FAIRFAX INC. and ODYSSEY RE HOLDINGS CORP. INTER-COMPANY TAX ALLOCATION AGREEMENT Effective March 4, 2003Allocation Agreement • October 31st, 2006 • Odyssey Re Holdings Corp • Fire, marine & casualty insurance
WHEREAS, Fairfax Inc., a Wyoming corporation (“Parent”) and Odyssey Re Holdings Corp., a Delaware Corporation (“ORH”), became members of an affiliated tax group filing consolidated tax returns on March 4, 2003;
Re: Registration Rights AgreementOdyssey Re Holdings Corp • October 31st, 2006 • Fire, marine & casualty insurance • New York
Pursuant to the Master Note Purchase Agreement (the “Note Purchase Agreement”), dated as of November 19, 2004 among Fairfax Financial (US) LLC (“Financial”), Fairfax Financial Holdings Limited, as guarantor, NMS Services (Cayman) Inc. (“NMS”) and Banc of America Securities LLC (“BAS”), as agent, relating to the issuance and sale of Financial’s promissory notes set forth therein (the “Notes”), NMS has agreed to purchase from Financial, from time to time, certain Notes on the terms set forth in the Note Purchase Agreement. The Notes will be exchangeable into shares of common stock, par value $0.01 per share (the “Common Stock”), of Odyssey Re Holdings Corp., a Delaware corporation (the “Company”). The Notes will be exchangeable on the terms, and subject to the conditions, set forth in the Note Purchase Agreement. To induce NMS to purchase the Notes, and for $10 and other good and valuable consideration the sufficiency of which is hereby acknowledged by the parties hereto, the Company has
COMMUTATION AND RELEASE AGREEMENTCommutation and Release Agreement • October 31st, 2006 • Odyssey Re Holdings Corp • Fire, marine & casualty insurance • Delaware
This Commutation and Release Agreement is made effective as of September 29, 2006 (hereinafter the “Commutation Date”) by and between Clearwater Insurance Company (formerly known as Odyssey Reinsurance Corporation and previously as Skandia America Reinsurance Corporation) (hereinafter the “Reinsured”) and nSpire Re Limited (formerly known as ORC Re Limited) (hereinafter the “Reinsurer”).
