Exhibit 4.11
COMMON SECURITIES SUBSCRIPTION AGREEMENT
SUBSCRIPTION AGREEMENT, dated as of November 4, 2002 (this
"Agreement"), between New York Community Capital Trust V, a statutory trust
formed under the laws of the State of Delaware (the "Trust"), and New York
Community Bancorp, Inc., a Delaware corporation (the "Buyer"), relating to the
Trust's Common Securities (liquidation amount $50 per Common Security)
representing undivided beneficial interests in the Trust (the "Common
Securities").
WHEREAS, the Buyer, as sponsor of the Trust, desires to purchase from
the Trust, and the Trust desires to sell to the Buyer, certain of the Trust's
securities.
NOW, THEREFORE, the parties hereto agree as follows:
1. The Buyer hereby subscribes for and offers to purchase and the
Trust hereby accepts such offer and agrees to issue and sell to the Buyer,
170,104 Common Securities with an aggregate liquidation amount with respect to
the assets of the Trust of Eight Million Five Hundred Five Thousand Two Hundred
Dollars ($8,505,200) in consideration of the payment on or before the date
hereof of Five Million Six Hundred Forty-Four Thousand Fifty Dollars and
Seventy-Two Cents ($5,644,050.72) in immediately available funds.
2. The Trust represents and warrants that, upon execution and
delivery to the Buyer, the Common Securities will be duly authorized, validly
issued, fully paid and non-assessable and entitled to the benefits and subject
to the terms of the Amended and Restated Declaration of Trust, dated as of
November 4, 2002, between the Buyer, as sponsor, Wilmington Trust Company, as
Delaware Trustee, Wilmington Trust Company, as Property Trustee, and Messrs.
Xxxxxx X. Xxxxxxxx, Xxxxxx Xxxx and Xxxxxx X. Xxxxxxx, as Administrative
Trustees.
3. The Buyer represents that the Common Securities are being
acquired for investment and not with a view to distribution or resale.
4. 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
Common Securities 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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