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 5,
2006
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XL
CAPITAL LTD
(Exact
name of registrant as specified in its charter)
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Cayman
Islands
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1-10809
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98-0191089
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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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 5,
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 (i) Amendment No.
2 (the “Second Amendment”) to the Three-Year Credit Agreement, dated as of June
23, 2004 (the “Three-Year Agreement”), between the Account Parties, JPMorgan
Chase Bank, N.A., as Administrative Agent, and the Lenders party thereto
and
(ii) Amendment No. 1 (the “First Amendment”) to the Five-Year Credit Agreement,
dated as of June 22, 2005 (the “Five-Year Credit Agreement”) with JPMorgan Chase
Bank, N.A., as Administrative Agent, and the Lenders party thereto.
On
May 9,
2006, the Company, together with its wholly-owned subsidiaries XLA, XLI and
XLRe
entered into (i) a Credit Agreement (the “364-Day Agreement”), dated as of May
9, 2006, between the Account Parties, JPMorgan Chase Bank, N.A., as
Administrative Agent, and the Lenders party thereto and (ii) Amendment No.
1 (the “Bear Stearns Amendment”) to the Five-Year Credit Agreement, dated as of
August 3, 2005 (the “Bear Stearns Five-Year Credit Agreement”) with Bear Stearns
Corporate Lending Inc., as Administrative Agent, and the Lenders party
thereto.
The
Three-Year Agreement provides for letter of credit commitments of
$2,000,000,000. The Second Amendment, among other things, provides that our
subsidiary Security Capital Assurance Ltd (“SCA”) will be excluded from the
defined terms “Significant Subsidiary” and “Subsidiary” in the Three-Year
Agreement following the initial public offering of common shares of SCA.
The
foregoing description of the Second Amendment is qualified in its entirety
by
reference to the Second Amendment, which is attached hereto as Exhibit 10.1
and
incorporated herein by reference.
The
Five-Year Agreement provides for letters of credit of up to $2,250,000,000
and
up to $1,000,000,000 of revolving credit loans with the aggregate amount
of
outstanding letters of credit and revolving credit loans thereunder not to
exceed $2,350,000,000. The aggregate amount of outstanding revolving credit
loans under the Five-Year Agreement and the Three-Year Agreement may not
exceed
$1,000,000,000 at any time. The First Amendment, among other things, provides
that SCA will be excluded from the defined terms “Significant Subsidiary” and
“Subsidiary” in the Five-Year Agreement following the initial public offering of
common shares of SCA. The foregoing description of the First Amendment is
qualified in its entirety by reference to the First Amendment, which is attached
hereto as Exhibit 10.2 and incorporated herein by reference.
The
364-Day Agreement provides for letter of credit commitments of up to
$500,000,000. Interest and fees payable under the 364-Day Agreement shall
be
determined pursuant to the terms set forth therein. The commitments under
the
364-Day Agreement will expire on, and amounts borrowed under the 364-Day
Agreement may be borrowed, repaid and reborrowed from time to time until,
the
earlier of (i) May 8, 2007 and (ii) the date of termination in whole of the
commitments upon an optional termination or reduction of the commitments
by the
Account Parties or upon an event of default. Each of the Company, XLA, XLI
and
XLRe guarantees the obligations of the other Account Parties under the 364-Day
Agreement. The 364-Day Agreement contains financial covenants that require
the
Company to maintain a minimum consolidated net worth and a maximum ratio
of
total consolidated debt to the sum of total consolidated debt plus consolidated
net worth. In addition, the 364-Day Agreement contains other customary
affirmative and negative covenants for credit facilities of this type as
well as
certain customary events of default. The foregoing description of the 364-Day
Agreement is qualified in its entirety by reference to the 364-Day Agreement,
which is attached hereto as Exhibit 10.3 and incorporated herein by
reference.
The
Bear
Stearns Five-Year Credit Agreement provides for up to $100,000,000 of revolving
credit loans. The Bear Stearns Amendment, among other things, provides that
SCA
will be excluded from the defined terms “Significant Subsidiary” and
“Subsidiary” in the Bear Stearns Five-Year Credit Agreement following the
initial public offering of common shares of SCA. The foregoing description
of
the Bear Stearns Amendment is qualified in its entirety by reference to the
Bear
Stearns Amendment, which is attached hereto as Exhibit 10.4 and incorporated
herein by reference.
Certain
of the Lenders party to the Three-Year Agreement, the Five-Year Agreement,
the
Bear Stearns Five-Year Credit Agreement and/or the 364-Day 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.
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Item
2.03.
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Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a
Registrant.
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The
information contained in Item 1.01 of this Current Report on Form 8-K concerning
the 364-Day Credit Agreement is incorporated by reference herein.
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. 2, dated as of May 5, 2006, to the Three-Year Credit Agreement,
dated
as of June 23, 2004, between XL Capital Ltd, X.L. America, Inc.,
XL
Insurance (Bermuda) Ltd and XL Re Ltd, as Account Parties and Guarantors,
the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative
Agent.
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10.2
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Amendment
No. 1, dated as of May 5, 2006, to the Five-Year Credit Agreement,
dated
as of June 22, 2005, between XL Capital Ltd, X.L. America, Inc.,
XL
Insurance (Bermuda) Ltd and XL Re Ltd, as Account Parties and Guarantors,
the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative
Agent.
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10.3
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Credit
Agreement, dated as of May 9, 2006, between XL Capital Ltd, X.L.
America,
Inc., XL Insurance (Bermuda) Ltd and XL Re Ltd, as Account Parties
and
Guarantors, the Lenders party thereto and JPMorgan Chase Bank,
N.A., as
Administrative Agent.
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10.4
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Amendment
No. 1 to the Credit Agreement, dated as of August 3, 2005, between
XL
Capital Ltd, X.L. America, Inc., XL Insurance (Bermuda) Ltd and
XL Re Ltd,
as Borrowers and Guarantors, the Lenders party thereto and Bear
Stearns
Corporate Lending Inc. as Administrative
Agent.
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