EXHIBIT 4.15
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
”), combined with the proceeds from the sale by the Trust to
NCF of its common securities (the “ Common Securities
”) and the proceeds from the sale of $3,000,000 of Capital
Securities by NCF through NBC Capital Markets Group,
Inc.;
WHEREAS, the Capital Securities and the Common Securities
for the Trust were issued pursuant to the Amended and Restated
Declaration of Trust dated as of March 27, 1997 (the “
Trust Agreement ”), among NCF, the administrators
named therein, The Bank of New York, as Property Trustee, The Bank
of New York (Delaware), as Delaware Trustee, 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 14.6 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
t
