-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RKX+WxX8O3jAyv7vfx8HZjUgpwJ67ytCh78qg83M4y3Vb7xscW2Mxnzg47JLKsgd zZKGt4t1KXstFimErZsRYw== 0000950162-05-000193.txt : 20050223 0000950162-05-000193.hdr.sgml : 20050223 20050223111809 ACCESSION NUMBER: 0000950162-05-000193 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20050218 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050223 DATE AS OF CHANGE: 20050223 FILER: COMPANY DATA: COMPANY CONFORMED NAME: XL CAPITAL LTD CENTRAL INDEX KEY: 0000875159 STANDARD INDUSTRIAL CLASSIFICATION: SURETY INSURANCE [6351] IRS NUMBER: 980191089 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10804 FILM NUMBER: 05633232 BUSINESS ADDRESS: STREET 1: XL HOUSE STREET 2: ONE BERMUDIANA ROAD CITY: HAMILTON HM11 BERMUD STATE: D2 BUSINESS PHONE: 4412928515 MAIL ADDRESS: STREET 1: CAHILL GORDON & REINDEL(IMMANUEL KOHN) STREET 2: 80 PINE STREET CITY: NEW YORKI STATE: NY ZIP: 10005 FORMER COMPANY: FORMER CONFORMED NAME: EXEL LTD DATE OF NAME CHANGE: 19950720 8-K 1 xl8k-022305.txt ================================================================================ 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): February 18, 2005 ------------------------ XL CAPITAL LTD (Exact name of registrant as specified in its charter) ------------------------ Cayman Islands 1-10809 98-0191089 (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) 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. On February 18, 2005, XL Re Ltd, a company organized under the laws of Bermuda and wholly-owned subsidiary of XL Capital Ltd, a Cayman Islands exempted limited company (the "Registrant"), entered into an Agreement of Amendment (the "Amendment") to the Revolving Credit and Security Agreement, dated as of February 25, 2003 (the "Credit Agreement"), among XL Re Ltd, as Borrower, CAFCO, LLC (formerly Corporate Asset Funding Company, Inc.), CRC Funding, LLC (formerly Corporate Receivables Corporation), CHARTA, LLC (formerly CHARTA Corporation) and CIESCO, LLC (formerly CIESCO, L.P.), as Lenders, Citibank, N.A. and the other Secondary Lenders from time to time parties thereto, as Secondary Lenders, and Citicorp North America, Inc., as Agent. The Credit Agreement, as previously amended, had set the date of the Secondary Lender Stated Expiration Date (as defined in the Credit Agreement) as February 18, 2005, unless extended in accordance with the terms thereof. The Amendment amends the definition of "Secondary Lender Stated Expiration Date" in the Credit Agreement by replacing the date "February 18, 2005" set forth therein with the date "February 16, 2006." The Amendment also amends the Credit Agreement to permit each of the Secured Parties (as defined in the Credit Agreement) to disclose XL Information (as defined in the Credit Agreement) to any actual or potential subordinated investor in any Conduit Lender (as defined in the Credit Agreement) or liquidity provider if such investor or liquidity provider has signed a confidentiality agreement with terms that are substantially similar to the terms of Section 9.09(c) of the Credit Agreement and otherwise in accordance with the terms thereof. A copy of the Amendment is attached hereto as Exhibit 10.2 and incorporated by reference herein. Item 9.01. Financial Statements and Exhibits. (c) Exhibits. The following exhibits are filed herewith: Exhibit No. Description ----------- ----------- 10.1 Agreement of Amendment, dated as of February 23, 2004, to the Revolving Credit and Security Agreement, dated as of February 25, 2003, among XL Re Ltd, as Borrower, CAFCO, LLC (formerly Corporate Asset Funding Company, Inc.), CRC Funding, LLC (formerly Corporate Receivables Corporation), CHARTA, LLC (formerly CHARTA Corporation) and CIESCO, LLC (formerly CIESCO, L.P.), as Lenders, Citibank, N.A. and the other Secondary Lenders from time to time parties thereto, as Secondary Lenders, and Citicorp North America, Inc., as Agent. 10.2 Agreement of Amendment, dated as of February 18, 2005, to the Revolving Credit and Security Agreement, dated as of February 25, 2003, among XL Re Ltd, as Borrower, CAFCO, LLC (formerly Corporate Asset Funding Company, Inc.), CRC Funding, LLC (formerly Corporate Receivables Corporation), CHARTA, LLC (formerly CHARTA Corporation) and CIESCO, LLC (formerly CIESCO, L.P.), as Lenders, Citibank, N.A. and the other Secondary Lenders from time to time parties thereto, as Secondary Lenders, and Citicorp North America, Inc., as Agent. 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: February 23, 2005 XL CAPITAL LTD (Registrant) By: /s/ Christopher V. Greetham ------------------------------------ Name: Christopher V. Greetham Title: Executive Vice President, Chief Investment Officer EX-10.1 2 xl8k-022305ex101.txt AGREEMENT OF AMENDMENT DATED 2/23/04 Exhibit 10.1 AGREEMENT OF AMENDMENT Dated as of February 23, 2004 Reference is made to that certain Revolving Credit and Security Agreement dated as of February 25, 2003 (as from time to time amended, the "Credit Agreement") among XL Re Ltd (the "Borrower"), CAFCO, LLC (formerly Corporate Asset Funding Company, Inc., "CAFCO"), CRC Funding, LLC (formerly Corporate Receivables Corporation, "CRC"), CHARTA, LLC (formerly CHARTA Corporation, "CHARTA"), CIESCO, LLC (formerly CIESCO, L.P., "CIESCO"), Citibank, N.A. ("Citibank"), the other banks from time to time parties thereto and Citicorp North America, Inc., as agent (the "Agent"). Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Credit Agreement. The parties hereto agree that, effective as of the date hereof, the definition "Secondary Lender Stated Expiration Date" set forth in Section 1.01 of the Credit Agreement is hereby amended by replacing the date "February 23, 2004" set forth therein with the date "February 18, 2005". The parties hereto agree that, effective as of the date hereof, clause (c) of Section 9.09 of the Credit Agreement shall be amended (i) to add the language ", to providers of program-wide credit enhancement for the Conduit Lenders (the "Credit Enhancement Providers")" after the parenthetical "(collectively, the "Secured Party Representatives")" set forth therein, (ii) to remove the word "and" before the word "Moody's" set forth therein and to add the language "or any other rating agency that rates the promissory notes of the Conduit Lenders" after the word "Moody's" set forth therein, and (iii) to add the following new language at the end thereof: "Notwithstanding the foregoing, no Secured Party may disclose any XL Information to a Credit Enhancement Provider unless such Credit Enhancement Provider has signed a confidentiality agreement with terms which are substantially similar to the terms of this Section 9.09(c)." The parties hereto agree that, effective as of the date hereof, Section 9.11 of the Credit Agreement shall be amended to add the following language at the end thereof: "The obligations of the Conduit Lenders under and in connection with this Agreement and the other Program Documents are solely the obligations of the Conduit Lenders. It is expressly agreed that no recourse shall be had for the payment of any amount owing in respect of this Agreement or any other Program Document or for any other obligation or claim arising out of or based upon this Agreement or any other Program Document, against any member, stockholder, employee, officer, manager, director, organizer or incorporator of the Conduit Lenders or against any member, stockholder, employee, officer, manager, director, organizer or incorporator of any such member, stockholder or manager." The Borrower represents and warrants to the Agent, Citibank, CAFCO, CRC, CHARTA and CIESCO that immediately after giving effect to this Agreement of Amendment, (i) the representations and warranties of the Borrower set forth in the Credit Agreement are true and correct in all material respects, and (ii) no Default or Event of Default shall be continuing. This Agreement of Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement. THIS AGREEMENT OF AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. All references in any Program Document to the Credit Agreement on and after the date hereof shall be deemed to refer to the Credit Agreement as amended hereby, and the parties hereto agree that on and after the date hereof, the Credit Agreement, as amended hereby, is in full force and effect. -2- IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed and delivered by their duly authorized officers as of the date first above written. CITICORP NORTH AMERICA, INC., CITIBANK, N.A., as Agent as Secondary Lender By: /s/ Arthur Bovino By: /s/ Arthur Bovino ------------------------- ------------------------- Name: Arthur Bovino Name: Arthur Bovino Title: Vice President Title: Vice President CAFCO, LLC, as Lender CRC FUNDING, LLC, as Lender By: Citicorp North America, Inc., By: Citicorp North America, Inc., as as Attorney-in-Fact Attorney-in-Fact By: /s/ Arthur Bovino By: /s/ Arthur Bovino ------------------------- ------------------------- Name: Arthur Bovino Name: Arthur Bovino Title: Vice President Title: Vice President CHARTA, LLC, as Lender CIESCO, LLC, as Lender By: Citicorp North America, Inc., By: Citicorp North America, Inc., as as Attorney-in-Fact Attorney-in-Fact By: /s/ Arthur Bovino By: /s/ Arthur Bovino ------------------------- ------------------------- Name: Arthur Bovino Name: Arthur Bovino Title: Vice President Title: Vice President XL RE LTD, as Borrower By: /s/ Paul S. Giordano ---------------------------- Name: Paul S. Giordano Title: Executive Vice President and Secretary -3- EX-10.2 3 xl8k-022305ex102.txt AGREEMENT OF AMENDMENT DATED 2/18/05 Exhibit 10.2 AGREEMENT OF AMENDMENT Dated as of February 18, 2005 Reference is made to that certain Revolving Credit and Security Agreement dated as of February 25, 2003 (as from time to time amended, the "Credit Agreement") among XL Re Ltd (the "Borrower"), CAFCO, LLC (formerly Corporate Asset Funding Company, Inc., "CAFCO"), CRC Funding, LLC (formerly Corporate Receivables Corporation, "CRC"), CHARTA, LLC (formerly CHARTA Corporation, "CHARTA"), CIESCO, LLC (formerly CIESCO, L.P., "CIESCO"), Citibank, N.A. ("Citibank"), the other banks from time to time parties thereto and Citicorp North America, Inc., as agent (the "Agent"). Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Credit Agreement. The parties hereto agree that, effective as of the date hereof, the definition "Secondary Lender Stated Expiration Date" set forth in Section 1.01 of the Credit Agreement is hereby amended by replacing the date "February 18, 2005" set forth therein with the date "February 16, 2006". The parties hereto agree that, effective as of the date hereof, clause (c) of Section 9.09 of the Credit Agreement shall be amended to add the language ", to any actual or potential subordinated investor in any Conduit Lender or liquidity provider if such investor or liquidity provider has signed a confidentiality agreement with terms which are substantially similar to the terms of this Section 9.09(c)" after the parenthetical "(the "Credit Enhancement Providers")" set forth therein. The Borrower represents and warrants to the Agent, Citibank, CAFCO, CRC, CHARTA and CIESCO that immediately after giving effect to this Agreement of Amendment, (i) the representations and warranties of the Borrower set forth in the Credit Agreement are true and correct in all material respects, and (ii) no Default or Event of Default shall be continuing. This Agreement of Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement. THIS AGREEMENT OF AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. All references in any Program Document to the Credit Agreement on and after the date hereof shall be deemed to refer to the Credit Agreement as amended hereby, and the parties hereto agree that on and after the date hereof, the Credit Agreement, as amended hereby, is in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed and delivered by their duly authorized officers as of the date first above written. CITICORP NORTH AMERICA, INC., CITIBANK, N.A., as Agent as Secondary Lender By: /s/ Arthur Bovino By: /s/ Arthur Bovino --------------------------- --------------------------- Name: Arthur Bovino Name: Arthur Bovino Title: Vice President Title: Vice President CAFCO, LLC, as Lender CRC FUNDING, LLC, as Lender By: Citicorp North America, Inc., as By: Citicorp North America, Inc., as Attorney-in-Fact Attorney-in-Fact By: /s/ Arthur Bovino By: /s/ Arthur Bovino --------------------------- --------------------------- Name: Arthur Bovino Name: Arthur Bovino Title: Vice-President Title: Vice-President CHARTA, LLC, as Lender CIESCO, LLC, as Lender By: Citicorp North America, Inc., as By: Citicorp North America, Inc., as Attorney-in-Fact Attorney-in-Fact By: /s/ Arthur Bovino By: /s/ Arthur Bovino --------------------------- --------------------------- Name: Arthur Bovino Name: Arthur Bovino Title: Vice-President Title: Vice-President XL RE LTD, as Borrower By: /s/ James O'Shaughnessy -------------------------------------- Name: James O'Shaughnessy Title: Senior Vice President & Chief Financial Officer 2 -----END PRIVACY-ENHANCED MESSAGE-----