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EXHIBIT 10.23
INDEMNIFICATION AGREEMENT
WHEREAS, Ranger Insurance Company ("Ranger") and Odyssey Reinsurance Corporation
("Odyssey") are affiliated companies and subsidiaries of Fairfax Financial
Holdings Limited ("Fairfax"); and
WHEREAS, to provide additional security to purchasers of insurance policies
issued by Ranger, Odyssey and Ranger entered into a Blanket Assumption
Endorsement Agreement (the "Agreement"), attached hereto as Exhibit A, pursuant
to which Odyssey Re would grant to Ranger the right to attach assumption of
liability endorsements (each an "Endorsement") to its policies of insurance; and
WHEREAS, each Endorsement provides that, in the event Ranger fails to pay its
obligations as a result of an adjudicated insolvency, Odyssey, subject always to
the terms of such policy, would become liable for 100% of any unpaid losses
payable under the terms of the related policy and would pay those sums that the
insured under such policy (the "Insured") would be obligated to pay as damages.
NOW THEREFORE, Fairfax undertakes the following:
In the event that Odyssey is required to make payment under any Endorsement as
stipulated in the Agreement, Fairfax will either indemnify Odyssey through
reimbursement to Odyssey of its costs in connection with Odyssey's fulfillment
of the terms of the Agreement, or Fairfax shall make payment directly to the
Insured to the same extent as if Fairfax, rather than Odyssey, were party with
Ranger to the Agreement, and were named on the Endorsement.
It is Fairfax's intent that this Indemnification Agreement shall be an
enforceable obligation, subject to the laws of the State of New York.
FAIRFAX FINANCIAL HOLDINGS LIMITED
By: /s/ XXXX XXXXXXXX
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Name: Xxxx Xxxxxxxx
Title: Vice President, Corporate
Affairs
Dated: March 20, 2001
