FAIRFAX FINANCIAL HOLDINGS LIMITED US$600,000,000 Aggregate Principal Amount of 3.375% Senior Notes due 2031 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 3rd, 2021 • 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 1, 2021 (the “Purchase Agreement”), US$600,000,000 aggregate principal amount of its 3.375% Senior Notes due 2031 (the “Initial Securities”) to BofA Securities, Inc., J.P. Morgan Securities LLC and Citigroup Global Markets Inc. (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 May 9, 2011 and the third supplemental indenture dated February 26, 2021 (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 Purchasers, the
