FIRST SUPPLEMENTAL INDENTURE
Boston Private Capital Trust II
THIS FIRST SUPPLEMENTAL INDENTURE dated as of July 1, 2021 (this Supplemental Indenture) is by and among Wilmington Trust Company, a Delaware trust company, as Trustee (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 bank holding company incorporated in the Commonwealth of Massachusetts (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 September 27, 2005 (the Indenture), pursuant to which the Company issued U.S. $103,093,000 of its Fixed/Floating Rate Junior Subordinated Debt Securities due 2035 (the Debt Securities).
As permitted by the terms of the Indenture, the Company, simultaneously with the effectiveness of this Supplemental Indenture, shall merge (referred to herein for purposes of Article XI of the Indenture 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 XI 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 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;