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): May 15,
2006
————————————
XL
CAPITAL LTD
(Exact
name of registrant as specified in its charter)
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|
Cayman
Islands
|
1-10809
|
98-0191089
|
|
(State
or other jurisdiction
of
incorporation)
|
(Commission
File Number)
|
(I.R.S.
Employer Identification No.)
|
XL
House, One Bermudiana Road, Hamilton, Bermuda HM 11
(Address
of principal executive offices)
Registrant’s
telephone number, including area code: (441) 292 8515
Not
Applicable
(Former
name or former address, if changed since last report)
————————————
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:
[
]
Written communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
[
]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[
]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17 CFR 240.14d-2(b))
[
]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
(17 CFR 240.13e-4(c))
Item
1.01. Entry into a Material Definitive Agreement.
Credit
Facilities
On
May
15, 2006, XL Capital Ltd, a Cayman Islands exempted limited company (the
“Company”), together with its wholly-owned subsidiaries X.L. America, Inc., a
Delaware corporation (“XLA”), XL Insurance (Bermuda) Ltd, a Bermuda exempted
company (“XLI”), and XL Re Ltd, a Bermuda exempted company (“XLRe” and, together
with the Company, XLA and XLI, the “Account Parties”), entered into Amendment
No. 1 (the “Amendment”) to the 364-Day Credit Agreement, dated as of December
23, 2005 (the “Credit Agreement”), between the Account Parties and Deutsche Bank
AG New York Branch, as the Lender.
The
Credit Agreement provides for letters of credit and revolving credit loans
of up
to, in the aggregate, $100,000,000. The Amendment, among other things, provides
that the registrant's subsidiary Security Capital Assurance Ltd (“SCA”) and its
subsidiaries will be excluded from the defined terms “Significant Subsidiary”
and “Subsidiary” in the Credit Agreement following the initial public offering
of common shares of SCA. The foregoing description of the Amendment is qualified
in its entirety by reference to the Amendment, which is attached hereto as
Exhibit 10.1 and incorporated herein by reference.
On
May
16, 2006, the Account Parties, entered into a Letter of Amendment (the “Letter
of Amendment”) to the Letter of Credit Facility and Reimbursement Agreement (the
“Agreement”) with the Lenders party thereto (the “Lenders”) and Citibank
International plc, as Agent and Security Trustee.
The
Agreement provides for letters of credit in aggregate principal amount not
exceeding £500,000,000 at any one time outstanding. The Letter of Amendment,
among other things, provides that SCA and its subsidiaries will be
excluded from the defined terms “Significant Subsidiary” and “Subsidiary” in the
Agreement following the initial public offering of common shares of SCA.
The
foregoing description of the Letter of Amendment is qualified in its entirety
by
reference to the Letter of Amendment, which is attached hereto as Exhibit
10.2
and incorporated herein by reference.
The
Lender party to the Credit Agreement, certain of the Lenders party to the
Agreement and their respective affiliates have, from time to time, performed
various investment or commercial banking and financial advisory services
for the
Account Parties in the ordinary course of business.
Item
9.01.
Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are filed herewith:
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Exhibit
No.
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Description
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10.1
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Amendment
No. 1, dated as of May 15, 2006, to the 364-Day Credit Agreement,
dated as
of December 23, 2005, between XL Capital Ltd, X.L. America, Inc.,
XL
Insurance (Bermuda) Ltd and XL Re Ltd, as Account Parties and Guarantors,
and Deutsche Bank AG New York Branch, as the Lender.
|
|
10.2
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Letter
of Amendment, dated as of May 16, 2006, to the Letter of Credit
Facility
and Reimbursement Agreement, dated as of March 14, 2006, by and
among XL
Capital Ltd, as Account Party, XL Capital Ltd, X.L. America, Inc.,
XL
Insurance (Bermuda) Ltd and XL Re Ltd, as Guarantors, the Lenders
party
thereto and Citibank International plc, as Agent and Security
Trustee.
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SIGNATURES
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: May 19,
2006
XL
CAPITAL LTD
(Registrant)
By:
/s/
Kirstin Gould
Name:
Kirstin
Gould
Title:
Senior
Vice President,
Chief
Corporate Legal Officer &
Secretary