Amendments to Credit Agreements.
On July 23, 2009, Validus Holdings, Ltd. ("Validus Holdings") and its wholly owned subsidiary Validus Reinsurance, Ltd. ("Validus Re") received consents from the lenders under their Three-Year Unsecured Letter of Credit Facility Agreement, dated as of March 12, 2007 (as amended, the "Three-Year Facility") and the Five-Year Secured Letter of Credit Facility Agreement, dated as of March 12, 2007 (as amended, the "Five-Year Facility" and together with the Three-Year Facility, the "Validus Facilities") to amend the Validus Facilities. On July 23, 2009, Validus Holdings and its wholly owned subsidiary Talbot Holdings Ltd. ("Talbot Holdings") received consents from the lenders under their Standby Letter of Credit Facility, dated as of November 28, 2007 (as amended, the "Talbot Facility" and together with the Validus Facilities, the "Credit Facilities") to amend the Talbot Facility.
The Credit Facilities are being amended to permit Validus Holdings' previously announced acquisition of IPC Holdings, Ltd. ("IPC") pursuant to the Agreement and Plan of Amalgamation, dated as of July 9, 2009, among IPC, Validus Holdings and Validus Ltd., a wholly owned subsidiary of Validus Holdings. In addition to permitting the acquisition, the amendments increase letter of credit fees, commitment fees and interest margins. The amendments to the Credit Facilities will become effective upon consummation of the acquisition and satisfaction or waiver of the other conditions contained therein.
The foregoing description of the amendments does not purport to be complete and is qualified in its entirety by reference to the amendments attached hereto as Exhibits 10.1 and 10.2, which are incorporated herein by reference. Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit         Description
Exhibit 10.1    Amendment No. 1, dated as of July 23, 2009, to the $100 million Standby
                Letter of Credit Facility dated as of 28 November 2007, among Talbot
                Holdings Ltd., Validus Holdings, Ltd., the Lenders party thereto and
                Lloyds TSB Bank plc, as Agent.

Exhibit 10.2    Second Amendment, dated as of July 24, 2009, to each of the Three-Year
                Unsecured Letter of Credit Facility Agreement dated as of March 12,
                2007, as amended by the First Amendment dated October 25, 2007, and the
                Five-Year Secured Letter of Credit Facility Agreement dated as of
                March 12, 2007, as amended by the First Amendment dated October 25,
                2007, among Validus Holdings, Ltd., Validus Reinsurance, Ltd., the
                Lenders party thereto and JPMorgan Chase Bank, National Association, as
                administrative agent for the Lenders.