BB&T Corporation 200 West Second Street Winston-Salem, NC 27101 April 1, 2016

EX-10.3 9 d173081dex103.htm EX-10.3 EX-10.3

Exhibit 10.3

BB&T Corporation

200 West Second Street

Winston-Salem, NC 27101

April 1, 2016

Wells Fargo Bank, National Association

as Institutional Trustee and Guarantee Trustee

919 Market Street Suite 700

Wilmington, DE 19801

Attention: Corporate Trust Division

Wells Fargo Delaware Trust Company

as Delaware Trustee

919 Market Street Suite 700

Wilmington, DE 19801

Attention: Corporate Trust Division

 

  Re: NPB Capital Trust V

Ladies and Gentlemen:

By virtue of the merger between National Penn Bancshares, Inc., a bank holding company incorporated in Pennsylvania (“National Penn”) and BB&T Corporation, a North Carolina corporation (“BB&T”), pursuant to the Agreement and Plan of Merger, dated as of August 17, 2015, by and between BB&T and National Penn (the “Merger Agreement”), BB&T, as the surviving corporation, does hereby agree, affirm and acknowledge that, effective as of the Effective Time (as defined in the Merger Agreement), it expressly assumes all the duties, warranties, and obligations of National Penn under (i) the Junior Subordinated Debt Securities due April 7, 2034 (the “Debt Securities”) issued pursuant to the Indenture, dated as of April 7, 2004, between National Penn and Wells Fargo Bank, National Association, as Trustee (the “Indenture”), (ii) the Indenture, (iii) the Amended and Restated Declaration of Trust of NPB Capital Trust V, dated as of April 7, 2004 (the “Declaration”), among National Penn, as Sponsor, Wells Fargo Bank, National Association, as Institutional Trustee, Wells Fargo Delaware Trust Company, as Delaware Trustee, the Administrators (as defined therein) and the holders from time to time of undivided beneficial interests in the assets of the Trust (as defined therein) and (iv) the Guarantee Agreement, dated as of April 7, 2004 (the “Guarantee”), between National Penn, as Guarantor, and Wells Fargo Bank, National Association, as Guarantee Trustee, for the benefit of the Holders (as defined therein) from time to time of the Capital Securities (as defined therein) of NPB Capital Trust V.

As to all matters relating to the Declaration, this letter shall be governed by, and construed in accordance with, the laws of the State of Delaware without regard to its conflict of laws principles. Except as set forth in the immediately preceding sentence, this letter shall be


governed by, and construed in accordance with, the laws of the State of New York without regard to its conflict of laws principles other than Section 5-1401 of the New York General Obligations Law. The undersigned (i) irrevocably submits itself to the non-exclusive jurisdiction and venue of any United States federal court or New York state court, in each case located in the Borough of Manhattan, The City of New York in any action arising out of this letter, and, with respect to all matters relating to the Declaration, further agrees to submit to the non-exclusive jurisdiction and venue of any United States federal court or Delaware state court, in each case located in Wilmington, Delaware, and (ii) consents to the service of process by mail.

[Signature page follows.]


Very truly yours,
BB&T CORPORATION
By:  

/s/ Hal S. Johnson

Name:   Hal S. Johnson
Title:   Executive Vice President and Treasurer

[Signature Page to NPB Capital Trust V Assumption Letter]