EXHIBIT 10.9
COMMON SECURITIES SUBSCRIPTION AGREEMENT
COMMON SECURITIES SUBSCRIPTION AGREEMENT, dated as of May 22, 2003
(this "Agreement"), between PXRE Capital Trust III, a statutory trust created
under the laws of the State of Delaware (the "Trust"), and PXRE Group Ltd., a
holding company organized under the laws of Bermuda (the "Buyer"), relating to
the Trust's common securities (liquidation amount of $1,000 per security)
representing undivided beneficial interests in the assets of the Trust (the
"Common Securities"). Capitalized terms used herein and not otherwise defined
herein have the respective meanings ascribed thereto in the Capital Securities
Subscription Agreement (as defined below).
WHEREAS, the Trust, the Buyer and InCapS Funding I, Ltd. have
entered into a Capital Securities Subscription Agreement, dated May 13, 2003
(the "Capital Securities Subscription Agreement"), in connection with the
issuance and sale of capital securities (liquidation amount of $1,000 per
security) (the "Capital Securities") by the Trust; and
WHEREAS, the Buyer, as sponsor of the Trust, desires to purchase
from the Trust, and the Trust desires to sell to the Buyer, all of the Common
Securities.
NOW, THEREFORE, in consideration of the foregoing premises and the
conditions and agreements hereinafter set forth, the parties hereto agree as
follows:
1. The Buyer hereby subscribes for and offers to purchase from the
Trust, and the Trust hereby accepts such offer and agrees to issue and sell to
the Buyer, contemporaneously on May 22, 2003, 464 Common Securities with an
aggregate liquidation amount with respect to the assets of the Trust of FOUR
HUNDRED AND SIXTY FOUR THOUSAND Dollars ($464,000) in consideration of the
payment on or before the date hereof of FOUR HUNDRED AND SIXTY FOUR THOUSAND
Dollars ($464,000) in immediately available funds.
2. The Trust represents and warrants that, upon execution and
delivery of the Common Securities to the Buyer, the Common Securities will be
duly authorized, validly issued, fully paid and nonassessable and entitled to
the benefits and subject to the terms of the Amended and Restated Declaration of
Trust, dated as of May 22 2003, among the Buyer, as sponsor, Wilmington Trust
Company, as Institutional Trustee, Wilmington Trust Company, as Delaware
Trustee, and Xxxx Xxxxx, Xxxxx Xxxxxx and Xxxx Xxxxxxxx, as Administrators, and
the holders from time to time of undivided beneficial interests in the Trust.
3. This Agreement shall be governed by, and construed in accordance
with, the laws of the State of New York, without regard to conflict of law
principles of said State other than Section 5-1401 of the New York General
Obligations Law.
4. This Agreement may be executed in any number of counterparts,
each of which when so executed shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Common
Securities Subscription Agreement to be duly executed as of the date first
written above.
PXRE CAPITAL TRUST III
By:
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Xxxx Xxxxx
Administrator
By:
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Xxxxx Xxxxxx
Administrator
By:
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Xxxx Xxxxxxxx
Administrator
PXRE GROUP LTD.
By:
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Name:
Title:
