • Crum & Forster Holdings Corp • Fire, marine & casualty insurance • New Jersey
THIS INVESTMENT AGREEMENT (this “Agreement”), dated as of January 8, 2004, is made by and between HAMBLIN WATSA INVESTMENT COUNSEL LTD. (“HW”), FAIRFAX FINANCIAL HOLDINGS LIMITED (“FFH”) and THE NORTH RIVER INSURANCE COMPANY. As used in this Agreement, “we”, “us” and “our” shall refer to THE NORTH RIVER INSURANCE COMPANY, and “you” and “your” shall refer to HW and FFH jointly.
