EX-4.13
from S-1
37 pages
Pursuant to the Master Note Purchase Agreement (The “Note Purchase Agreement”), Dated as of November 19, 2004 Among Fairfax Financial (US) LLC (“Financial”), Fairfax Financial Holdings Limited, as Guarantor, Nms Services (Cayman) Inc. (“Nms”) and Banc of America Securities LLC (“Bas”), as Agent, Relating to the Issuance and Sale of Financial’s Promissory Notes Set Forth Therein (The “Notes”), Nms Has Agreed to Purchase From Financial, From Time to Time, Certain Notes on the Terms Set Forth in the Note Purchase Agreement. the Notes Will Be Exchangeable Into Shares of Common Stock, Par Value $0.01 Per Share (The “Common Stock”), of Odyssey Re Holdings Corp., a Delaware Corporation (The “Company”). the Notes Will Be Exchangeable on the Terms, and Subject to the Conditions, Set Forth in the Note Purchase Agreement. to Induce Nms to Purchase the Notes, and for $10 and Other Good and Valuable Consideration the Sufficiency of Which Is Hereby Acknowledged by the Parties Hereto, the Company Has Agreed to Provide the Registration Rights Set Forth in This Agreement. the Company Hereby Agrees With Nms, Individually and as Representative of the Holders (As Defined Below), and Bas as Follows: Section 1. Definitions. Capitalized Terms Used in This Agreement and Not Otherwise Defined Shall Have the Meanings Set Forth in the Note Purchase Agreement. as Used in This Agreement, the Following Terms Shall Have the Following Meanings: “Affiliate Holder” Means Nms, Any Holder That Is an Affiliate of Nms or Any Holder That Is Any Entity Sponsored or Organized By, or on Behalf of or for the Benefit Of, Nms or an Affiliate of Nms, as Specified by Such Holder in a Notice of Sale
12/34/56