Exhibit 4(b)
[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 SENIOR 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.
% SENIOR 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 Senior Note (or one or more Predecessor Senior 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 Senior 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 Senior Note (or one or more Predecessor Senior 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
Senior Note (or one or more Predecessor Senior 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 Senior
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 Senior 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 Senior 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 Senior 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 (.), (.) (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 Senior Note is one of a series of
Senior Notes of the Company designated as its (.)% Senior Notes Due (.) (herein
called the "Senior Notes"), initially limited in aggregate principal amount to
(.).
The Senior 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 Senior Note may be registered in the Security
Register of the Company upon surrender of this Senior 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 Senior 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 Senior
Notes, of authorized denominations and for the same aggregate principal amount,
will be issued to the designated transferee or transferees.
2
The Senior Notes are issuable only as registered Senior Notes without
coupons in denominations of $1,000 and integral multiples of $1,000. As provided
in the Indenture, and subject to certain limitations set forth therein, this
Senior Note is exchangeable for a like aggregate principal amount of Senior
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 Senior Note,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Senior 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 Senior 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 Senior 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 Senior Note shall be conclusive and binding upon
such Holder and upon all future Holders of this Senior Note and of any Senior
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 Senior Note.
No reference herein to the Indenture and no provision of this Senior Note
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of (and premium, if any) and
interest, if any, on this Senior Note at the times, place and rate, and in the
coin and currency, herein prescribed .
All terms used in this Senior Note which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.
3
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 Senior Note shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.
4
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.
Dated:
New York Community Bancorp, Inc.
By:
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Chairman, 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, not in its
individual capacity, but solely 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
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Name and address of assignee, including zip code, must be printed or
typewritten)
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the within Senior Note, and all rights thereunder, hereby irrevocably
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constituting and appointing
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Attorney to transfer said Senior Note on the books of the within Company, with
full power of substitution in the premises.
Dated:
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NOTICE: The signature to this
assignment must correspond
with the name as it appears
upon the face of the within or
attached Senior Note in every
particular, without alteration
or enlargement or any change
whatever.
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