Exhibit 4.10
DEBENTURE SUBSCRIPTION AGREEMENT
SUBSCRIPTION AGREEMENT, dated as of November 4, 2002, between NEW YORK
COMMUNITY BANCORP, INC., a Delaware corporation (the "Issuer"), and NEW YORK
COMMUNITY CAPITAL TRUST V, a statutory trust formed under the laws of the State
of Delaware (the "Trust"), relating to the Junior Subordinated Deferrable
Interest Debentures due November 1, 2051 (the "Debentures") issuable pursuant to
the Indenture dated as of November 4, 2002, as supplemented by the First
Supplemental Indenture, dated as of November 4, 2002, between the Issuer and
Wilmington Trust Company, as trustee.
WHEREAS the Trust desires to purchase from the Issuer, and the Issuer
desires to sell to the Trust, certain Debentures.
NOW, THEREFORE, the parties hereto agree as follows:
1. The Trust hereby offers to purchase, and the Issuer hereby
accepts such offer and agrees to issue and sell to the Trust, contemporaneously
with the Closing Time (as defined in the Underwriting Agreement, dated October
28, 2002, among the Issuer, the Trust and each of the Underwriters named
therein), $283,505,200 aggregate principal amount of Debentures, in
consideration of the payment on or before the date hereof of $183,571,800.72 in
immediately available funds.
2. The Issuer and the Company each represent and warrant that the
Debentures have been duly authorized and executed by the Issuer, and when duly
authenticated and delivered to the Trust in accordance with the terms hereof,
will constitute the legal, valid and binding obligations of the Issuer in
accordance with their terms (subject to the receivership, conservatorship and
supervisory powers of both regulatory agencies as well as applicable bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and other similar
laws affecting creditors' rights generally from time to time in effect, and
subject, as to enforceability, to general principles of equity, regardless of
whether such enforceability is 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 said State, without regard to conflicts
of law principles thereof.
IN WITNESS WHEREOF, each of the parties hereto has caused this
Debenture Subscription Agreement to be duly executed and delivered as of the
date hereof.
New York Community Bancorp, Inc.
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: Senior Executive Vice President
New York Community Capital Trust V
Xxxxxx Xxxx, as Administrative
Trustee
/s/ Xxxxxx Xxxx
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Xxxxxx X. Xxxxxxx, as Administrative
Trustee
/s/ Xxxxxx X. Xxxxxxx
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