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EXHIBIT 4(p)(i)
Amendment No. 1
to the
Warrant Agreement dated as of November 4, 2002
by and between
New York Community Bancorp, Inc.
and
Wilmington Trust Company, as Warrant Agent
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This Amendment No. 1 (this "Amendment No. 1") to the Warrant Agreement
dated as of November 4, 2002 (the "Warrant Agreement") by and between New York
Community Bancorp, Inc. (the "Company") and Wilmington Trust Company, as Warrant
Agent is made and entered into as of April 15, 2003.
WITNESSETH:
ARTICLE I
WHEREAS, the Company has executed and delivered the Warrant Agreement
and issued Warrants pursuant thereto;
WHEREAS, Section 8.1(a) of the Warrant Agreement provides that, without
the consent of Holders, the Company and the Warrant Agent may amend the Warrant
Agreement, among other things, to cure any ambiguity, to correct or supplement
any provision which may be defective or inconsistent with any other provision,
or to make any other provision with respect to matters or questions arising
under the Warrant Agreement that the Company and the Warrant Agent may deem
necessary or desirable and that shall not adversely affect the interests of the
Holders; 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
Warrant Agreement;
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 Warrant Agent agree that the Warrant
Agreement shall be amended by amending Section 3.4 of the Warrant Agreement to
add the following paragraph:
Section 3.4 Redemption Procedures
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(e) 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 Warrant
Agent.
2.2 Confirmation. This Amendment No. 1 and the Warrant Agreement
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shall henceforth be read together. Except as expressly set forth herein, the
Warrant Agreement 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.
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2.4 Governing Law. This Amendment No. 1 and the rights of the
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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 Warrant
Agent 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/ Anthony E. Burke
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Name: Anthony E. Burke
Title: Senior Executive Vice President and
Chief Operating Officer
WILMINGTON TRUST COMPANY, as Warrant Agent
By: /s/ Christopher J. Slaybaugh
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Name: Christopher J. Slaybaugh
Title: Financial Services Officer