XL Capital Ltd - 8k

0000950162-06-000615.txt : 20060519 0000950162-06-000615.hdr.sgml : 20060519 20060519163153 ACCESSION NUMBER: 0000950162-06-000615 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20060515 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060519 DATE AS OF CHANGE: 20060519 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: 06855715 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_051506.htm XL CAPITAL LTD - 8K - 05/15/06 XL Capital Ltd - 8k - 05/15/06

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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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

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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)

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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 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:

Exhibit No.	Description
10.1	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	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.

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

EX-10.1 2 ex10_1.htm EXHIBIT 10.1 Exhibit 10.1

Exhibit 10.1

AMENDMENT NO. 1 TO CREDIT AGREEMENT

AMENDMENT NO. 1, dated as of May 15, 2006, to the Credit Agreement (as defined below), between XL CAPITAL LTD, a Cayman Islands exempted limited company, X.L. AMERICA, INC., a Delaware corporation, XL INSURANCE (BERMUDA) LTD, a Bermuda limited liability company, and XL RE LTD, a Bermuda limited liability company, and DEUTSCHE BANK AG NEW YORK BRANCH, as the Lender.

The Obligors and the Lender are parties to a 364-day Credit Agreement dated as of December 23, 2005 (the “Credit Agreement”), providing, subject to the terms and conditions thereof, for extensions of credit to be made by or on behalf of the Lender to the Account Parties in an aggregate principal or face amount not exceeding $100,000,000. The Obligors and the Lender wish to amend the Credit Agreement in certain respects and, accordingly, the parties hereto hereby agree as follows:

Section 1. Definitions. Except as otherwise defined in this Amendment No. 1, terms defined in the Credit Agreement are used herein as defined therein.

Section 2. Amendments. Effective as of the date hereof as provided in Section 5 of this Amendment No. 1, the Credit Agreement is hereby amended as follows:

2.01. References in the Credit Agreement to “this Agreement” (and indirect references such as “hereunder”, “hereby”, “herein” and “hereof”) shall be deemed to be references to the Credit Agreement as amended hereby.

2.02. Section 1.01 of the Credit Agreement is hereby amended by inserting the following definitions (or, in the case of any of the following defined terms that are already defined in the Credit Agreement, by amending and restating in its entirety each such term to read as set forth below) in their proper respective alphabetical locations:

“SCA” means Security Capital Assurance Ltd, a Bermuda limited liability company.

“SCA IPO” means the issuance or sale of common shares of SCA to the public pursuant to an effective registration statement filed under the Securities Act of 1933, as amended, in connection with an underwritten offering.

“Significant Subsidiary” means, at any time, each Subsidiary of XL Capital that, as of such time, meets the definition of a “significant subsidiary” under Regulation S-X of the SEC; provided, however, that for purposes of this Agreement, from and after the consummation of the SCA IPO, neither SCA nor any of its Subsidiaries shall be a “Significant Subsidiary” of XL Capital.

“Subsidiary” means, with respect to any Person (the “parent”), at any date, any corporation (or similar entity) of which a majority of the shares of outstanding capital stock normally entitled to vote for the election of directors (regardless of any contingency which does or may suspend or dilute the voting rights of such capital stock) is at such time owned directly or indirectly by the parent or one or more subsidiaries of the parent; provided, however, that for purposes of this Agreement, from and after the consummation

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of the SCA IPO, neither SCA nor any of its Subsidiaries shall be a “Subsidiary” of any Account Party. Unless otherwise specified, “Subsidiary” means a Subsidiary of an Account Party.

“XL Capital Group” means XL Capital Group as determined from time to time by A.M. Best & Co. (or its successor).

2.03. Section 6.09 of the Credit Agreement is hereby amended by inserting a new sentence at the end thereof to read as follows:

“Notwithstanding anything in this Section to the contrary, from and after the SCA IPO, no Account Party will issue any Letter of Credit, or renew or permit to renew any Letter of Credit existing as of the SCA IPO, or use the proceeds of any Loan, to support the obligations of, or otherwise primarily for the general corporate purposes of, SCA and its Subsidiaries”.

2.04. Section 7.07 and 7.08 of the Credit Agreement entitled “Financial Strength Ratings” and “Private Act”, respectively, are hereby amended by re-numbering such sections as Sections 7.08 and 7.09, respectively.

2.05 Section 7.08 of the Credit Agreement is hereby amended by inserting the word “Group” immediately after the reference in the first line thereof to “XL Capital”.

Section 3. Waiver. Effective as of the date hereof as provided in Section 5 of this Amendment No. 1, the Lender hereby agrees that, notwithstanding anything in Section 7.02 of the Credit Agreement to the contrary, the issuance or sale of shares of SCA pursuant to the SCA IPO shall be permitted and shall not reduce the basket under Section 7.02(b) of the Credit Agreement available to the Account Parties and their respective Subsidiaries for the calendar year ending December 31, 2006.

Section 4. Representations and Warranties. Each Account Party hereby represents and warrants to the Lender that (i) the representations and warranties of such Account Party set forth in Article IV of the Credit Agreement are, on the date hereof, true and complete as if made on the date hereof (and after giving effect to this Amendment No. 1) and as if each reference in said Article IV to “this Agreement” includes reference to this Amendment No. 1 and (ii) both immediately before and after giving effect to the amendments under Section 2 hereof, no Default has occurred and is continuing.

Section 5. Conditions Precedent. The amendments to the Credit Agreement set forth in Section 2 of this Amendment No. 1 and the waiver under Section 3 of this Amendment No. 1 shall become effective, as of the date hereof, upon receipt by the Lender of one or more counterparts of this Amendment No. 1 duly executed and delivered by each of the Obligors and the Lender.

Section 6. Miscellaneous. Except as herein provided, the Credit Agreement shall remain unchanged and in full force and effect. This Amendment No. 1 may be executed in any number of counterparts, all of which taken together shall constitute one and the same agreement and any of the parties hereto may execute this Amendment No. 1 by signing any such

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counterpart. This Amendment No. 1 shall be governed by, and construed in accordance with, the laws of the State of New York.

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be duly executed and delivered as of the day and year first above written.

XL CAPITAL LTD,

as an Account Party and a Guarantor

By: /s/ Brian O’Hara

Name: Brian O’Hara

Title: President and Chief Executive

Officer

X.L. AMERICA, INC.,

as an Account Party and a Guarantor

By: /s/ Gabriel Carino

Name: Gabriel Carino

Title: Senior Vice President &

Treasurer (XLGS)

XL INSURANCE (BERMUDA) LTD,

as an Account Party and a Guarantor

By: /s/ Brian O’Hara

Name: Brian O’Hara

Title: Director

XL RE LTD,

as an Account Party and a Guarantor

By: /s/ Brian O’Hara

Name: Brian O’Hara

Title: Director

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DEUTSCHE BANK AG NEW YORK BRANCH

By: /s/ Richard Herder

Name: Richard Herder

Title: Managing Director

By: /s/ Ruth Leung

Name: Ruth Leung

Title: Director

EX-10.2 3 ex10_2.htm EXHIBIT 10.2 Exhibit 10.2

Exhibit 10.2

Execution Text

To: XL Capital Ltd

X.L. America, Inc.

XL Insurance (Bermuda) Ltd

XL Re Ltd

(the Obligors)

Letter of Amendment - Letter of Credit and Reimbursement Agreement

16 May, 2006

Dear Sirs

£500,000,000 letter of credit and reimbursement agreement dated 14 March 2006 between the Obligors, the Lenders, Citibank International PLC as Agent and Security Trustee, Barclays Capital and Citigroup Global Markets Limited as Arrangers (the Facility Agreement)

We refer to the Facility Agreement.

Capitalised terms defined in the Facility Agreement have the same meaning when used in this Letter of Amendment unless otherwise defined in this Letter of Amendment or where the context so requires.

1.	Amendments

It is hereby agreed that the Facility Agreement shall be amended as follows (and in the order set out below).

(a)

The definition of Significant Subsidiary in clause 1.1 (Defined Terms) shall be amended by adding the following words immediately before the semi-colon at the end of that definition: “(but for the avoidance of doubt none of Security Capital Assurance Ltd or any of its subsidiaries shall be a “Significant Subsidiary” for the purposes of this Agreement).”

(b)

The definition of Subsidiary in clause 1.1 (Defined Terms) shall be amended as follows:

(i) the full stop at the end of the first sentence shall be deleted and replaced with a semi-colon; and

(ii) the following words shall be added to the end of that sentence:

“provided, however, that for the purposes of this Agreement, neither Security Capital Assurance Ltd nor any of its subsidiaries shall be a “Subsidiary” of any Obligor.”

(c)

Clause 17.14 shall be amended as follows:

The words “31 December, 2005” shall be deleted and replaced with “31 March, 2006”.

(d) Clause 19.2 shall be amended by deleting the word “or” at the end of Clause 19.2(d), by replacing the full-stop at the end of Clause 19.2(e) with a semi-colon and the word “or”, and by adding a new clause 19.2(f) as follows:

“(f) the disposition of Security Capital Assurance Ltd and its subsidiaries by the Account Party and its Subsidiaries.”

(e) Schedule 3 to the Facility Agreement is hereby deleted and replaced in its

entirety with Schedule 3 attached hereto at Annex 1 to this Letter of

Amendment.

2. Representations and Warranties

Each Obligor represents and warrants that:

(a)	it has full power and authority to enter into and deliver this Letter of Amendment agreement and that such execution and delivery has been duly authorised by all necessary corporate action of the Account Party and each other Obligor; and

(b) the Representations are true in all material respects as if made on the date of the last Obligor’s countersignature of this Letter of Amendment.

3. Confirmation

Each party hereto agrees that any and all references to the Facility Agreement in any of the Finance Documents shall be construed as references to the Facility Agreement as amended, modified or varied in accordance with the terms of this Letter of Amendment.

Each Obligor hereby confirms that the Guaranteed Obligations as set out in Clause 16 (Guarantee and Indemnity) of the Facility Agreement extend to the Guaranteed Obligations under the Facility Agreement as amended by this Letter of Amendment, and that the terms of Clause 16, and each guarantee and indemnity given thereunder, shall continue in full force and effect.

4. Costs and Expenses

The Account Party shall reimburse the Agent for its reasonable costs and expenses together with any VAT thereon incurred directly in connection with this Letter of Amendment.

5. Counterparts

This Letter of Amendment may be signed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of the Letter of Amendment.

6. Nature of the Document

This Letter of Amendment shall be a Finance Document.

7. Miscellaneous

Other than the amendments contained in this Letter of Amendment, the Facility Agreement and the rights and obligations contained therein shall continue in full force and effect.

8.	Governing Law

This letter is governed by English law.

Please confirm your agreement to the matters set out in this Letter of Amendment by countersigning and returning to us a copy of this Letter of Amendment.

Yours faithfully,

……/s/ Sonia Gosparini………

for and on behalf of

CITIBANK INTERNATIONAL PLC

as Agent, for itself and the Lenders

We agree to the above

……/s/ Brian M. O’Hara………

for and on behalf of

XL CAPITAL LTD

……/s/ Gabriel C. Carino………

for and on behalf of

X.L. AMERICA, INC.

……/s/ Brian M. O’Hara…………

for and on behalf of

XL INSURANCE (BERMUDA) LTD

……/s/ Brian M. O’Hara…………

for and on behalf of

XL RE LTD