XL Capital Ltd 8K - 12/19/06
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): December 19,
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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1-10804
|
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)
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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
December 19, 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 a Third
Amendment Agreement (the “Amendment”) to the Master Standby Letter of Credit and
Reimbursement Agreement, dated as of September 30, 2005, as amended (the
“Agreement”), between the Account Parties and National Australia Bank Limited,
New York Branch, as the Bank.
The
Agreement provides for letters of credit in aggregate principal amount not
exceeding $150,000,000 at any one time outstanding. The Amendment extends the
termination date to December 31, 2007 and amends the fees payable thereunder.
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
December 19, 2006, the Company, together with its wholly-owned subsidiaries
XLA,
XLI and XLRe (together with the Company, XLA and XLI, the “Obligors”), entered
into a 364-Day Credit Agreement (the “Credit Agreement”) with 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. Interest and fees payable under the Credit
Agreement shall be determined pursuant to the terms set forth therein. The
commitments under the Credit Agreement will expire on, and amounts borrowed
under the Credit Agreement may be borrowed, repaid and reborrowed from time
to
time until, the earlier of (i) December 19, 2007, subject to a one year
extension at the option of the Obligors and (ii) the date of termination in
whole of the commitments upon an optional termination or reduction of the
commitments by the Obligors or upon an event of default. Each of the Company,
XLA, XLI and XLRe guarantees the obligations of the other Obligors under the
Credit Agreement. The Credit 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 Credit 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 Credit
Agreement is qualified in its entirety by reference to the Credit Agreement,
which is attached hereto as Exhibit 10.2 and incorporated herein by
reference.
Certain
of
the Lenders party to the Agreement and/or the Credit Agreement and their
respective affiliates have, from time to time, performed various investment
or
commercial banking and financial advisory services for the Account Parties
and
the Obligors 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 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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Third
Amendment Agreement, dated as of December 19, 2006, to the Master
Standby
Letter of Credit and Reimbursement Agreement, dated as of September
30,
2005, by and between XL Capital Ltd, X.L. America, Inc., XL Insurance
(Bermuda) Ltd and XL Re Ltd, as Account Parties, and National Australia
Bank Limited, New York Branch, as the Bank.
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10.2
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364-Day
Credit Agreement, dated as of December 19, 2006, 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.
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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: December
21, 2006
XL
CAPITAL
LTD
(Registrant)
By: /s/
Kirstin Romann Gould
Name: Kirstin
Romann Gould
Title:
Secretary