EX-4.2





 Exhibit 4.2 

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: 
 PRELIMINARY
STATEMENTS 
 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. 
  

	 	(a)	 In this Supplemental Indenture, unless a clear contrary intention appears: 



 

	 	(i)	 the singular number includes the plural number and vice versa; 



 

	 	(ii)	 reference to any gender includes the other gender; 



 

	 	(iii)	 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; 



  
 -1- 














	 	(iv)	 reference to any Person includes such Person’s successors and assigns but, if applicable, only if such
successors and assigns are permitted by this Supplemental Indenture or the Indenture, and reference to a Person in a particular capacity excludes such Person in any other capacity or individually provided that nothing in this clause (iv) is
intended to authorize any assignment not otherwise permitted by this Supplemental Indenture or the Indenture; 


  

	 	(v)	 reference to any agreement, document or instrument means such agreement, document or instrument as amended,
supplemented or modified and in effect from time to time in accordance with the terms thereof and, if applicable, the terms hereof, as well as any substitution or replacement therefor and reference to any note includes modifications thereof and any
note issued in extension or renewal thereof or in substitution or replacement therefor; 


  

	 	(vi)	 reference to any Section means such Section of this Supplemental Indenture; and 



 

	 	(vii)	 the word “including” (and with correlative meaning “include”) means including without
limiting the generality of any description preceding such term. 


  

	 	(b)	 No provision in this Supplemental Indenture shall be interpreted or construed against any Person because that
Person or its legal representative drafted such provision. 


 SECTION 3. Assumption of Obligations. 

 

	 	(a)	 Pursuant to, and in compliance and accordance with, Section 11.01 and Section 11.02 of the Indenture,
the Successor Company hereby expressly assumes all obligations of the Company under the Debt Securities, the Indenture, Guarantee Agreement, dated as of September 27, 2005 (the “Guarantee”), as Guarantor (as defined in the
Guarantee) and the Amended and Restated Declaration of Trust, dated as of September 27, 2005 (the “Declaration of Trust”), as Sponsor (as defined in the Declaration of Trust), including the due and punctual payment of the
principal of and premium, if any, and interest on all of the Debt Securities and the due and punctual performance and observance of all of the covenants and conditions of the Indenture to be performed or observed by the Company.



  

	 	(b)	 Pursuant to, and in compliance and accordance with, Section 11.02 of the Indenture, the Successor Company
shall succeed to and be substituted for the Company, with the same effect as if the Successor Company had originally been named in the Indenture as the Company, and thereupon the Company shall be relieved of any further liability or obligation under
the Indenture or upon the Debt Securities. 



  
 -2- 













 SECTION 4. Representations and Warranties. The Successor Company
represents and warrants that (a) it has all the necessary power and authority to execute and deliver this Supplemental Indenture and to perform the covenants and obligations of the Indenture, (b) it is a corporation organized and existing
under the laws of Delaware, (c) after giving effect to the Merger and this Supplemental Indenture, no Default or Event of Default, and no event that, after notice or lapse of time or both, would constitute an Event of Default, has occurred and
is continuing and (d) this Supplemental Indenture is properly executed and delivered pursuant to Article IX and Article XI of the Indenture and does not require the consent of the Securityholders. 

SECTION 5. Conditions of Effectiveness. This Supplemental Indenture shall become effective simultaneously with the
effectiveness of the Merger, provided, however, that: 
  

	 	(a)	 the Trustee shall have executed a counterpart of this Supplemental Indenture and shall have received one or
more counterparts of this Supplemental Indenture executed by the Successor Company and the Company; 


  

	 	(b)	 the Trustee shall have received an Officers’ Certificate stating that (i) in the opinion of the
signers, all conditions precedent provided for in the Indenture, including in Articles IX and XI, relating to execution of the Merger and this Supplemental Indenture have been complied with, (ii) the Merger and this Supplemental Indenture
comply with Articles IX and XI of the Indenture, (iii) it is proper for the Trustee under the provisions of Article IX of the Indenture to join in execution of the Supplemental Indenture and (iv) the execution of this Supplemental
Indenture is authorized or permitted by and conforms to the terms of Article IX of the Indenture; 


  

	 	(c)	 the Trustee shall have received an Opinion of Counsel to the effect that (i) the Merger and this
Supplemental Indenture comply with Articles IX and XI of the Indenture, (ii) the execution of this Supplemental Indenture is authorized or permitted by and conforms to the terms of Article IX of the Indenture, (iii) it is proper for the
Trustee under the provisions of Article IX of the Indenture to join in execution of the Supplemental Indenture and (iv) all conditions precedent provided for in the Indenture, including in Articles IX and XI, relating to the execution of the
Merger and this Supplemental Indenture have been complied with; and 


  

	 	(d)	 the Successor Company and the Company shall have duly executed and filed with the Secretary of State of the
State of Delaware a Certificate of Merger in connection with the Merger. 



  
 -3- 













 SECTION 6. Reference to the Indenture. 

 

	 	(a)	 Upon the effectiveness of this Supplemental Indenture, the Indenture shall be and hereby is modified in
accordance herewith. 


  

	 	(b)	 Upon the effectiveness of this Supplemental Indenture, this Supplemental Indenture forms a part of the
Indenture for all purposes and each reference in the Indenture to “this Indenture,” “hereunder,” “herein” or words of like import shall mean and be a reference to the Indenture, as affected, amended and supplemented
hereby. 


  

	 	(c)	 Upon the effectiveness of this Supplemental Indenture, each reference in the Debt Securities to the Indenture
including each term defined by reference to the Indenture shall mean and be a reference to the Indenture or such term, as the case may be, as affected, amended and supplemented hereby; the Debt Securities shall continue to be governed by the
Indenture; and every holder of Debt Securities heretofore or hereafter under the Indenture shall be bound by this Supplemental Indenture. 


  

	 	(d)	 The Indenture, as amended and supplemented hereby shall remain in full force and effect and is hereby ratified
and confirmed. 


 SECTION 7. Execution in Counterparts. This Supplemental Indenture may be
executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which when taken together shall constitute but one and the
same instrument. 
 SECTION 8. Governing Law; Binding Effect. This Supplemental Indenture shall be governed by
and construed in accordance with the laws of the State of New York and shall be binding upon the parties hereto and their respective successors and assigns. 

SECTION 9. The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the
validity or sufficiency of this Supplemental Indenture. The recitals of fact contained herein shall be taken as the statements solely of the Company or the Successor Company, and the Trustee assumes no responsibility for the correctness thereof.

 [Signatures on following page] 

  
 -4- 













 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed as of the day and year first written above. 
  

			
	BOSTON PRIVATE FINANCIAL HOLDINGS, INC.
		
	By:	 	 /s/ Steven M. Gaven

		 	Name: Steven M. Gaven
		 	Title: Executive Vice President and
		 	          Chief Financial Officer
	
	SVB FINANCIAL GROUP
		
	By:	 	 /s/ Michael Kruse

		 	Name: Michael Kruse
		 	Title: Treasurer
	
	WILMINGTON TRUST COMPANY, not in its individual capacity, but solely as Trustee
		
	By:	 	 /s/ Michael H. Wass

	Name:	 	Michael H. Wass
	Title:	 	Vice President