AGREEMENT CONCERNING JOINT FILING OF SCHEDULE 13DFairfax Financial Holdings LTD/ Can • October 3rd, 2005 • Fire, marine & casualty insurance
INDENTUREIndenture • July 25th, 2003 • Fairfax Financial Holdings LTD/ Can • Fire, marine & casualty insurance • New York
AmongAgreement • March 15th, 1999 • Fairfax Financial Holdings LTD/ Can • Fire, marine & casualty insurance • Delaware
AMENDMENT NO. 1 TO STANDSTILL AGREEMENTStandstill Agreement • March 26th, 2003 • Fairfax Financial Holdings LTD/ Can • Fire, marine & casualty insurance
CUSIP No. 67612W108 AGREEMENT CONCERNING JOINT FILING OF AMENDMENT NO. 4 TO SCHEDULE 13D The undersigned agree as follows: (i) each of them is individually eligible to use Schedule 13D to which this Exhibit is attached, and such Schedule 13D is filed...Fairfax Financial Holdings LTD/ Can • December 27th, 2005 • Fire, marine & casualty insurance
AGREEMENT CONCERNING JOINT FILING OF SCHEDULE 13G The undersigned agree as follows: (i) each of them is individually eligible to use the Schedule 13G to which this Exhibit is attached, and such Schedule 13G is filed on behalf of each of them; and (ii)...Fairfax Financial Holdings LTD/ Can • February 14th, 2007 • Fire, marine & casualty insurance
Exhibit 2 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 27th, 2001 • Fairfax Financial Holdings LTD/ Can • Fire, marine & casualty insurance • New York
Common StockFairfax Financial Holdings LTD/ Can • July 30th, 2004 • Fire, marine & casualty insurance • New York
AGREEMENT CONCERNING JOINT FILING OF SCHEDULE 13GFairfax Financial Holdings LTD/ Can • February 14th, 2008 • Fire, marine & casualty insurance
CUSIP No. 67612W108 AGREEMENT CONCERNING JOINT FILING OF AMENDMENT NO. 9 TO SCHEDULE 13D The undersigned agree as follows: (i) each of them is individually eligible to use Schedule 13D to which this Exhibit is attached, and such Schedule 13D is filed...Fairfax Financial Holdings LTD/ Can • December 20th, 2006 • Fire, marine & casualty insurance
CUSIP No. 67612W108 AGREEMENT CONCERNING JOINT FILING OF AMENDMENT NO. 1 TO SCHEDULE 13D The undersigned agree as follows: (i) each of them is individually eligible to use Schedule 13D to which this Exhibit is attached, and such Schedule 13D is filed...Fairfax Financial Holdings LTD/ Can • March 7th, 2003 • Fire, marine & casualty insurance
August 18, 2006 Fairfax Financial (US) LLC 5205 North O'Connor Blvd. Irving, Texas 75039 Attention: John Cassil, President Re: NOTE CANCELLATION AND PURCHASE PRICE ADJUSTMENT AGREEMENT (THIS "LETTER AGREEMENT") Ladies and Gentlemen: SECTION 1....Fairfax Financial Holdings LTD/ Can • August 21st, 2006 • Fire, marine & casualty insurance
VOTING AGREEMENTVoting Agreement • June 12th, 2013 • Fairfax Financial Holdings LTD/ Can • Fire, marine & casualty insurance • Delaware
THIS VOTING AGREEMENT, dated as of June 2, 2013 (this “Agreement”), between Fairfax Financial Holdings Limited, a Canadian Corporation (“Parent”), and Steven L. Groot (the “Shareholder”), solely in Shareholder’s capacity as an owner of common shares, par value $0.01 per share (“Shares”) of American Safety Insurance Holdings Ltd., a Bermuda exempted limited company (the “Company”).
ROLLOVER AND CONTRIBUTION AGREEMENTRollover and Contribution Agreement • November 2nd, 2022 • Fairfax Financial Holdings LTD/ Can • Fire, marine & casualty insurance • Delaware
This ROLLOVER AND CONTRIBUTION AGREEMENT (this “Agreement”), dated as of October 31, 2022 is entered into by and between the party identified on the signature page hereto as Holder (“Holder”) and Poseidon Acquisition Corp., a Marshall Islands corporation (“Parent”).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • November 2nd, 2022 • Fairfax Financial Holdings LTD/ Can • Fire, marine & casualty insurance • Delaware
THIS VOTING AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of October 31, 2022, by and between Poseidon Acquisition Corp., a Marshall Islands corporation (“Parent”), and David L. Sokol (“Shareholder”).
FAIRFAX FINANCIAL HOLDINGS LIMITED US$1,000,000,000 Aggregate Principal Amount of 6.350% Senior Notes due 2054 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 22nd, 2024 • 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 March 19, 2024 (the “Purchase Agreement”), US$1,000,000,000 aggregate principal amount of its 6.350% Senior Notes due 2054 (the “Initial Securities”) to BofA Securities, Inc., Citigroup Global Markets Inc., and J.P. Morgan Securities LLC (collectively, the “Initial Purchasers”). 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 as of May 9, 2011, and by the third supplemental indenture, dated as of February 26, 2021 (as amended, 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 inducem
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...Fairfax Financial Holdings LTD/ Can • November 23rd, 2004 • Fire, marine & casualty insurance
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.
TENDER AND VOTING AGREEMENTTender and Voting Agreement • May 3rd, 2011 • Fairfax Financial Holdings LTD/ Can • Fire, marine & casualty insurance • Delaware
This TENDER AND VOTING AGREEMENT, dated as of May 2, 2011 (this “Agreement”), is among Arch Coal, Inc., a Delaware corporation (“Parent”), Atlas Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and the persons listed on Schedule I hereto (collectively, the “Company Stockholders”).
WITNESSETHMaster Note Purchase Agreement • November 23rd, 2004 • Fairfax Financial Holdings LTD/ Can • Fire, marine & casualty insurance • New York
AGREEMENT CONCERNING JOINT FILING OF SCHEDULE 13DFairfax Financial Holdings LTD/ Can • November 17th, 2023 • Fire, marine & casualty insurance
BLACKBERRY LIMITED as Issuer, the GUARANTORS named herein, - and - Computershare Trust Company of Canada as Trustee INDENTURE Dated as of November 13, 2013 providing for the issue of 6% Convertible Unsecured Debentures due November 13, 2020Indenture • November 15th, 2013 • Fairfax Financial Holdings LTD/ Can • Fire, marine & casualty insurance • Ontario
Lock-Up AgreementLock-Up Agreement • March 11th, 2010 • Fairfax Financial Holdings LTD/ Can • Fire, marine & casualty insurance
This Lock-Up Agreement is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) to be entered into by International Coal Group, Inc., a Delaware corporation (the “Company”), and you and the other Underwriters named in Schedule A to the Underwriting Agreement, with respect to the public offerings (the “Offerings”) of common stock, par value $0.01 per share, of the Company (the “Common Stock”) and convertible notes (the “Notes”) of the Company. Capitalized terms used herein without definition shall have the respective meanings ascribed to them in the Underwriting Agreement.
Re: ONE Equity Commitment LetterLetter Agreement • November 2nd, 2022 • Fairfax Financial Holdings LTD/ Can • Fire, marine & casualty insurance • Washington
This letter agreement (this “letter agreement”) sets forth the commitment of Ocean Network Express Pte. Ltd., a corporation organized under the laws of Singapore (“ONE”), to purchase, directly or indirectly, on the terms and subject to the conditions contained herein, certain equity interests of Poseidon Acquisition Corp., a Marshall Islands corporation (“Parent” or “Bidco”). Reference is made to that certain Agreement and Plan of Merger (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), dated as of the date hereof, by and among Atlas Corp., a Marshall Islands corporation (the “Company”), Parent, and Poseidon Merger Sub, Inc., a Marshall Islands corporation and a wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which (i) Merger Sub will be merged with and into the Company, (ii) the separate corporate existence of Merger Sub will thereupon cease and (iii) the Company will continue as the surviving corporation and a wholly-o
Re: DS Equity Commitment LetterFairfax Financial Holdings LTD/ Can • August 5th, 2022 • Fire, marine & casualty insurance
Reference is made to that certain Joint Bidding Agreement, dated and effective as of the date hereof (as it may be amended, supplemented or otherwise modified from time to time, the “Agreement”), by and among the entities set forth on Schedule 2 of the Agreement (collectively, “FF”), Deep Water Holdings, LLC, The Kyle Roy Washington 2014 Trust, Kyle Roy Washington 2005 Irrevocable Trust u/a/d July 15, 2005, and The Kevin Lee Washington 2014 Trust (collectively, “Washington Family Holdings”), Ocean Network Express, Pte. Ltd. (“ONE”) and David L. Sokol (“DS”). Capitalized terms used but not defined herein have the meanings ascribed to them in the Agreement.
AGREEMENT CONCERNING JOINT FILING OF SCHEDULE 13DFairfax Financial Holdings LTD/ Can • September 9th, 2016 • Fire, marine & casualty insurance
JOINT BIDDING AGREEMENTJoint Bidding Agreement • August 8th, 2022 • Fairfax Financial Holdings LTD/ Can • Fire, marine & casualty insurance • Delaware
NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
Re: DS Equity Commitment LetterLetter Agreement • November 2nd, 2022 • Fairfax Financial Holdings LTD/ Can • Fire, marine & casualty insurance
This letter agreement (this “letter agreement”) sets forth the commitment of David L. Sokol, an individual (“DS”), to purchase, directly or indirectly, on the terms and subject to the conditions contained herein, certain equity interests of Poseidon Acquisition Corp., a Marshall Islands corporation (“Parent” or “Bidco”). Reference is made to that certain Agreement and Plan of Merger (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), dated as of the date hereof, by and among Atlas Corp., a Marshall Islands corporation (the “Company”), Parent, and Poseidon Merger Sub, Inc., a Marshall Islands corporation and a wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which (i) Merger Sub will be merged with and into the Company, (ii) the separate corporate existence of Merger Sub will thereupon cease and (iii) the Company will continue as the surviving corporation and a wholly-owned (other than with respect to the Designated Company
Re: Washington Family Holdings Equity Commitment LetterFairfax Financial Holdings LTD/ Can • August 8th, 2022 • Fire, marine & casualty insurance
Reference is made to that certain Joint Bidding Agreement, dated and effective as of the date hereof (as it may be amended, supplemented or otherwise modified from time to time, the “Agreement”), by and among the entities set forth on Schedule 2 of the Agreement (collectively, “FF”), Deep Water Holdings, LLC, The Kyle Roy Washington 2014 Trust, Kyle Roy Washington 2005 Irrevocable Trust u/a/d July 15, 2005, and The Kevin Lee Washington 2014 Trust (collectively, “Washington Family Holdings”), Ocean Network Express, Pte. Ltd. (“ONE”) and David L. Sokol (“DS”). Capitalized terms used but not defined herein have the meanings ascribed to them in the Agreement.
Re: Washington Family Holdings Equity Commitment LetterLetter Agreement • November 2nd, 2022 • Fairfax Financial Holdings LTD/ Can • Fire, marine & casualty insurance
This letter agreement (this “letter agreement”) sets forth the commitment of Deep Water Holdings, LLC, a Montana limited liability company (“DWH”), to purchase, directly or indirectly, on the terms and subject to the conditions contained herein, certain equity interests of Poseidon Acquisition Corp., a Marshall Islands corporation (“Parent” or “Bidco”). Reference is made to that certain Agreement and Plan of Merger (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), dated as of the date hereof, by and among Atlas Corp., a Marshall Islands corporation (the “Company”), Parent, and Poseidon Merger Sub, Inc., a Marshall Islands corporation and a wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which (i) Merger Sub will be merged with and into the Company, (ii) the separate corporate existence of Merger Sub will thereupon cease and (iii) the Company will continue as the surviving corporation and a wholly-owned (other than with r
AGREEMENT CONCERNING JOINT FILING OF SCHEDULE 13GFairfax Financial Holdings LTD/ Can • November 10th, 2008 • Fire, marine & casualty insurance
AGREEMENT CONCERNING JOINT FILING OF SCHEDULE 13GFairfax Financial Holdings LTD/ Can • February 17th, 2009 • Fire, marine & casualty insurance
AGREEMENT CONCERNING JOINT FILING OF SCHEDULE 13DFairfax Financial Holdings LTD/ Can • December 21st, 2018 • Fire, marine & casualty insurance
FAIRFAX FINANCIAL HOLDINGS LIMITED, Issuer and THE BANK OF NEW YORK MELLON, United States Trustee, Paying Agent and Security Registrar BNY TRUST COMPANY OF CANADA, Canadian Trustee THE BANK OF NEW YORK MELLON, LONDON BRANCH London Paying Agent...Fairfax Financial Holdings LTD/ Can • March 29th, 2018 • Fire, marine & casualty insurance • New York
INDENTURE, dated as of March 29, 2018, by and among FAIRFAX FINANCIAL HOLDINGS LIMITED, a corporation duly organized and existing under the laws of Canada (herein called the “Issuer”), having its principal office at 95 Wellington Street West, Suite 800, Toronto, Ontario M5J 2N7, Canada, THE BANK OF NEW YORK MELLON, a corporation organized and existing under the laws of the State of New York, as United States trustee (herein called the “United States Trustee” or the “Trustee”), paying agent and securities registrar, BNY TRUST COMPANY OF CANADA, a trust company existing under the laws of Canada and duly authorized to carry on the business of a trust company in all the provinces and territories of Canada (herein called the “Canadian Trustee” and, together with the United States Trustee, the “Trustees”), and THE BANK OF NEW YORK MELLON, LONDON BRANCH, as London paying agent (herein called the “London Paying Agent”).
VOTING AGREEMENTVoting Agreement • June 12th, 2013 • Fairfax Financial Holdings LTD/ Can • Fire, marine & casualty insurance • Delaware
THIS VOTING AGREEMENT, dated as of June 2, 2013 (this “Agreement”), among Fairfax Financial Holdings Limited, a Canadian Corporation (“Parent”), Cody W. Birdwell and The Cody Birdwell Family Limited Partnership (together with Cody W. Birdwell, the “Shareholders” and each a “Shareholder”), solely in the Shareholders capacity as owners of common shares, par value $0.01 per share (“Shares”) of American Safety Insurance Holdings Ltd., a Bermuda exempted limited company (the “Company”).
AGREEMENT CONCERNING JOINT FILING OF SCHEDULE 13GFairfax Financial Holdings LTD/ Can • February 14th, 2017 • Fire, marine & casualty insurance
