FIRST SUPPLEMENTAL INDENTURE
Boston Private Capital Trust I
THIS FIRST SUPPLEMENTAL INDENTURE dated as of July 1, 2021 (this Supplemental Indenture) is by and among U.S. Bank National Association, a national banking association, as successor debenture trustee to SunTrust Bank (herein, together with its successors in interest, the Trustee), SVB Financial Group, a Delaware corporation (the Successor Company), and Boston Private Financial Holdings, Inc., a Massachusetts corporation (the Company), under the Indenture referred to below.
NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the Trustee, the Company and the Successor Company hereby agree as follows:
The Trustee and the Company are parties to that certain Indenture, dated as of October 12, 2004 (the Indenture), pursuant to which the Company issued U.S. $105,000,000 of its Junior Subordinated Convertible Debentures due 2034 (the Convertible Debentures).
As permitted by the terms of the Indenture, the Company, simultaneously with the effectiveness of this Supplemental Indenture, shall merge (referred to herein as the Merger) with and into the Successor Company with the Successor Company as the surviving corporation, whereupon the separate corporate existence of the Company will cease. The parties hereto are entering into this Supplemental Indenture pursuant to, and in accordance with, Articles IX and X of the Indenture.
SECTION 1. Definitions. All capitalized terms used herein that are defined in the Indenture, either directly or by reference therein, shall have the respective meanings assigned to them in the Indenture except as otherwise provided herein or unless the context otherwise requires.
SECTION 2. Interpretation.
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In this Supplemental Indenture, unless a clear contrary intention appears:
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the singular number includes the plural number and vice versa;
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reference to any gender includes the other gender;
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the words herein, hereof and hereunder and other words of similar import refer to this Supplemental Indenture as a whole and not to any particular Section or other subdivision;