|
EXHIBIT
4.21
ASSIGNMENT AND ASSUMPTION
AGREEMENT
THIS ASSIGNMENT AND
ASSUMPTION AGREEMENT (this “ Assignment ”) is
made as of this 22 nd day of September, 2004, between NATIONAL
COMMERCE FINANCIAL CORPORATION, a Tennessee corporation (“
NCF ”), and SUNTRUST BANKS, INC., a Georgia
corporation (“ SunTrust ”).
W I T
N E S S E T
H
WHEREAS, NCF and the
Trustee are parties to a Junior Subordinated Indenture, dated as of
December 14, 2001, pursuant to which NCF has issued $206,185,575 in
aggregate principal amount of 7.70% junior subordinated deferrable
interest debentures due 2031 in order to evidence a loan made to
NCF of the proceeds from the issuance by National Commerce Capital
Trust II, a Delaware statutory business trust (the “
Trust ”), of an aggregate of 8,000,000 of 7.70% trust
preferred securities (the “ Preferred Securities
”), and of an aggregate of 247,423 of Common Securities,
representing preferred undivided beneficial interests in the assets
of the Trust;
WHEREAS, the Preferred
Securities were issued pursuant to the Amended and Restated Trust
Agreement dated as of December 14, 2001 (the “ Trust
Agreement ”), among NCF, as depositor, The Bank of New
York, as Property Trustee, The Bank of New York (Delaware), as
Delaware Trustee, the administrative trustees named therein and the
holders;
WHEREAS, pursuant to
the Agreement and Plan of Merger, dated May 7, 2004, by and between
SunTrust and NCF (the “ Merger Agreement ”), NCF
will merge with and into SunTrust (the “ Merger
”) and SunTrust will be the surviving entity;
WHEREAS, Section 10.7
of the Trust Agreement allows NCF to assign all of its right, title
and interest in and to the Trust Agreement;
WHEREAS, NCF desires
to assign, transfer and deliver to SunTrust, all right, title and
interest to the Trust Agreement, and SunTrust desires to assume all
of NCF’s liabilities and obligations under and pursuant to
the Trust Agreement; and
WHEREAS, in connection
with the Merger, at the effective time of the Merger, SunTrust will
assume
|
