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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): February 18, 2005
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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 (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)
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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))
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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
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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
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Name: Christopher V. Greetham
Title: Executive Vice President,
Chief Investment Officer