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EXHIBIT 4.14
DEBENTURE SUBSCRIPTION AGREEMENT
DEBENTURE SUBSCRIPTION AGREEMENT, dated as of March 28, 2001 (this
"Agreement"), between Hawthorne Financial Corporation, a Delaware corporation
(the "Company"), and HFC Capital Trust I, a statutory business trust created
under the laws of the State of Delaware (the "Trust"), relating to the 10.18%
Junior Subordinated Deferrable Interest Debentures due June 8, 2031, (the
"Junior Subordinated Debentures"), issuable pursuant to an Indenture, dated as
of March 28, 2001 (the "Indenture"), between the Company and Wilmington Trust
Company, as Debenture 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 March 21, 2001
(the "Subscription Agreement"), in connection with the issuance and sale of
10.18% MMCapS(SM) (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 March 28, 2001, in connection with the issuance
and sale of 10.18% 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 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 Time, Nine Million Three Hundred Thousand
Dollars ($9,300,000) aggregate principal amount of Junior Subordinated
Debentures, in consideration of the payment on or before the date hereof of Nine
Million Three Hundred Thousand Dollars ($9,300,000) 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,
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
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creditors' rights generally or by general principles of equity (regardless of
whether considered in a proceeding in equity or at law).
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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.
IN WITNESS WHEREOF, the parties hereto have caused this
Debenture Subscription Agreement to be duly executed as of the date first
written above.
HAWTHORNE FINANCIAL CORPORATION
By:
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Xxxxxx X. Xxxxxxxxxxx
President and Chief Executive
Officer
HFC CAPITAL TRUST I
By:
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Xxxxxx X. Xxxxxxxxxxx
Administrative Trustee
By:
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Xxxxx Xxxxxxx
Administrative Trustee
By:
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Xxxxxx Xxxx
Administrative Trustee
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