EXHIBIT 10.11
DEBENTURE SUBSCRIPTION AGREEMENT
DEBENTURE SUBSCRIPTION AGREEMENT, dated as of May 22, 2003 (this
"Agreement"), between PXRE Group Ltd., a holding company organized under the
laws of Bermuda (the "Company"), and PXRE Capital Trust III, a statutory trust
created under the laws of the State of Delaware (the "Trust"), relating to the
Fixed Rate Junior Subordinated Debt Securities, Series C due 2033 (the
"Debentures"), issuable pursuant to an Indenture, dated as of May 22, 2003 (the
"Indenture"), between the Company and Wilmington Trust Company, as Trustee.
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 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 Company and the Trust have entered into a Common
Securities Subscription Agreement, dated May 22, 2003 (the "Common Securities
Subscription Agreement"), in connection with the issuance and sale of common
securities (liquidation amount of $1,000 per security) (the "Common Securities")
by the Trust; and
WHEREAS, in connection with the Capital Securities Subscription
Agreement and the Common Securities Subscription Agreement and the issuance and
sale of the Capital Securities and the Common Securities pursuant thereto, the
Trust desires to purchase from the Company, and the Company desires to sell to
the Trust, all of the Debentures.
NOW, THEREFORE, in consideration of the foregoing premises and the
conditions and agreements hereinafter set forth, the parties hereto agree as
follows:
1. The Trust hereby offers to purchase from the Company, and the
Company hereby accepts such offer and agrees to issue and sell to the Trust,
contemporaneously on May 22, 2003, FIFTEEN MILLION FOUR HUNDRED AND SIXTY-FOUR
THOUSAND Dollars ($15, 464,000) aggregate principal amount of Debentures, in
consideration of the payment of FIFTEEN MILLION FOUR HUNDRED AND SIXTY-FOUR
THOUSAND Dollars ($15,464,000) in immediately available funds.
2. The Company represents and warrants that the Debentures have been
duly authorized and executed by the Company, and, when duly authenticated and
delivered to the Trust in accordance with the terms hereof and of the Indenture,
will constitute the legal, valid and binding obligations of the Company entitled
to the benefits of the Indenture, enforceable against the Company in accordance
with their terms, except to the extent that enforcement thereof may be limited
by bankruptcy, insolvency, reorganization, moratorium or other similar laws
affecting creditors' rights generally or by general principles of equity
(regardless of whether considered in a proceeding in equity or at law).
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 Debenture
Subscription Agreement to be duly executed as of the date first written above.
PXRE GROUP LTD.
By: _____________________________
Name:
Title:
PXRE CAPITAL TRUST III
By: ______________________________
Xxxx Xxxxx
Administrator
By: ______________________________
Xxxxx Xxxxxx
Administrator
By: _______________________________
Xxxx Xxxxxxxx
Administrator
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