Indemnification Agreement among Fairfax Financial Holdings Limited, Ranger Insurance Company, and Odyssey Reinsurance Corporation

Summary

This agreement is between Fairfax Financial Holdings Limited, Ranger Insurance Company, and Odyssey Reinsurance Corporation. Fairfax agrees to reimburse Odyssey or pay insured parties directly if Odyssey must cover unpaid insurance claims due to Ranger's insolvency, as outlined in a related Blanket Assumption Endorsement Agreement. The agreement ensures additional security for policyholders and is governed by New York law.

EX-10.23 12 t26784ex10-23.txt INDEMIFICATION AGREEMENT 1 EXHIBIT 10.23 INDEMNIFICATION AGREEMENT WHEREAS, Ranger Insurance Company ("Ranger") and Odyssey Reinsurance Corporation ("Odyssey") are affiliated companies and subsidiaries of Fairfax Financial Holdings Limited ("Fairfax"); and WHEREAS, to provide additional security to purchasers of insurance policies issued by Ranger, Odyssey and Ranger entered into a Blanket Assumption Endorsement Agreement (the "Agreement"), attached hereto as Exhibit A, pursuant to which Odyssey Re would grant to Ranger the right to attach assumption of liability endorsements (each an "Endorsement") to its policies of insurance; and WHEREAS, each Endorsement provides that, in the event Ranger fails to pay its obligations as a result of an adjudicated insolvency, Odyssey, subject always to the terms of such policy, would become liable for 100% of any unpaid losses payable under the terms of the related policy and would pay those sums that the insured under such policy (the "Insured") would be obligated to pay as damages. NOW THEREFORE, Fairfax undertakes the following: In the event that Odyssey is required to make payment under any Endorsement as stipulated in the Agreement, Fairfax will either indemnify Odyssey through reimbursement to Odyssey of its costs in connection with Odyssey's fulfillment of the terms of the Agreement, or Fairfax shall make payment directly to the Insured to the same extent as if Fairfax, rather than Odyssey, were party with Ranger to the Agreement, and were named on the Endorsement. It is Fairfax's intent that this Indemnification Agreement shall be an enforceable obligation, subject to the laws of the State of New York. FAIRFAX FINANCIAL HOLDINGS LIMITED By: /s/ ERIC SALSBERG ------------------------------------ Name: Eric Salsberg Title: Vice President, Corporate Affairs Dated: March 20, 2001