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): March 14,
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.
On
March
14, 2006, XL Capital Ltd, a Cayman Islands 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 XLA, XLI, and the
Company, the “Guarantors”), entered into a 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. Fees and interest, if any,
payable under the Agreement shall be determined pursuant to the terms set
forth
therein. The Lenders’ commitments under the Agreement will terminate on the
earlier of (i) November 30, 2007 or (ii) the date of termination in whole
of the
commitments upon an optional cancellation or reduction of the commitments
by the
Company or upon an event of default. The foregoing description of the Agreement
is qualified in its entirety by reference to the Agreement, which is attached
hereto as Exhibit 10.1 and incorporated herein by reference.
Certain
of the Lenders and/or their affiliates have, from time to time, performed
various investment or commercial banking and financial advisory services
for the
Company and/or the other Guarantors 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.
|
The
information contained in Item 1.01 of this Current Report on Form 8-K concerning
the Agreement is incorporated by reference herein.
Item
9.01.
Financial
Statements and Exhibits.
(c) 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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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: March
17,
2006
XL CAPITAL LTD
(Registrant)
By: /s/
Fiona Luck
Name: Fiona
Luck
Title:
Executive
Vice President,
Global Head of Corporate Services &
Assistant
Secretary