FAIRFAX FINANCIAL HOLDINGS LIMITED US$600,000,000 Aggregate Principal Amount of 4.850% Senior Notes due 2028 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 18th, 2018 • 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 April 12, 2018 (the “Purchase Agreement”), US$600,000,000 aggregate principal amount of its 4.850% Senior Notes due 2028 (the “Initial Securities”) to the initial purchasers named in Schedule A to the Purchase Agreement (collectively, the “Initial Purchasers”), for whom Merrill Lynch, Pierce, Fenner & Smith Incorporated is acting as representative. 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 May 9, 2011 (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 inducement to the Initial Pu
