Attached files

file filename
8-K - 8-K - NATIONAL PENN BANCSHARES INCd173081d8k.htm
EX-4.5 - EX-4.5 - NATIONAL PENN BANCSHARES INCd173081dex45.htm
EX-4.4 - EX-4.4 - NATIONAL PENN BANCSHARES INCd173081dex44.htm
EX-4.1 - EX-4.1 - NATIONAL PENN BANCSHARES INCd173081dex41.htm
EX-10.3 - EX-10.3 - NATIONAL PENN BANCSHARES INCd173081dex103.htm
EX-4.2 - EX-4.2 - NATIONAL PENN BANCSHARES INCd173081dex42.htm
EX-4.3 - EX-4.3 - NATIONAL PENN BANCSHARES INCd173081dex43.htm
EX-10.4 - EX-10.4 - NATIONAL PENN BANCSHARES INCd173081dex104.htm
EX-99.1 - EX-99.1 - NATIONAL PENN BANCSHARES INCd173081dex991.htm
EX-10.1 - EX-10.1 - NATIONAL PENN BANCSHARES INCd173081dex101.htm

Exhibit 10.2

BB&T Corporation

200 West Second Street

Winston-Salem, NC 27101

April 1, 2016

Wilmington Trust Company

as Institutional Trustee and Delaware Trustee

Rodney Square North

1100 North Market Street

Wilmington, DE 19890

Attention: Corporate Trust Administration

 

  Re: NPB Capital Trust IV

Ladies and Gentlemen:

By virtue of the merger between National Penn Bancshares, Inc., a bank holding company incorporated in the Commonwealth of 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 Floating Rate Junior Subordinated Debt Securities due 2034 (the “Debt Securities”) issued pursuant to the Indenture, dated as of March 25, 2004, between National Penn and Wilmington Trust Company, as Trustee (the “Indenture”), (ii) the Indenture, (iii) the Amended and Restated Declaration of Trust of NPB Capital Trust IV, dated as of March 25, 2004 (the “Declaration”), among National Penn, as Sponsor, Wilmington Trust Company, as Institutional Trustee and Delaware Trustee, the Administrators named 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 March 25, 2004 (the “Guarantee”), between National Penn, as Guarantor, and Wilmington Trust Company, 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 IV.

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 (ii) consents to the service of process by mail.


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 IV Assumption Letter]