1
EXHIBIT 4.11
COMMON SECURITIES SUBSCRIPTION AGREEMENT
COMMON SECURITIES SUBSCRIPTION AGREEMENT, dated as of March 28, 2001
(this "Agreement"), between HFC Capital Trust I, a statutory business trust
created under the laws of the State of Delaware (the "Trust"), and Hawthorne
Financial Corporation, a Delaware corporation (the "Buyer"), relating to the
Trust's 10.18% Common Securities (liquidation amount of $1,000 per security)
representing undivided beneficial interests in the assets of the Trust (the
"Common Securities"). Capitalized terms used herein and not otherwise defined
herein have the respective meanings ascribed thereto in the Subscription
Agreement (as defined below).
WHEREAS, the Buyer, 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), by the Trust; and
WHEREAS, the Buyer, as sponsor of the Trust, desires to purchase from
the Trust, and the Trust desires to sell to the Buyer, all of the Common
Securities.
NOW, THEREFORE, in consideration of the foregoing premises and the
conditions and agreements hereinafter set forth, the parties hereto agree as
follows:
1. The Buyer hereby subscribes for and offers to purchase from the
Trust, and the Trust hereby accepts such offer and agrees to issue and sell to
the Buyer, contemporaneous with the Closing Time, 300 Common Securities with an
aggregate liquidation amount with respect to the assets of the Trust of Three
Hundred Thousand Dollars ($300,000) in consideration of the payment on or before
the date hereof of Three Hundred Thousand ($300,000) in immediately available
funds.
2. The Trust represents and warrants that, upon execution and delivery
of the Common Securities to the Buyer, the Common Securities will be duly
authorized, validly issued, fully paid and nonassessable and entitled to the
benefits and subject to the terms of the Amended and Restated Declaration of
Trust, dated as of March 28, 2001, by and among the Buyer, as sponsor,
Wilmington Trust Company, as Property Trustee, Wilmington Trust Company, as
Delaware Trustee, and Xxxxxx X. Xxxxxxxxxxx, Xxxxx Xxxxxxx, and Xxxxxx Xxxx, as
Administrative Trustees, and the holders from time to time of undivided
beneficial interests in the assets of the Trust.
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.
2
IN WITNESS WHEREOF, the parties hereto have caused this Common
Securities Subscription Agreement to be duly executed as of the date first
written above.
HFC CAPITAL TRUST I
By:
-------------------------------------
Xxxxxx X. Xxxxxxxxxxx
Administrative Trustee
By:
-------------------------------------
Xxxxx Xxxxxxx
Administrative Trustee
By:
-------------------------------------
Xxxxxx Xxxx
Administrative Trustee
HAWTHORNE FINANCIAL CORPORATION
By:
-------------------------------------
Xxxxxx X. Xxxxxxxxxxx
President and Chief Executive
Officer
2
