Exhibit 4.28
DEBENTURE SUBSCRIPTION AGREEMENT
DEBENTURE SUBSCRIPTION AGREEMENT, dated as of October 29, 2002 (this
"Agreement"), between Resource Bankshares Corporation, Virginia corporation (the
"Company"), and Resource Capital Trust III, a statutory trust created under the
laws of the State of Delaware (the "Trust"), relating to the Floating Rate
Junior Subordinated Debt Securities due November 7, 2032 (the "Junior
Subordinated Debentures"), issuable pursuant to an Indenture, dated as of
October 29, 2002 (the "Indenture"), between the Company and ▇▇▇▇▇ Fargo Bank,
National Association, as Trustee. Capitalized terms used herein and not
otherwise defined herein have the respective meanings ascribed thereto in the
Subscription Agreement (as defined below).
WHEREAS, the Company, the Trust and the Purchaser named therein have
entered into a Capital Securities Subscription Agreement, dated October 16, 2002
(the "Subscription Agreement"), in connection with the issuance and sale of
Floating Rate TP 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 October 29, 2002 (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 Subscription Agreement and the Common
Securities Subscription Agreement and the issuance and sale of the Capital
Securities and Common Securities pursuant thereto, the Trust desires to purchase
from the Company, and the Company desires to sell to the Trust, all of the
Junior Subordinated 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 subscribes for and offers to purchase from the Company,
and the Company hereby accepts such offer and agrees to issue and sell to the
Trust, contemporaneous with the Closing Date, Three Million Ninety-Three
Thousand Dollars ($3,093,000) aggregate principal amount of Junior Subordinated
Debentures, in consideration of the payment on or before the date hereof of
Three Million Ninety-Three Thousand Dollars ($3,093,000) in immediately
available funds.
2. The Company represents and warrants that the Junior Subordinated
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
the Indenture, will constitute the 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 deemed to be a contract made under the laws of
the State of New York, and for all purposes shall be governed by, and construed
in accordance with, the laws of the State of New York without regard to conflict
of law principles.
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.
2
IN WITNESS WHEREOF, the parties hereto have caused this Debenture
Subscription Agreement to be duly executed as of the date first written above.
RESOURCE BANKSHARES CORPORATION
By: ________________________________
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Chief Executive Officer
RESOURCE CAPITAL TRUST III
By: ________________________________
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Administrator
By: ________________________________
Name: Harvard ▇. ▇▇▇▇▇▇▇▇
Title: Administrator
Debenture Subscription Agreement