XL Capital Ltd - 8K - 05/26/06
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): May 26,
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)
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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
26, 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. 2 (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 conforms
the
terms of the Agreement to the terms of that certain Credit Agreement, dated
as
of June 22, 2005, among the Account Parties and JPMorgan Chase Bank, N.A.,
as
administrative agent, as amended by that certain Amendment No. 1 dated as of
May
5, 2006. 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.
The
Bank
party to the Agreement and/or its 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:
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Exhibit
No.
|
Description
|
|
10.1
|
Amendment
No. 2, dated as of May 26, 2006, to the Master Standby Letter of
Credit
and Reimbursement Agreement, dated as of September 30, 2005, between
XL
Capital Ltd, X.L. America, Inc., XL Insurance (Bermuda) Ltd and XL
Re Ltd,
as Account Parties and Guarantors, and National Australia Bank Limited,
New York Branch, as the Bank.
|
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 30,
2006
XL
CAPITAL LTD
(Registrant)
By:
/s/
Kirstin Gould
Name: Kirstin
Gould
Title: Senior
Vice President,
Chief Corporate Legal Officer &
Secretary