FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated as of April 28, 2022, between SVB Financial Group, a Delaware corporation (the “Company”), and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as Trustee (the “Trustee”).
RECITALS
WHEREAS, the Company has heretofore executed and delivered to the Trustee an Indenture, dated as of September 20, 2010 (the “Existing Indenture” and as supplemented and amended by this First Supplemental Indenture, the “Indenture”) providing for the issuance by the Company from time to time of its senior debt securities in one or more series (the “Securities”);
WHEREAS, Section 9.01(e) of the Existing Indenture provides that the Company (when authorized by a Board Resolution) and the Trustee may, without the consent of any Holders, enter into indentures supplemental to the Existing Indenture to add, change or eliminate any of the provisions of the Existing Indenture when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision and such addition, change or elimination does not modify the rights of any Security Outstanding;
WHEREAS, any addition, change to or elimination of any provision of the Existing Indenture pursuant to this First Supplemental Indenture shall not apply to any Security Outstanding prior to the execution of this First Supplemental Indenture, and each Security Outstanding prior to the execution of this First Supplemental Indenture shall continue to be entitled to the benefit of the provisions under the Existing Indenture;
WHEREAS, in accordance with Section 9.01(e) of the Existing Indenture, the Company and the Trustee wish to amend the Existing Indenture to add, change or eliminate certain provisions of the Existing Indenture with respect to each series of Securities issued following the execution of this First Supplemental Indenture, as set forth below;
WHEREAS, the Company is delivering contemporaneously herewith to the Trustee, pursuant to the Existing Indenture, an Opinion of Counsel in connection with the execution and delivery of this First Supplemental Indenture;
WHEREAS, all things necessary to make this First Supplemental Indenture a legal and binding supplement to the Existing Indenture in accordance with its terms and the terms of the Existing Indenture have been done;
WHEREAS, the Company has complied with all conditions precedent provided for in the Existing Indenture relating to this First Supplemental Indenture; and
WHEREAS, the Company has requested that the Trustee execute and deliver this First Supplemental Indenture.
-1-