Item 1.02 Termination of a Material Definitive Agreement.
On February 12, 2008, XL Re Ltd, a Bermuda exempted company and wholly-owned subsidiary of XL Capital Ltd, a Cayman Islands company (the "Registrant"), entered into termination agreements (the "Termination") in connection with (i) the Revolving Credit and Security Agreement, dated as of February 25, 2003, as amended (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 (collectively, the "Lenders"), Citibank, N.A. and the other Secondary Lenders from time to time parties thereto, as Secondary Lenders (collectively, the "Secondary Lenders"), and Citicorp North America, Inc., as Agent (the "Agent"), and (ii) the Control Agreement, dated as of February 25, 2003, as amended (the "Control Agreement"), among XL Re Ltd, as Borrower, Citicorp North America, Inc., as Agent, and Mellon Bank, N.A., as Securities Intermediary (the "Securities Intermediary"). The proceeds of advances under these facilities were used to fund a trust account ("Trust") to collateralize the reinsurance obligations of XL Re Ltd under an intercompany quota share reinsurance agreement. After reviewing its other available sources of collateral, the Registrant concluded for commercial reasons to terminate this facility. There were no penalties associated with the Termination.
The Agent, the Securities Intermediary and certain of the Lenders and the Secondary Lenders and/or their respective affiliates have, from time to time, performed various commercial banking, investment banking and/or financial advisory services for XL Re Ltd and/or the Registrant in the ordinary course of business.
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.
| XL Capital Ltd | ||||
| February 18, 2008 | By: |
/s/ Robert Kuzloski
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| Name: Robert Kuzloski | ||||
| Title: Vice President, Assistant General Counsel | ||||