BOSTON PRIVATE FINANCIAL HOLDINGS, INC. Registration Rights AgreementRegistration Rights Agreement • July 9th, 2007 • Boston Private Financial Holdings Inc • State commercial banks • New York
Boston Private Financial Holdings, Inc., a Massachusetts corporation (the “Company”), proposes to issue and sell to Merrill Lynch, Pierce, Fenner & Smith Incorporated, RBC Capital Markets Corporation and SunTrust Capital Markets, Inc. (collectively, the “Initial Purchasers”) upon the terms set forth in a purchase agreement dated June 28, 2007 (the “Purchase Agreement”), $287,500,000 aggregate principal amount of its 3.00% Contingent Convertible Senior Notes due 2027 (the “Securities”). The Securities will be convertible into cash and, if the Company so elects, shares of the Company’s common stock, par value $1.00 per share (the “Common Stock”), at the conversion price set forth in the Final Offering Memorandum dated June 28, 2007. The Securities will be issued pursuant to an Indenture, dated as of July 5, 2007 (the “Indenture”), between the Company and U.S. Bank National Association, as trustee (the “Trustee”). As an inducement to the Initial Purchasers to enter into the Purchase Agree
