FAIRFAX FINANCIAL HOLDINGS LIMITED US$1,000,000,000 Aggregate Principal Amount of 6.350% Senior Notes due 2054 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 22nd, 2024 • 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 19, 2024 (the “Purchase Agreement”), US$1,000,000,000 aggregate principal amount of its 6.350% Senior Notes due 2054 (the “Initial Securities”) to BofA Securities, Inc., Citigroup Global Markets Inc., and J.P. Morgan Securities LLC (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 as of May 9, 2011, and by the third supplemental indenture, dated as of February 26, 2021 (as amended, 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 inducem
