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EXHIBIT 4(j)(i)
Amendment No. 1
to the
First Supplemental Indenture, dated as of November 4, 2002
by and between
New York Community Bancorp, Inc., as Issuer
and
Wilmington Trust Company, as Trustee
regarding the
6.000% Junior Subordinated Deferrable Interest Debentures due 2051
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This Amendment No. 1 to the First Supplemental Indenture dated as of
November 4, 2002 (this "Amendment No. 1") is made and entered into as of April
15, 2003, by and between New York Community Bancorp, Inc. as Issuer (the
"Company") and Wilmington Trust Company, as Trustee (the "Trustee"), and also
serves to amend the Indenture dated as of November 4, 2002 between the Company
and the Trustee.
WITNESSETH:
ARTICLE I
WHEREAS, the Issuer and the Trustee have executed and delivered an
Indenture dated as of November 4, 2002 (the "Base Indenture") and a First
Supplemental Indenture dated as of November 4, 2002 (the "Supplemental
Indenture," and together with the Base Indenture, the "Indenture");
WHEREAS, pursuant to the Indenture, the Issuer has established and
issued a series of Debt Securities designated as its 6.000% Junior Subordinated
Deferrable Interest Debentures due 2051 (the "Debentures") limited in aggregate
principal amount to $283,505,200;
WHEREAS, Section 2.11(a) of the Supplemental Indenture provides that,
without the consent of Holders, the Company and the Trustee may amend the
Indenture and the Debentures, among other things, to cure any ambiguity, to
correct or supplement any provision which may be inconsistent with any other
provision or which is otherwise defective, or to make any other provision with
respect to matters or questions arising under the Indenture which the Company
and the Trustee may deem necessary or desirable and which shall not be
inconsistent with the provisions of the Indenture; PROVIDED that such amendment
does not adversely affect the interests of the Holders in any material respects;
and
WHEREAS, all capitalized terms used in this Amendment No. 1 and not
specifically defined herein shall have the meaning ascribed to such terms in the
Indenture;
NOW, THEREFORE, in consideration of the foregoing premises and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Company and the Trustee agree that the Indenture shall
be amended by amending Section 2.2 of the Supplemental Indenture to read in its
entirety as follows:
Section 2.2 Maturity
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The Debentures shall mature on November 1, 2051 (the "STATED
MATURITY") unless reset in connection with a Remarketing to 180 days
following the Remarketing Date in accordance with Section 6.6 of the
Declaration. As provided in Section 6.6 of the Declaration, no
Remarketing can occur, and, thus, no reset of the Stated Maturity can
occur unless, among other things, there is a redemption of the Warrants
of those holders who have not elected to exercise their Warrants prior
to or on such date. Pursuant to Section 3.4(e) of the Warrant
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Agreement, the Company may not redeem the Warrants without the prior
approval of the Federal Reserve.
ARTICLE II
2.1 Effectiveness. This Amendment No. 1 shall become effective
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immediately upon its execution and delivery by the Company and the Trustee.
2.2 Confirmation. This Amendment No. 1 and the First Supplemental
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Indenture shall henceforth be read together. Except as expressly set forth
herein, the First Supplemental Indenture shall remain unchanged and is in all
respect confirmed and preserved.
2.3 Counterparts. This Amendment No. 1 may be executed in
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counterparts, each of which shall be deemed an original, but all of which
together shall constitute one instrument.
2.4 Governing Law. This Amendment No. 1 and the rights of the
parties hereunder shall be governed by, and construed in accordance with, the
laws of the State of New York without regard to conflict of laws principles
thereof.
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IN WITNESS WHEREOF, New York Community Bancorp, Inc. and the Trustee
have duly authorized and executed this Amendment No. 1 as of the day and year
first written above.
NEW YORK COMMUNITY BANCORP,
INC.
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: Senior Executive Vice President
and Chief Operating Officer
WILMINGTON TRUST COMPANY, not in its
individual capacity but solely as Trustee
By: /s/ Xxxxxxxxxxx X. Xxxxxxxxx
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Name: Xxxxxxxxxxx X. Xxxxxxxxx
Title: Financial Services Officer
