EXHIBIT 1.1 Crum & Forster Funding Corp. Crum & Forster Holding Inc. Crum & Forster Holdings Corp. 10 3/8% Senior Notes Due 2013 Purchase Agreement dated May 29, 2003 TABLE OF CONTENTSPurchase Agreement • August 7th, 2003 • Crum & Forster Holdings Corp • Insurance agents, brokers & service • New York
EXHIBIT 4.2 FIRST SUPPLEMENTAL INDENTURE FIRST SUPPLEMENTAL INDENTURE, dated as of June 30, 2003, among Crum & Forster Holdings Corp., a Delaware corporation ("Holdings"), Crum & Forster Funding Corp., a Delaware corporation ("Funding"), and The Bank...Supplemental Indenture • August 7th, 2003 • Crum & Forster Holdings Corp • Insurance agents, brokers & service • New York
ARTICLE I SERVICESServices Agreement • August 7th, 2003 • Crum & Forster Holdings Corp • Insurance agents, brokers & service • Hawaii
WITNESSETH:Administrative Services Agreement • August 7th, 2003 • Crum & Forster Holdings Corp • Insurance agents, brokers & service • New York
This Agreement is by and between United States Fire Insurance Company, a New York-domiciled stock insurance company ("U.S. Fire"), and Fairfax Information Technology Services, Inc., a Delaware company ("Fairfax").
EXHIBIT 10.5 INVESTMENT MANAGEMENT AGREEMENT THIS INVESTMENT MANAGEMENT AGREEMENT (this "Agreement"), dated as of August 13, 1998, is made by and between HAMBLIN WATSA INVESTMENT COUNSEL LTD. and CRUM AND FORSTER INSURANCE COMPANY. As used in this...Investment Management Agreement • August 7th, 2003 • Crum & Forster Holdings Corp • Insurance agents, brokers & service • New York
AS ISSUER,Crum & Forster Holdings Corp • August 7th, 2003 • Insurance agents, brokers & service • New York
EXHIBIT 10.25 EXCHANGE AGREEMENT AGREEMENT (this "Agreement") made as of this 5th day of June, 2003 by and between Crum & Forster Holdings Corp. ("Holdings Corp."), a Delaware corporation, with its principal executive office at 305 Madison Avenue,...Exchange Agreement • August 7th, 2003 • Crum & Forster Holdings Corp • Insurance agents, brokers & service
EXHIBIT 10.8 INVESTMENT AGREEMENT THIS INVESTMENT AGREEMENT (this "Agreement"), dated as of January 1, 2002, is made by and between HAMBLIN WATSA INVESTMENT COUNSEL LTD. ("HW"), FAIRFAX FINANCIAL HOLDINGS LIMITED ("FFH") and SENECA INSURANCE COMPANY,...Investment Agreement • August 7th, 2003 • Crum & Forster Holdings Corp • Insurance agents, brokers & service • New York
EXHIBIT 10.24 STANDBY CREDIT FACILITY NOTE $40,000,000.00 As of June 30, 2003 This non-interest bearing standby revolving credit facility note (this "Note") is executed pursuant to an interest-free loan made as of the date hereof by Fairfax Financial...Crum & Forster Holdings Corp • August 7th, 2003 • Insurance agents, brokers & service • New York
EXHIBIT 10.17 MASTER REPURCHASE AGREEMENT Effective as of July 1, 2000 by and between Crum & Forster Underwriters Co. of Ohio ("Underwriters") and Fairfax Financial Holdings Limited ("Fairfax"). WHEREAS, Underwriters, in the normal course of its...Master Repurchase Agreement • August 7th, 2003 • Crum & Forster Holdings Corp • Insurance agents, brokers & service • Ohio
EXHIBIT 4.3 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT dated June 5, 2003 (this "Agreement") is entered into by and among Crum & Forster Holdings Corp., a Delaware corporation (the "Company"), and the several initial purchasers...Registration Rights Agreement • August 7th, 2003 • Crum & Forster Holdings Corp • Insurance agents, brokers & service • New York
FAIRFAX, INC. TAX ALLOCATION AGREEMENTTax Allocation Agreement • August 7th, 2003 • Crum & Forster Holdings Corp • Insurance agents, brokers & service
EXHIBIT 10.12 FAIRFAX, INC. AND CRUM & FORSTER HOLDINGS CORP. TAX ALLOCATION AGREEMENT The purpose of this agreement (the "Agreement") is to determine the amount of federal and (where applicable) state income tax allocated between Fairfax, Inc. and...Allocation Agreement • August 7th, 2003 • Crum & Forster Holdings Corp • Insurance agents, brokers & service
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...Put Agreement • August 7th, 2003 • Crum & Forster Holdings Corp • Insurance agents, brokers & service • New York
ARTICLE I SERVICESServices Agreement • August 7th, 2003 • Crum & Forster Holdings Corp • Insurance agents, brokers & service • Hawaii
EXHIBIT 10.2 INVESTMENT ADMINISTRATION AGREEMENT THIS INVESTMENT ADMINISTRATION AGREEMENT (this "Agreement"), effective as of August 13, 1998, is made by and between FAIRFAX FINANCIAL HOLDINGS LIMITED and CRUM AND FORSTER INSURANCE COMPANY. As used in...Investment Administration Agreement • August 7th, 2003 • Crum & Forster Holdings Corp • Insurance agents, brokers & service • New York
EXHIBIT 4.4 INTEREST ESCROW AGREEMENT This INTEREST ESCROW AGREEMENT, dated as of June 30, 2003 (the "Agreement"), is entered into by and among Crum & Forster Holdings Corp., a Delaware corporation ("Holdings"), and The Bank of New York, as escrow...Interest Escrow Agreement • August 7th, 2003 • Crum & Forster Holdings Corp • Insurance agents, brokers & service • New York
EXHIBIT 10.6 INVESTMENT MANAGEMENT AGREEMENT TO: HAMBLIN WATSA INVESTMENT COUNSEL LTD. 95 Wellington Street West Suite 802 Toronto, Ontario M5J 2N7 Fax No.: (416) 366-3993Investment Management Agreement • August 7th, 2003 • Crum & Forster Holdings Corp • Insurance agents, brokers & service
EXHIBIT 10.22 CLAIMS SERVICE AND MANAGEMENT AGREEMENT This Claims Service and Management Agreement ("Agreement") is made and entered into as of October 1, 2001 by and between United States Fire Insurance Company, ("Manager") and International...Claims Service and Management Agreement • August 7th, 2003 • Crum & Forster Holdings Corp • Insurance agents, brokers & service • Illinois
. . EXHIBIT 10.30 BLENDED AGGREGATE STOP LOSS REINSURANCE AGREEMENTBlended Aggregate • August 7th, 2003 • Crum & Forster Holdings Corp • Insurance agents, brokers & service • New York
FAIRFAX INC.Intercompany Tax Allocation Agreement • August 7th, 2003 • Crum & Forster Holdings Corp • Insurance agents, brokers & service
