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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
   FORM 8-K CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934   Date of Report (Date of earliest event reported): September 27, 2004 Odyssey Re Holdings Corp. (Exact name of Registrant as specified in its charter)
 Delaware
    
    6719
    
    52-2301683(State or Other Jurisdiction
of Incorporation)
    
    Commission
File Number
    
    (I.R.S. Employer
Identification Number)
 Odyssey Re Holdings Corp.
140 Broadway, 39th Floor, New York, New York 10005
(212) 978-4700 
    Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2.below): o     Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425) o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12) o     Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b)) o     Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13c-4(c))




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Item 1.01. Entry into a Material Definitive Agreement. Credit Agreement On September 27, 2004, Odyssey Re Holdings Corp. (ORH) and its subsidiaries
Odyssey America Reinsurance Corporation, Clearwater Insurance Company, Hudson
Insurance Company and Hudson Specialty Insurance Company entered into a Credit
Agreement with Bank of America, N.A. (Bank of America), as administrative
agent, a lender and letter of credit issuer, and JPMorgan Chase Bank, Citizens
National Bank and PNC Bank, as lenders. The Credit Agreement provides for a 364-day revolving credit facility of $90
million, which is available for direct, unsecured borrowings by ORH. The
credit facility includes a $65 million sub-limit for the issuance of standby
letters of credit for the account of ORH or one or more of its insurance and
reinsurance company subsidiaries. The credit facility will be used for working
capital and other lawful corporate purposes, and for the issuance of letters of
credit to support reinsurance liabilities. Pursuant to the Credit Agreement, approximately $21 million in existing
unsecured letters of credit and approximately $19.58 million in existing
secured letters of credit, in each case issued prior to the execution of the
Credit Agreement, are deemed to have been issued pursuant to the credit
facility. All letters of credit issued under the credit facility (other than
the existing unsecured letters of credit referred to above) will be fully
secured. Letters of credit issued under the credit facility will have a
maximum term of one year, but may, in the sole discretion of Bank of America,
be automatically renewable, subject to certain conditions. Loans under the credit facility will bear interest at a fluctuating rate per
annum equal to the higher of (a) the federal funds rate plus 0.5% and (b) Bank
of Americas publicly announced prime rate. Alternatively, loans will bear
interest at the Eurodollar Rate, which is the offered rate that appears on
the page of the Telerate screen that displays an average British Bankers
Association Interest Settlement Rate for deposits in dollars, plus 1.250%. All revolving loans outstanding under the credit facility will be due and
payable on September 27, 2005; provided, however, that such date may, at the
annual request of ORH and in the sole discretion of each lender, be extended
for an additional 364 days (such date, as extended, the Revolving Commitment
Maturity Date). On the Revolving Commitment Maturity Date, ORH will have the
option, subject to certain conditions, to convert all or a portion of the
revolving loans then outstanding to term loans due on the date 12 months after
the Revolving Commitment Maturity Date. In the case of letters of credit
issued under the credit facility, without approval of the lenders, the
expiration date shall be no later than the earlier of (a) one year following
the date of issuance or last extension of such letter of credit and (b) the day
that is seven days prior to the Revolving Commitment Maturity Date. The Credit Agreement includes customary affirmative and negative covenants,
such as limitations on the creation of new indebtedness and on certain liens,
restrictions on certain transactions and payments, maintenance of minimum
statutory surplus and a maximum debt to total capitalization ratio. A default
under the Credit Agreement may be triggered by events such




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as a failure to comply with financial covenants or other covenants under the
Credit Agreement, a failure to make payments when due in respect of or a
failure to perform obligations relating to debt obligations in excess of $25
million, a change of control of ORH, or certain ratings downgrades. A default
under the Credit Agreement would permit the participating banks to restrict
ORHs ability to further access the credit facility for loans, require the
immediate repayment of any outstanding loans with interest and require the cash
collateralization of outstanding letter of credit obligations. Certain of the lenders and/or their affiliates have provided, from time to
time, and may continue to provide, commercial banking, investment banking,
financial and other services to ORH and/or its affiliates for which ORH and/or
its affiliates have paid, and intend to pay, customary fees. Third Amended and Modified Office Lease Agreement On September 27, 2004, Odyssey America Reinsurance Corporation (the Tenant),
a wholly-owned subsidiary of ORH, entered into a Third Amended and Modified
Office Lease Agreement (the Agreement) with First Stamford Place L.L.C.,
Merrifield First Stamford L.L.C. (together with First Stamford Place L.L.C.,
the Landlord), Fairfax First Stamford L.L.C. and TIG Insurance Company. The
Agreement amends a Lease Agreement, dated as of December 2, 1996, in relation
to 300 First Stamford Place, Stamford, Connecticut, the Tenants principal
place of business, which Lease Agreement was amended by a 1st Amendment of
Office Lease dated June 6, 1997 and a Second Amendment of Office Lease
Agreement dated as of October 29, 1999 (as amended, the Lease). Prior to the Agreement, the term of the Lease was to expire on September
30, 2007. Pursuant to the Agreement, the term of the Lease was extended and
expires on September 30, 2022. In addition, pursuant to the Agreement, the
Tenant was granted two options to renew the term of the Lease for up to two
consecutive terms, each of five years (i) commencing October 1, 2022 and
expiring on September 30, 2027 and (ii) commencing October 1, 2027 and expiring
on September 30, 2032. In connection with the execution of the Agreement, by a
separate written instrument, ORH guaranteed to the Landlord the full and timely
performance of all of the Tenants obligations under the Lease. TIG Insurance Company owns approximately 19.5% of ORHs outstanding common
stock and is a majority-owned subsidiary of Fairfax Financial Holdings Limited,
ORHs majority stockholder. Fairfax First Stamford L.L.C. is neither
associated nor affiliated with Fairfax Financial Holdings Limited.




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Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant. Credit Agreement See Item 1.01 above. ORH and its subsidiaries have not made any
borrowings under the revolving credit facility as of the date of this Report on
Form 8-K. Other than the existing $19.58 million of secured letters of credit
and the existing $21 million of unsecured letters of credit described above, no
letters of credit have been issued under the credit facility as of the date of
this Report on Form 8-K.




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SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized. Date: September 30, 2004 ODYSSEY RE HOLDINGS CORP.By:
    /s/ Donald L. SmithName:
    Donald L. SmithTitle:
    Senior Vice President,
General Counsel and Corporate
Secretary