Exhibit 4(d)
[IF THE DEBENTURE IS TO BE A GLOBAL DEBENTURE, INSERT - [This Debenture is
a Global Debenture within the meaning of the Indenture hereinafter referred to
and is registered in the name of a Depositary or a nominee of a Depositary. This
Debenture is exchangeable for Debentures registered in the name of a person
other than the Depositary or its nominee only in the limited circumstances
described in the Indenture, and no transfer of this Debenture (other than a
transfer of this Debenture as a whole by the Depositary to a nominee of the
Depositary or by a nominee of the Depositary to the Depositary or another
nominee of the Depositary) may be registered except in limited circumstances.
Unless this Debenture is presented by an authorized representative of The
Depository Trust Company (55 Water Street, New York, New York) to the issuer or
its agent for registration of transfer, exchange or payment, and any Debenture
issued is registered in the name of Cede & Co. or such other name as requested
by an authorized representative of The Depository Trust Company and any payment
hereon is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereof, Cede &
Co., has an interest herein.]]
THE SUBORDINATED NOTES ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR OTHER
OBLIGATIONS OF ANY BANK OR NONBANK SUBSIDIARY OF NEW YORK COMMUNITY BANCORP,
INC. AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, BANK
INSURANCE FUND OR ANY OTHER GOVERNMENT AGENCY.
REGISTERED REGISTERED
NUMBER R-- $--
NEW YORK COMMUNITY BANCORP, INC.
-% SUBORDINATED NOTES DUE --
CUSIP: -
New York Community Bancorp, Inc., a Delaware corporation (hereinafter
called the "Company", which term includes any successor corporation under the
Indenture hereinafter referred to), for value received, hereby promises to pay
to CEDE & CO., or registered assigns, the principal sum of $-- on --, and to pay
interest thereon from -- , or from the most recent Interest Payment Date to
which interest has been paid or duly provided for, semi-annually in arrears on
the -- day of -- and -- in each year, commencing --, at the rate of --% per
annum, until the principal hereof is paid or made available for payment. The
interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in such Indenture, be paid to the Person in whose
name this Subordinated Note (or one or more Predecessor Subordinated Notes) is
registered at the close of business on the -- day of -- and the -- day of -- in
each year; provided, however, that in case of a Subordinated Note originally
issued between a Regular Record Date and the Interest Payment Date or on an
Interest Payment Date relating to such Regular Record Date, interest for the
period beginning on the date of issue and
ending on such Interest Payment Date shall be paid on the next succeeding
Interest Payment Date to the Person in whose name this Subordinated Note (or one
or more Predecessor Subordinated Notes) is registered at the close of business
on the Regular Record Date with respect to such succeeding Interest Payment
Date. Any such interest not so punctually paid or duly provided for will
forthwith cease to be payable to the Holder on such Regular Record Date and may
either be paid to the Person in whose name this Subordinated Note (or one or
more Predecessor Subordinated Notes) is registered at the close of business on a
Special Record Date for the payment of such Defaulted Interest to be fixed by
the Trustee, notice whereof shall be given to Holders of Subordinated Notes of
this series not less than 10 days prior to such Special Record Date, or be paid
at any time in any other lawful manner not inconsistent with the requirements of
any securities exchange on which the Subordinated Notes of this series may be
listed, and upon such notice as may be required by such exchange, all as more
fully provided in said Indenture. Interest will be computed on the basis of a
360-day year consisting of twelve 30-day months.
Payment of the principal of (and premium, if any) and any such interest on
this Subordinated Note will be made at the offices or agencies of the Company
maintained for that purpose in the Borough of Manhattan, The City of New York,
in such coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts; provided,
however, that at the option of the Company payment of interest may be made by
check drawn upon any Paying Agent and mailed on or prior to an Interest Payment
Date to the address of the Person entitled thereto as such address shall appear
in the Security Register.
This Subordinated Note is one of a duly authorized issue of securities of
the Company (herein called the "Securities"), issued and to be issued under an
Indenture dated as of --, 2002 (the "Indenture"), between the Company and
Wilmington Trust Company, a Delaware banking corporation (herein called the
"Trustee", which term includes any successor Trustee under the Indenture), to
which Indenture and all Indentures supplemental thereto reference is hereby made
for a statement of the respective rights of the Company, the Trustee and the
Holders of the Securities, and the terms upon which the Securities are, and are
to be, authenticated and delivered. This Subordinated Note is one of a series of
Subordinated Notes of the Company designated as its % Subordinated Notes Due
(herein called the "Subordinated Notes"), initially limited in aggregate
principal amount to $--.
Upon any distribution of assets of the Company upon dissolution, winding
up, liquidation or reorganization, the payment of the principal of, premium, if
any, and interest on, the Subordinated Notes is to be subordinated in right of
payment to the extent provided in the Indenture to the prior payment in full of
all Senior Indebtedness of the Company (each as defined in the Indenture). Each
Holder of the Subordinated Notes, by the acceptance thereof, agrees to and shall
be bound by such provisions of the Indenture. The Subordinated Notes may not be
redeemed prior to maturity.
As provided in the Indenture and subject to certain limitations set forth
therein, the transfer of this Subordinated Note may be registered in the
Security Register of the Company
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upon surrender of this Subordinated Note for registration of transfer at the
office or agency of the Company in any place where the principal of (and
premium, if any) and interest on this Subordinated Note are payable, duly
endorsed by, or accompanied by, a written instrument of transfer in form
satisfactory to the Company, duly executed by the registered Holder hereof or
his attorney duly authorized in writing, and thereupon one or more new
Subordinated Notes, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.
The Subordinated Notes are issuable only as registered Subordinated Notes
without coupons in denominations of $100,000 and integral multiples of $1,000.
As provided in the Indenture, and subject to certain limitations set forth
therein, this Subordinated Note is exchangeable for a like aggregate principal
amount of Subordinated Notes of different authorized denominations, as requested
by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to due presentment for registration of transfer of this Subordinated
Note, the Company, the Trustee and any agent of the Company or the Trustee may
treat the Person in whose name this Subordinated Note is registered as the owner
hereof for the purpose of receiving payment as herein provided and for all other
purposes, whether or not this Subordinated Note be overdue, and neither the
Company, the Trustee nor any such agent shall be affected by notice to the
contrary.
If an Event of Default with respect to the Subordinated Notes shall occur
and be continuing, the principal hereof may be declared due and payable in the
manner and with the effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the trustee under
each series to be affected with the consent of the Holders of 66 2/3% in
principal amount of the Outstanding Securities of each series to be affected.
The Indenture also contains provisions permitting the Holders of specified
percentages in aggregate principal amount of the Outstanding Securities of any
series, on behalf of the Holders of all Securities of such series, to waive
compliance by the Company with certain provisions of the Indenture and certain
past defaults under the Indenture and their consequences. Any such consent or
waiver by the Holder of this Subordinated Note shall be conclusive and binding
upon such Holder and upon all future Holders of this Subordinated Note and of
any Subordinated Notes issued upon the registration of transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent or
waiver is made upon this Subordinated Note.
No reference herein to the Indenture and no provision of this Subordinated
Note or of the Indenture shall alter or impair the obligation of the Company,
which is absolute and
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unconditional, to pay the principal of (and premium, if any) and interest, if
any, on this Subordinated Note at the times, place and rate, and in the coin and
currency, herein prescribed.
All terms used in this Subordinated Note which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
Unless the certificate of authentication hereon has been executed by the
Trustee, directly or through an authenticating agent, by the manual signature of
an authorized officer, this Subordinated Note shall not be entitled to any
benefit under the Indenture or be valid or obligatory for any purpose.
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IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.
Dated:
New York Community Bancorp, Inc.
By:_____________________________________
President and Chief Executive Officer
This is one of the Securities of the series designated herein referred to
in the within-mentioned Indenture.
Wilmington Trust Company, as Trustee
By:_____________________________________
Authorized Officer
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ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers
unto. PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
________________________________________________________________________________
(Name and address of assignee, including zip code, must be printed or
typewritten)
the within Subordinated Note, and all rights thereunder, hereby irrevocably
constituting and appointing
________________________________________________________________________________
Attorney to transfer said Subordinated Note on the books of the within Company,
with full power of substitution in the premises.
Dated: _________________________ ________________________________________
_________________
NOTICE: The signature to this assignment must correspond with the name as it
appears up on the face of the within or attached Subordinated Note in
every particular, without alteration or enlargement or any change
whatever.
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