EXHIBIT 10.23
PUT AGREEMENT
This Agreement (the "Agreement") is made by and between United States Fire
Insurance Company ("USF"), ORC Re Limited ("ORC") and Fairfax Financial Holdings
Limited ("Fairfax") and is made as of June 28, 2002.
WHEREAS ORC Re has transferred to USF limited partnership interests in
Rutland Fund A and Unison Capital Partners LP (the "Partnerships").
WHEREAS USF maybe required to make additional contributions to the
Partnerships in accordance with their respective agreements ("Additional
Contributions").
WHEREAS ORC is a wholly-owned subsidiary and accordingly its operations
inure to the benefit of Fairfax.
NOW, THEREFORE, the parties to this Agreement agree as follows:
ARTICLE I
PUT RIGHT
Within 10 business days of written notice from USF to ORC that USF wishes to
sell its interest in a Partnership to ORC, ORC shall purchase USF's interest in
that Partnership. The purchase price shall be paid in cash and shall be equal
to:
i) the initial purchase price paid by USF to ORC for the interest
in that Partnership; plus
ii) the aggregate of Additional Contributions made by USF to that
Partnership; less
iii) any distributions received by USF from that Partnership.
ARTICLE II
GUARANTEE
Fairfax hereby guarantees the obligations of ORC hereunder.
ARTICLE III
GENERAL
3.1 Notices. All notices that are required or that my be given pursuant to
the terms of this Agreement shall be in writing and shall be sufficient
in all respects if given in writing and delivered personally or by
registered certified mail, return receipt requested, postage prepaid as
follows:
If to USF:
United States Fire Insurance Company
000 Xxxxxxx Xxxxxx
Xxxxxxxxxx XX 00000
X.X.X.
If to ORC:
ORC Re Limited
0xx Xxxxx
00-00 Xxxxxxxx Xxxxx
XXXX
Xxxxxx 0 XXXXXXX
If to Fairfax:
Fairfax Financial Holdings Limited
00 Xxxxxxxxxx Xxxxxx Xxxx
Xxxxx 000
Xxxxxxx XX X0X 0X0
3.2 Assignment of Agreement. This Agreement shall be binding on and inure
to the benefit of the parties to this Agreement and their respective
successors and permitted assigns. This Agreement may not be assigned by
any other party without the written consent of all parties and any
attempt to make an assignment without the consent is void.
3.3 Governing Law. This Agreement shall be construed and governed by the
laws of the state of New York.
3.4 Amendments; Waiver. This Agreement may be amended only in writing by
the mutual consent of all of the parties, evidenced by all necessary
and proper corporate authority. No waiver of any provision of this
Agreement shall arise from any action or inaction of any party, except
an instrument in writing expressly waiving the provision executed by
the party entitled to the benefit of the provision.
3.5 Entire Agreement. This Agreement, together with any documents and
exhibits given or delivered pursuant to this Agreement, constitutes the
entire agreement between the parties hereto as to the sale and purchase
of the Orcasia Shares. No party shall be bound by any communications
between them on the subject matter of this Agreement unless the
communication is (a) in writing, (b) bears a date contemporaneous with
or subsequent to the date of this Agreement, and (c) is agreed to by
all parties to this Agreement. On execution of this Agreement, all
prior agreement or understandings between the parties shall be null and
void.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed as of the day and year first above written.
UNITED STATES FIRE INSURANCE COMPANY
By: /s/ XXXXXX X. XXXXXX
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Name Printed: Xxxxxx X. Xxxxxx
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Title: Senior Vice President
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ORC RE LIMITED
By: /s/ XXXXXX SCHOKKING
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Name Printed: Xxxxxx Schokking
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Title: Chairman
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FAIRFAX FINANCIAL HOLDINGS LIMITED
By: /s/ XXXXXXX X. XXXXXX
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Name Printed: Xxxxxxx X. Xxxxxx
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Title: Vice President
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