EXHIBIT 4.14
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 Bank of New York, a New York banking
corporation, as trustee are parties to an Indenture dated as of
March 27, 1997, as supplemented by First Supplemental Indenture,
dated March 27, 1997, pursuant to which NCF has issued $51,547,000
principal amount of the Floating Rate Junior Subordinated
Deferrable Interest Debentures due 2027 to evidence a loan made to
NCF of the proceeds from the issuance of Floating Rate Capital
Trust Pass-through Securities (SM) (the “ Capital
Securities ”) of the National Commerce Capital Trust I, a
Delaware statutory business trust (the “ Trust
”), and of common securities of the Trust (the “
Common Securities );
WHEREAS, NCF has guaranteed the distributions and
payments of amounts due under the Common Securities and the Capital
Securities to the extent set forth in the Common Securities
Guarantee Agreement dated as of March 27, 1997 (the “
Common Guarantee Agreement ”), between NCF and The
Bank of New York, as Guarantee Trustee and the Capital Securities
Guarantee Agreement dated as of March 27, 1997, between NCF and The
Bank of New York, as Guarantee Trustee (the “ Capital
Guarantee Agreement ”, together with the Common Guarantee
Agreement, the “ Guarantee Agreements
”);
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 5.1 of the Common Guarantee Agreement
and Section 9.1 of the Capital Guarantee Agreement allow NCF to
assign all of its right, title and interest in and to the
Guaran
