USD9,392,000 PROMISSORY NOTE
Note No. 8 Issue Date: November 19, 2004
FOR VALUE RECEIVED, Fairfax Financial (US) LLC, a Delaware limited
liability company (the "COMPANY"), hereby promises to pay to the order of
Intrepid Portfolios LLC or registered assigns (the "NOTEHOLDER"), on November
19, 2009, or if any such day is not a Business Day (as defined in the Master
Note Purchase Agreement referred to below), the first following day that is a
Business Day unless that day falls in another calendar month, in which case that
date will be the first preceding day that is a Business Day (the "MATURITY
DATE"), the principal amount of USD9,392,000 (NINE MILLION, THREE HUNDRED
NINETY-TWO THOUSAND U.S. DOLLARS) under that certain Master Note Purchase
Agreement dated as of November 19, 2004, among the Company, NMS Services
(Cayman) Inc., Fairfax Financial Holdings Limited, as Guarantor (the
"GUARANTOR") and Banc of America Securities LLC, as Agent (the "AGENT"), as
amended, replaced, restated, extended, supplemented or otherwise modified from
time to time (the "MASTER NOTE PURCHASE AGREEMENT").
The Company promises to pay interest on the principal amount hereof from
the Issue Date stated above until such principal amount is paid in full, at such
interest rates, at such times and in such manner as are specified in the Master
Note Purchase Agreement and the Note Purchase Confirmation referred to below. If
any amount is not paid in full when due hereunder, such unpaid amount shall bear
interest, to be paid upon demand, from the due date thereof until the date of
actual payment (and before as well as after judgment) computed at the rate set
forth in the Master Note Purchase Agreement.
This Note is issued pursuant to Note Purchase Confirmation No. 4 dated as
of November 19, 2004, as amended from time to time (the "NOTE PURCHASE
CONFIRMATION"), under the Master Note Purchase Agreement, and is entitled to the
benefits thereof. This Note is secured by collateral pursuant to the Pledge
Agreement dated as of November 19, 2004 among the Company, the Noteholder and
the Agent, as amended from time to time, until and including the Pledge
Termination Date as defined therein. Upon the occurrence of one or more of the
Events of Default specified in the Master Note Purchase Agreement, all amounts
then remaining unpaid on this Note shall become, or may be declared to be,
immediately due and payable all as provided in the Master Note Purchase
Agreement.
This Note is entitled to the benefits of the guarantee of the Guarantor
contained in the Master Note Purchase Agreement. This Note is exchangeable into
the shares of common stock of Odyssey Re Holdings Corp. on the terms set forth
in the Master Note Purchase Agreement.
The Company, for itself and its successors and assigns, hereby waives
diligence, presentment, protest and demand and notice of protest, demand,
dishonor and non-payment of this Note. This Note shall be governed by and
construed in accordance with the laws of the State of New York, without giving
effect to the conflict of laws provisions thereof.
COMPANY:
FAIRFAX FINANCIAL (US) LLC
By: /s/ Xxxx Xxxxxx
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Name: Xxxx Xxxxxx
Title: President
GUARANTOR:
FAIRFAX FINANCIAL HOLDINGS LIMITED
By: /s/ Xxxx Xxxxxx
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Name: Xxxx Xxxxxx
Title: Vice President
