Exhibit 4.19
SILICON VALLEY BANCSHARES
Officers’ Certificate and Company Order
relating to the
7% Junior Subordinated Deferrable Interest Debentures Due October 15, 2033
of Silicon Valley Bancshares
Pursuant to the Indenture, dated as of October 30, 2003 (the “Indenture”), between Silicon Valley Bancshares, a Delaware corporation (the “Company”), and Wilmington Trust Company, as trustee (the “Debenture Trustee”), and resolutions adopted by the Pricing Committee of the Company’s Board of Directors on October 23, 2003; this Officers’ Certificate is being delivered to the Debenture Trustee to establish the terms of one series of securities (the “Securities”) in accordance with Section 3.1 of the Indenture, to establish the form of the Securities of such series in accordance with Section 2.1 of the Indenture, to request the authentication and delivery of the Securities of such series pursuant to Section 3.3 of the Indenture and to comply with the provisions of Section 1.2 of the Indenture. This Officers’ Certificate shall be treated for all purposes under the Indenture as a supplemental indenture thereto.
Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Indenture.
There are hereby established pursuant to Section 3.1 of the Indenture a series of Securities which shall have the following terms:
in each year (each, an “Interest Payment Date”), commencing January 15, 2004, until the principal thereof is paid or made available for payment. The date 15 days prior to an Interest Payment Date shall be the “Regular Record Date” for the interest payable on such Interest Payment Date. Accrued interest that is not paid on such applicable Interest Payment Date will bear additional interest on the amount thereof (to the extent permitted by law) at a rate per annum of 7% thereof compounded quarterly.
In addition, so long as no Event of Default with respect to the Securities has occurred or is continuing, the Company has the rights set forth in Section 3.11 of the Indenture at any time during the term of such Securities to defer the payment of interest at any time or from time to time for a period not exceeding 20 consecutive quarterly periods with respect to each Extension Period, provided that no Extension Period may extend beyond the Stated Maturity. At the end of such Extension Period, the Company must pay all interest then accrued and unpaid (together with interest thereon at the annual rate of 7%, compounded quarterly, to the extent permitted by applicable law).
In addition, upon the occurrence of a Tax Event, an Investment Company Event or a Capital Treatment Event in respect of a SVB Trust, the Company may, at its option and subject to receipt of prior regulatory approval if then required under applicable capital guidelines or policies, redeem the Securities in whole (but not in part) at any time within 90 days of the occurrence of such Tax Event, Investment Company Event or a Capital Treatment Event, at a redemption price equal to the accrued and unpaid interest on the Securities so redeemed to the date fixed for redemption, plus 100% of the principal amount thereof.
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It is hereby established pursuant to Section 2.1 of the Indenture that the Securities shall be substantially in the form attached as Exhibit D hereto.
It is hereby ordered pursuant to Section 3.3 of the Indenture that the Trustee authenticate, in the manner provided by the Indenture, Securities in the aggregate principal amount of $51,546,400
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registered in the name of Cede & Co., as the nominee of The Depository Trust Company, which Securities have been heretofore duly executed by the proper officers of the Company and delivered to you as provided in the Indenture, and to deliver said authenticated Securities to Wilmington Trust Company or its custodian on October 30, 2003.
Attached as Exhibit E hereto are true and correct copies of resolutions adopted by the Board of Directors of the Company at a meeting on September 11, 2003. Attached as Exhibit F hereto are true and correct copies of resolutions adopted by the Pricing Committee of the Board of Directors of the Company at a meeting on October 23, 2003. Such resolutions have not been further amended, modified or rescinded and remain in full force and effect; and such resolutions (together with this Officers’ Certificate) are the only resolutions or other action adopted by the Company’s Board of Directors or any committee thereof or by any Authorized Officers relating to the offering and sale of the Securities.
The undersigned have read the pertinent sections of the Indenture including the related definitions contained therein. The undersigned have examined the resolutions adopted by the Board of Directors and the Pricing Committee of the Board of Directors of the Company. In the opinion of the undersigned, the undersigned have made such examination or investigation as is necessary to enable the undersigned to express an informed opinion as to whether or not the conditions precedent to the establishment of (i) a series of Securities, (ii) the forms of such Securities and (iii) authentication of such series of Securities, contained in the Indenture have been complied with. In the opinion of the undersigned, such conditions (including covenants, compliance with which constitutes a condition precedent) have been complied with.
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IN WITNESS WHEREOF, the undersigned have executed this Certificate this 30th day of October, 2003.
| SILICON VALLEY BANCSHARES | ||||
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| By: | /s/ Kenneth P. Wilcox |
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| Name: Kenneth P. Wilcox |
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| Title: President and Chief Executive Officer | |||
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| By: | /s/ Paulette Mehas |
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| Name: Paulette Mehas |
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| Title: Treasurer |
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[Signature Page to Officers’ Certificate and Company Order]
