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Press Release Details


Fairfax Announces Further Amendments to Its Previously Announced Tender Offer

05/20/2011

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TORONTO, ONTARIO -- (MARKET WIRE) -- 05/20/11 -- (Note: All dollar amounts in this news release are expressed in U.S. dollars, except as otherwise noted.)

Fairfax Financial Holdings Limited (TSX: FFH)(TSX: FFH.U) ("Fairfax") announced today further amendments to certain terms of its previously announced offer to purchase for cash (as amended, the "Offer") outstanding notes of the series listed in the table below (collectively, the "Notes") of Fairfax and its wholly-owned subsidiaries Odyssey Re Holdings Corp. ("OdysseyRe") and Crum & Forster Holdings Corp. ("Crum & Forster"). Fairfax has amended the terms of the Offer to increase the aggregate principal amount of Notes that may be purchased to $691,233,000 (the "New Tender Cap") from $510,600,000 (the "Old Tender Cap"). Fairfax has also amended the terms of the Offer to increase the Maximum Tender Amount applicable to Fairfax's 7.750% Senior Notes due 2017 (the "Fairfax 2017 Notes") to $233,561,000 from $120,000,000. In addition, Fairfax has extended the expiration of the Offer to 8:00 a.m., New York City time, on June 6, 2011 from 8:00 a.m., New York City time, on June 2, 2011.

The following table sets forth the Notes that are subject to the Offer and certain other terms of the Offer, as amended hereby, as well as the aggregate principal amounts of Notes validly tendered and not validly withdrawn at or prior to 5:00 p.m., New York City time, on May 17, 2011, the Early Tender Date for the Offer:

                                                                   Aggregate
                               Accept                              Principal
                                -ance    Aggregate                    Amount
                               Priori    Principal      Maximum  Tendered as
Title of                 CUSIP    -ty       Amount       Tender of the Early
 Securities   Issuer   Numbers  Level  Outstanding       Amount  Tender Date
----------------------------------------------------------------------------
7.750%
 Senior
 Notes due
 2012        Fairfax 303901AN2      1 $180,568,000 $180,568,000  $92,318,000
7.750%
 Senior
 Notes due    Crum &
 2017        Forster 228800AF5      2 $330,000,000 $330,000,000 $323,765,000
7.750%
 Senior
 Notes due
 2017        Fairfax 303901AP7      3 $282,625,000 $233,561,000 $233,561,000
7.650%
 Senior
 Notes due
 2013      OdysseyRe 67612WAC2      4 $225,000,000  $90,000,000  $41,589,000
6.875%
 Senior
 Notes due
 2015      OdysseyRe 67612WAD0      5 $125,000,000  $45,000,000  $16,045,000
8.250%
 Senior
 Notes due
 2015        Fairfax 303901AC6      6  $90,864,000  $30,000,000  $52,763,000

The purchase by Fairfax of Notes in the principal amount of $180,633,000 greater than the prior Old Tender Cap is subject to the satisfaction or waiver of the conditions to the Tender Offer, including the condition that, in addition to the offering of new notes already completed, Fairfax complete its offering in Canada of C$400,000,000 principal amount of debt securities. Subject to the satisfaction or waiver of the conditions to the Offer, Fairfax expects that the purchase of Notes in addition to the Notes already accepted for payment will occur on June 6, 2011.

Except as set forth herein, the terms and conditions of the Offer remain unchanged, including the withdrawal deadline which was 5:00 p.m., New York City time, on May 17, 2011. Tendered Notes may no longer be withdrawn. Fairfax is making the Offer only by, and pursuant to the terms and conditions set forth in, the Offer to Purchase dated May 4, 2011 (the "Offer to Purchase") and the related Letter of Transmittal, except as amended by Fairfax's press release dated May 18, 2011 and as further amended hereby. As provided in the Offer to Purchase, Fairfax reserves the right to amend, modify or, waive at any time, or from time to time, the terms of the Offer in any respect with respect to any or all Series of Notes.

BofA Merrill Lynch is the Lead Dealer Manager for the Offer. Questions regarding the Offer may be directed to BofA Merrill Lynch Debt Advisory Services at (888) 292-0070 (toll-free) or (980) 388-9217 (collect). Global Bondholder Services Corporation has been retained as depositary and information agent for the Offer. Requests for documents may be directed to Global Bondholder Services Corporation by telephone at (866) 387-1500 (toll-free) or in writing at 65 Broadway - Suite 404, New York, New York 10006, Attention: Corporate Actions.

This news release shall not constitute an offer to sell, a solicitation to buy or an offer to purchase or sell any securities. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful. The referenced offering of Canadian dollar-denominated debt securities has not been and will not be registered under the US Securities Act of 1933, as amended, and such securities may not be offered or sold in the United States or to US persons except pursuant to an applicable exemption from the registration requirements of such Act.

Fairfax Financial Holdings Limited is a financial services holding company which, through its subsidiaries, is engaged in property and casualty insurance and reinsurance and investment management.

Contacts:
Fairfax Financial Holdings Limited
John Varnell
Chief Financial Officer
(416) 367-4941

Media Contact
Paul Rivett
Chief Legal Officer
(416) 367-4941

Source: Fairfax Financial Holdings Limited