EXHIBIT 4.31
COMMON SECURITIES SUBSCRIPTION AGREEMENT
COMMON SECURITIES SUBSCRIPTION AGREEMENT, dated as of November 6, 2003
(this "Agreement"), between PXRE Capital Trust VI, a statutory trust created
under the laws of the State of Delaware (the "Trust"), and PXRE Group Ltd., a
Bermuda company (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 Purchase Agreement (as defined below).
WHEREAS, the Buyer, the Trust and the Purchaser named therein have
entered into a Purchase Agreement, dated November 6, 2003 (the "Purchase
Agreement"), in connection with the issuance and sale of Preferred Securities
(liquidation amount of $1,000 per security) by the Trust; and
WHEREAS, the Buyer, as depositor 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, contemporaneous with the Closing Date, Three Hundred Ten (310) Common
Securities with an aggregate liquidation amount with respect to the assets of
the Trust of Three Hundred Ten Thousand Dollars ($310,000) in consideration of
the payment on or before the date hereof of Three Hundred Ten Thousand Dollars
($310,000) 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 Trust Agreement,
dated as of November 6, 2003, among the Buyer, as depositor, JPMorgan Chase
Bank, as Property Trustee, Chase Manhattan Bank USA, National Association, as
Delaware Trustee, and Xxxx X. Xxxxx, Xxxxx Xxxxxx and R.E. Xxxx Xxxxxxxx, as
Administrative Trustees, and the holders from time to time of undivided
beneficial interests in the Trust.
3. This Agreement and the rights and obligations of each of the parties
hereto shall be construed and enforced in accordance with and governed by the
laws of the State of New York without reference to its conflict of laws
provisions (other than Section 5-1401 of the General Obligations Law).
4. ANY LEGAL ACTION OR PROCEEDING BY OR AGAINST ANY PARTY HERETO OR
WITH RESPECT TO OR ARISING OUT OF THIS AGREEMENT MAY BE BROUGHT IN OR REMOVED TO
THE COURTS OF THE STATE OF NEW YORK, IN AND FOR THE COUNTY OF NEW YORK, OR OF
THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK (IN EACH CASE
SITTING IN THE BOROUGH OF MANHATTAN). BY EXECUTION AND DELIVERY OF THIS
AGREEMENT, EACH PARTY ACCEPTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY,
GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS (AND
COURTS OF APPEALS THEREFROM) FOR LEGAL PROCEEDINGS ARISING OUT OF OR IN
CONNECTION WITH THIS AGREEMENT.
5. This Agreement may be executed in any number of counterparts, each
of which 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 VI
By: /s/ Xxxx Xxxxx
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Xxxx X. Xxxxx
Administrative Trustee
By: /s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
Administrative Trustee
By: /s/ R.E. Xxxx Xxxxxxxx
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R.E. Xxxx Xxxxxxxx
Administrative Trustee
PXRE GROUP LTD.
By: /s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx
Chief Executive Officer and President
