SILICON VALLEY BANCSHARES Zero Coupon Convertible Subordinated Notes due June 15, 2008 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 14th, 2003 • Silicon Valley Bancshares • State commercial banks • New York
Silicon Valley Bancshares, a Delaware corporation (the "Company"), proposes to issue and sell to Credit Suisse First Boston LLC (the "Initial Purchaser"), upon the terms set forth in a purchase agreement dated May 15, 2003 (the "Purchase Agreement"), $150,000,000 aggregate principal amount of its Zero Coupon Convertible Subordinated Notes due June 15, 2008 (the "Notes"). The Notes will be issued pursuant to an Indenture, dated as of May 20, 2003 (the "Indenture"), between the Company and Wells Fargo Bank Minnesota, National Association, as trustee (the "Trustee"). As an inducement to the Initial Purchaser to enter into the Purchase Agreement, the Company agrees with the Initial Purchaser, for the benefit of (i) the Initial Purchaser as Initial Purchaser and (ii) the beneficial owners (including the Initial Purchaser) from time to time of the Notes and of the Underlying Common Stock (as defined herein) issued upon conversion of the Notes (each of the foregoing, a "Holder" and, collectiv
