FAIRFAX FINANCIAL HOLDINGS LIMITED US$600,000,000 Aggregate Principal Amount of 4.850% Senior Notes due 2028 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 21st, 2018 • Fairfax Financial Holdings LTD/ Can • Fire, marine & casualty insurance • New York
Fairfax Financial Holdings Limited, a Canadian corporation (the “Company”), proposes to issue and sell, upon the terms set forth in a purchase agreement dated as of April 12, 2018 (the “Purchase Agreement”), US$600,000,000 aggregate principal amount of its 4.850% Senior Notes due 2028 (the “Initial Securities”) to the initial purchasers named in Schedule A to the Purchase Agreement (collectively, the “Initial Purchasers”), for whom Merrill Lynch, Pierce, Fenner & Smith Incorporated is acting as representative. The Initial Securities will be issued pursuant to an Indenture, dated as of December 1, 1993, as supplemented and amended by the first supplemental indenture dated May 9, 2011 (the “Indenture”), among the Company, The Bank of New York Mellon, as successor U.S. trustee (the “United States Trustee”), and BNY Trust Company of Canada, as successor Canadian trustee (the “Canadian Trustee” and, together with the United States Trustee, the “Trustees”). As an inducement to the Initial Pu
FAIRFAX FINANCIAL HOLDINGS LIMITED FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • November 21st, 2018 • Fairfax Financial Holdings LTD/ Can • Fire, marine & casualty insurance • New York
THIS FIRST SUPPLEMENTAL INDENTURE, dated as of May 9, 2011 (this “Supplemental Indenture”), between FAIRFAX FINANCIAL HOLDINGS LIMITED, a corporation duly organized and existing under the laws of Canada (the “Corporation”), THE BANK OF NEW YORK MELLON, as successor U.S. trustee (the “U.S. Trustee”), and CIBC MELLON TRUST COMPANY, as the successor Canadian trustee (the “Canadian Trustee”, and together with the U.S. Trustee, the “Trustees” and each a “Trustee”).
FAIRFAX FINANCIAL HOLDINGS LIMITED, Issuer and BANK OF MONTREAL TRUST COMPANY, U.S. Trustee and THE R-M TRUST COMPANY, Canadian TrusteeIndenture • November 21st, 2018 • Fairfax Financial Holdings LTD/ Can • Fire, marine & casualty insurance • New York
INDENTURE, dated as of December 1, 1993, among FAIRFAX FINANCIAL HOLDINGS LIMITED, a corporation duly organized and existing under the laws of Canada (herein called the “Corporation”), having its principal office at 95 Wellington Street West, Suite 800, Toronto, Ontario M5J 2N7, Canada, THE R-M TRUST COMPANY, a trust company duly incorporated and existing under the laws of Canada, as Canadian Trustee (the “Canadian Trustee”), and BANK OF MONTREAL TRUST COMPANY, a corporation duly organized and existing under the laws of the State of New York, as United States Trustee (the “U.S. Trustee” and, together with the Canadian Trustee, sometimes called the “Trustee” or the “Trustees”).
