THIS CAPITAL SECURITY (OR ITS PREDECESSOR) HAS NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND NEITHER THIS
CAPITAL SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE
OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH
REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER
OF THIS CAPITAL SECURITY IS HEREBY NOTIFIED THAT THE SELLER MAY
BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF
THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER
OF THIS CAPITAL SECURITY, BY ITS ACCEPTANCE HEREOF, REPRESENTS,
ACKNOWLEDGES AND AGREES FOR THE BENEFIT OF THE TRUST THAT: (I) IT
HAS ACQUIRED A "RESTRICTED" SECURITY WHICH HAS NOT BEEN
REGISTERED UNDER THE SECURITIES ACT; (II) IT WILL NOT OFFER, SELL
OR OTHERWISE TRANSFER THIS CAPITAL SECURITY PRIOR TO THE LATER OF
THE DATE WHICH IS TWO YEARS AFTER THE DATE OF ORIGINAL ISSUANCE
HEREOF AND THE LAST DATE ON WHICH THE TRUST OR ANY AFFILIATE OF
THE TRUST WAS THE OWNER OF SUCH RESTRICTED SECURITIES (OR ANY
PREDECESSOR) EXCEPT (A) TO THE TRUST, (B) PURSUANT TO A
REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER
THE SECURITIES ACT, (C) FOR SO LONG AS THIS CAPITAL SECURITY IS
ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON WHO THE
SELLER REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER"
(AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A
TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (D) TO AN
INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF
SUBPARAGRAPH (a)(1),(2),(3) OR (7) OF RULE 501 UNDER THE
SECURITIES ACT THAT IS ACQUIRING THE SECURITY FOR ITS OWN
ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL "ACCREDITED
INVESTOR," FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR
OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION
OF THE SECURITIES ACT, (E) OUTSIDE THE UNITED STATES IN A
TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 UNDER THE
SECURITIES ACT, OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND, IN
EACH CASE, IN ACCORDANCE WITH THE APPLICABLE SECURITIES LAWS OF
ANY OF THE UNITED STATES OR ANY APPLICABLE JURISDICTION; AND
(III) IT WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY
ANY PURCHASER FROM IT OF THIS CAPITAL SECURITY OF THE RESALE
RESTRICTIONS SET FORTH IN (II) ABOVE, ANY OFFER, SALE OR OTHER
DISPOSITION PURSUANT TO THE FOREGOING CLAUSES (II)(E) AND (F) IS
SUBJECT TO THE RIGHT OF THE ISSUER OF THIS CAPITAL SECURITY AND
THE PROPERTY TRUSTEE FOR SUCH CAPITAL SECURITIES TO REQUIRE THE
DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATIONS OR OTHER
INFORMATION ACCEPTABLE TO THEM IN FORM AND SUBSTANCE.
This Capital Security is a Global Certificate within
the meaning of the Declaration hereinafter referred to and is
registered in the name of The Depository Trust Company, a New
York corporation (the "Depository"), or a nominee of the
Depository.
2
This Capital Security is exchangeable for Capital
Securities registered in the name of a person
other than the Depository or its nominee only in the limited
circumstances described in the Declaration and no transfer of
this Capital Security (other than a transfer of this Capital
Security as a whole by the Depository to a nominee of the
Depository or by a nominee of the Depository to the Depository or
another nominee of the Depository) may be registered except in
limited circumstances.
Unless this Capital Security Certificate is presented
by an authorized representative of the Depository to GreenPoint
Capital Trust I or its agent for registration of transfer,
exchange or payment, and any Capital Security Certificate issued
is registered in the name of Cede & Co. or such other name as
registered by an authorized representative of the Depository (and
any payment hereon is made to Cede & Co. or to such other entity
as is requested by an authorized representative of the
Depository), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered
owner hereof, Cede & Co., has an interest herein.
Certificate No. 1 Number of Capital Securities: 200,000
CUSIP No. 39538P AA 1
Certificate Evidencing Capital Securities
of
GreenPoint Capital Trust I
9.10% Subordinated Capital Income Securities
(liquidation amount $1,000 per Capital Security)
GREENPOINT CAPITAL TRUST I, a statutory business trust
created under the laws of the State of Delaware (the "Trust"),
hereby certifies that Cede & Co. (the "Holder") is the registered
owner of 200,000 capital securities of the Trust representing
undivided beneficial ownership interests in the assets of the
Trust designated the 9.10% Subordinated Capital Income Securities
(liquidation amount $1,000 per Capital Security) (the "Capital
Securities"). The Capital Securities are transferable on the
books and records of the Trust, in person or by a duly authorized
attorney, upon surrender of this certificate duly endorsed and in
proper form for transfer as provided in the Declaration (as
defined below). The designation, rights, privileges,
restrictions, preferences and other terms and provisions of the
Capital Securities represented hereby are issued and shall in all
respects be subject to the provisions of the Amended and Restated
Declaration of Trust of the Trust, dated as of June 3, 1997 (as
the same may be amended from time to time (the "Declaration"),
among GreenPoint Financial Corp., as Sponsor (the "Company"),
Xxxx Xxxx Xxxxxxx, Xxxxxx Xxxx and Xxxxx Xxxxxxx, as
Administrators, The Bank of New York, as Property Trustee, and
The Bank of New York (Delaware), as Delaware Trustee, and the
holders, from time to time, of undivided beneficial interests in
the assets of the Trust. Capitalized terms used herein but not
defined shall have the meaning given them in the Declaration. The
Holder is entitled to the benefits of the Guarantee to the extent
described therein. The Sponsor will provide a copy of the
Declaration, the Guarantee and the Indenture to a Holder without
charge upon written request to the Sponsor at its principal place
of business.
3
Upon receipt of this certificate, the Holder is bound
by the Declaration and is entitled to the benefits thereunder.
By acceptance, the Holder agrees to treat, for United
States federal income tax purposes, the Debentures as
indebtedness and the Capital Securities as evidence of undivided
indirect beneficial ownership interests in the Debentures.
This Capital Security shall be governed by and
interpreted in accordance with the laws of the State of Delaware.
4
IN WITNESS WHEREOF, the Trust has executed this
certificate.
GREENPOINT CAPITAL TRUST I
By:_______________________
Name:
Title: Administrator
CERTIFICATE OF AUTHENTICATION
This is one of the Securities referred to in the
within-mentioned Declaration.
The Bank of New York
By:___________________________
Authorized Signatory
Dated:
5
In connection with any transfer of this Security
occurring prior to the date which is the earlier of (i) the date
of the declaration by the Commission of the effectiveness of a
registration statement under the Securities Act covering resales
of this Security (which effectiveness shall not have been
suspended or terminated at the date of the transfer) and (ii) two
years after the later of the date of original issue and the last
date on which the Company or any affiliate of the Company was the
owner of such Capital Securities (or any predecessor thereto)
(the "Resale Restriction Termination Date"), the undersigned
confirms that it has not utilized any general solicitation or
general advertising in connection with the transfer:
[Check One]
(1) ___ to the Company or a subsidiary thereof; or
(2) ___ pursuant to and in compliance with Rule 144A under
the Securities Act of 1933, as amended; or
(3) ___ to an institutional "accredited investor" (as
defined in Rule 501(a)(1), (2), (3) or (7) under
the Securities Act of 1933, as amended) that has
furnished to the Trustee a signed letter containing
certain representations and agreements (the form of
which letter can be obtained from the Trustee); or
(4) ___ outside the United States to a "foreign person" in
compliance with Rule 904 of Regulation S under the
Securities Act of 1933, as amended; or
(5) ___ pursuant to the exemption from registration provided
by Rule 144 under the Securities Act of 1933, as
amended; or
(6) ___ pursuant to an effective registration statement under
the Securities Act of 1933, as amended; or
(7) ___ pursuant to another available exemption from the
registration requirements of the Securities Act of
1933, as amended.
Unless one of the boxes is checked, the Trustee will refuse to
register any of the Securities evidenced by this certificate in
the name of any person other than the registered Holder thereof;
provided, however, that if box (3), (4), (5) or (7) is checked,
the Company or the Trustee may require, prior to registering any
such transfer of the Securities, in its sole discretion, such
written legal opinions, certifications (including an investment
letter in the case of box (3) or (4)) and other information as
the Trustee or the Company has reasonably requested to confirm
that such transfer is being made pursuant to an exemption from,
or in a transaction not subject to, the registration requirements
of the Securities Act of 1933, as amended.
6
If none of the foregoing boxes is checked, the Trustee or
Registrar shall not be obligated to register this Security in the
name of any person other than the Holder hereof unless and until
the conditions to any such transfer of registration set forth
herein and in Section 315 of the Indenture shall have been
satisfied.
Dated: __________________ Signed:______________________________
(Sign exactly as name appears
on the other side of this
Security)
Signature Guarantee:____________________
TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED
The undersigned represents and warrants that it is
purchasing this Security for its own account or an account with
respect to which it exercises sole investment discretion and that
it and any such account is a "qualified institutional buyer"
within the meaning of Rule 144A under the Securities Act and is
aware that the sale to it is being made in reliance on Rule 144A
and acknowledges that it has received such information regarding
the Company as the undersigned has requested pursuant to Rule
144A or has determined not to request such information and that
it is aware that the transferor is relying upon the undersigned's
foregoing representations in order to claim the exemption from
registration provided by Rule 144A.
Dated: ________ ____________________________________
NOTICE: To be executed by an
executive officer
TO BE COMPLETED BY PURCHASER IF (4) ABOVE IS CHECKED
The undersigned represents and warrants that it is
purchasing the Capital Security outside the United States as a
"foreign person" in compliance with Rule 904 of Regulation S
under the Securities Act and is aware that the sale to it is
being made in reliance on Regulation S and acknowledges that a
holder of an interest in a Regulation S temporary global security
may not (i) receive the payment of any distributions, redemption
price or any other payments with respect to the holder's
beneficial interest in the temporary global security or (ii)
receive an interest in a Regulation S permanent global security
until (A) expiration of the 40th day after the later of the
commencement of the offering of the Capital Securities and the
closing date and (B) certification that the beneficial owner of
the interest in the Capital Security is a non-U.S. person.
Dated: ________ ____________________________________
NOTICE: To be executed by an
executive officer
THIS CERTIFICATE IS NOT TRANSFERABLE
Certificate No. 1 Number of Common Securities: 6194.363
Certificate Evidencing Common Securities
of
GreenPoint Capital Trust I
Common Securities
(liquidation amount $1,000 per Common Security)
GreenPoint Capital Trust I, a statutory business trust
created under the laws of the State of Delaware (the "Trust"),
hereby certifies that GreenPoint Financial Corp. (the "Holder")
is the registered owner of common securities of the Trust
representing an undivided beneficial ownership interest in the
assets of the Trust designated the 9.10% Common Securities
(liquidation amount $1,000 per Common Security) (the "Common
Securities"). The Common Securities are not transferable and any
attempted transfer thereof shall be void. The designation,
rights, privileges, restrictions, preferences and other terms and
provisions of the Common Securities represented hereby are issued
and shall in all respects be subject to the provisions of the
Amended and Restated Declaration of Trust of the Trust, dated as
of June 3, 1997 (as the same may be amended from time to time,
the "Declaration"), among GreenPoint Financial Corp., as Sponsor,
Xxxx Xxxx Xxxxxxx, Xxxxxx Xxxx and Xxxxx Xxxxxxx as
Administrators, The Bank of New York, as Property Trustee and The
Bank of New York (Delaware), as Delaware Trustee, and the
holders, from time to time, of undivided beneficial interests in
the assets of the Trust. The Holder is entitled to the benefits
of the Guarantee to the extent described therein. Capitalized
terms used herein but not defined shall have the meaning given
them in the Declaration. The Sponsor will provide a copy of the
Declaration, the Guarantee and the Indenture to a Holder without
charge upon written request to the Sponsor at its principal place
of business.
Upon receipt of this certificate, the Holder is bound
by the Declaration and is entitled to the benefits thereunder.
By acceptance, the Holder agrees to treat, for United
States federal income tax purposes, the Debentures as
indebtedness and the Common Securities as evidence of an
undivided indirect beneficial ownership interest in the
Debentures.
This Common Security shall be governed by and
interpreted in accordance with the laws of the State of Delaware.
2
IN WITNESS WHEREOF, the Trust has executed this
certificate this 3rd day of June, 1997.
GREENPOINT CAPITAL TRUST I
By:__________________________
Name:
Title: Administrator
