JUNIOR SUBORDINATED INDENTURE between MACON BANCORP and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee Dated as of December 30,2003Junior Subordinated Indenture • March 18th, 2014 • Entegra Financial Corp. • Savings institutions, not federally chartered • New York
JUNIOR SUBORDINATED INDENTURE, dated as of December 30, 2003, between MACON BANCORP, a North Carolina corporation (the “Company”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as Trustee (in such capacity, the “Trustee”).
AMENDED AND RESTATED TRUST AGREEMENT among MACON BANCORP, as Depositor DEUTSCHE BANK TRUST COMPANY AMERICAS, as Property Trustee DEUTSCHE BANK TRUST COMPANY DELAWARE, as Delaware Trustee and THE ADMINISTRATIVE TRUSTEES NAMED HEREIN as Administrative...Trust Agreement • March 18th, 2014 • Entegra Financial Corp. • Savings institutions, not federally chartered • New York
AMENDED AND RESTATED TRUST AGREEMENT, dated as of December 30, 2003, among (i) Macon Bancorp, a North Carolina corporation (including any successors or permitted assigns, the “Depositor”), (ii) Deutsche Bank Trust Company Americas, a New York banking corporation, as property trustee (in such capacity, the “Property Trustee”), (iii) Deutsche Bank Trust Company Delaware, a Delaware banking corporation, as Delaware trustee (in such capacity, the “Delaware Trustee”), (iv) Everett Stiles, an individual, Stan M. Jeffress, an individual, and Roger Plemens, an individual, each of whose address is c/o Macon Bancorp, One Center Court, Franklin, North Carolina 28734, as administrative trustees (in such capacities, each an “Administrative Trustee” and, collectively, the “Administrative Trustees” and, together with the Property Trustee and the Delaware Trustee, the “Trustees”) and (v) the several Holders, as hereinafter defined.
ENTEGRA FINANCIAL CORP. Issuer to Trustee SUBORDINATED INDENTURE Dated as of , 20 Subordinated Debt SecuritiesSubordinated Indenture • May 22nd, 2017 • Entegra Financial Corp. • Savings institutions, not federally chartered
GUARANTEE AGREEMENT between MACON BANCORP, As Guarantor, and DEUTSCHE BANK TRUST COMPANY AMERICAS, As Guarantee Trustee Dated as of December 30, 2003 MACON CAPITAL TRUST IGuarantee Agreement • March 18th, 2014 • Entegra Financial Corp. • Savings institutions, not federally chartered • New York
GUARANTEE AGREEMENT, dated as of December 30, 2003, executed and delivered by MACON BANCORP, a North Carolina corporation (the “Guarantor”) having its principal office at One Center Court, Franklin, North Carolina 28734, and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as trustee (in such capacity, the “Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Preferred Securities (as defined herein) of Macon Capital Trust I, a Delaware statutory trust (the “Issuer”).
5,692,500 Shares (subject to increase to up to 6,546,375 shares) Entegra Financial Corp. (a North Carolina corporation) Common Stock (no par value) AGENCY AGREEMENTAgency Agreement • June 27th, 2014 • Entegra Financial Corp. • Savings institutions, not federally chartered • New York
EMPLOYMENT AND CHANGE OF CONTROL AGREEMENTEmployment Agreement • November 6th, 2014 • Entegra Financial Corp. • Savings institutions, not federally chartered • North Carolina
THIS EMPLOYMENT AND CHANGE OF CONTROL AGREEMENT (this “Agreement”) is made and entered as of the 1st day of November, 2014 by and among Entegra Financial Corp. ( “Entegra”), Macon Bank, Inc. (the “Bank”) (Entegra and the Bank are collectively referred to as the “Employer”), and David A. Bright (“Executive”).
FORM OF DEPOSIT AGREEMENTDeposit Agreement • May 22nd, 2017 • Entegra Financial Corp. • Savings institutions, not federally chartered
This DEPOSIT AGREEMENT (“Deposit Agreement”) is made and entered into as of __________, 20[___], by and among Entegra Financial Corp., a North Carolina corporation, [____________], and all holders from time to time of Receipts (as hereinafter defined) issued hereunder.
AGREEMENT AND PLAN OF MERGER FIRST CITIZENS BANCSHARES, INC. FIRST-CITIZENS BANK & TRUST COMPANY FC MERGER SUBSIDIARY VII, INC. and ENTEGRA FINANCIAL CORP. April 23, 2019Merger Agreement • April 24th, 2019 • Entegra Financial Corp. • Savings institutions, not federally chartered • North Carolina
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of the 23rd day of April, 2019, is made and entered into by and among First Citizens BancShares, Inc., a Delaware corporation (“BancShares”); First-Citizens Bank & Trust Company, a North Carolina chartered commercial bank and direct, wholly owned subsidiary of BancShares (“FCB”); FC Merger Subsidiary VII, Inc., a North Carolina corporation and direct, wholly owned subsidiary of FCB (“Merger Sub”); and Entegra Financial Corp., a North Carolina corporation (the “Company”), under authority of resolutions of their respective boards of directors duly adopted.
FORM OF AGREEMENT OF MERGER BETWEEN MACON BANCORP AND ENTEGRA FINANCIAL CORP.Merger Agreement • March 18th, 2014 • Entegra Financial Corp. • Savings institutions, not federally chartered
THIS AGREEMENT OF MERGER (the “Merger Agreement”) dated as of , 2014, is made by and among Macon Bancorp (“Macon Bancorp”) and Entegra Financial Corp. (the “Holding Company”). Capitalized terms have the respective meanings given them in the Plan of Conversion (the “Plan”) of Macon Bancorp dated January 23, 2014, unless otherwise defined herein.
SEVERANCE AND NON-COMPETITION AGREEMENTSeverance and Non-Competition Agreement • March 18th, 2014 • Entegra Financial Corp. • Savings institutions, not federally chartered • North Carolina
THIS SEVERANCE AND NON-COMPETITION AGREEMENT (this “Agreement”) is made and entered as of the day of , 2014 by and between Macon Bank, Inc. (“Employer”) and (“Executive”).
AGREEMENT AND PLAN OF MERGERMerger Agreement • January 16th, 2019 • Entegra Financial Corp. • Savings institutions, not federally chartered • Tennessee
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of the 15th day of January, 2019, is made and entered into by and among SmartFinancial, Inc., a Tennessee corporation (“SmartFinancial”); CT Merger Sub, Inc., a North Carolina corporation and direct, wholly owned subsidiary of SmartFinancial (“Merger Sub”); and Entegra Financial Corp., a North Carolina corporation (the “Company”), under authority of resolutions of their respective boards of directors duly adopted.
Written Agreement by and between Docket No. 12-056-WA/RB-HC MACON BANCORP Franklin, North Carolina and FEDERAL RESERVE BANK OF RICHMOND Richmond, VirginiaWritten Agreement • March 18th, 2014 • Entegra Financial Corp. • Savings institutions, not federally chartered
WHEREAS, Macon Bancorp, Franklin, North Carolina (“Bancorp”), a registered bank holding company, owns and controls Macon Bank, Inc., Franklin, North Carolina, (the “Bank”), a state-chartered nonmember bank, and a nonbank subsidiary;
RP® FINANCIAL, LC. Serving the Financial Services Industry Since 1988Appraisal Services Agreement • June 10th, 2011 • Macon Financial Corp.
This letter sets forth the agreement between Macon Bancorp, the holding company for Macon Bank, Inc. (“Macon” or the “Bank”), Franklin, North Carolina, and RP® Financial, LC. (“RP Financial”) for the independent appraisal services in connection with the stock to be issued concurrent with the mutual-to-stock conversion transaction. The specific appraisal services to be rendered by RP Financial are described below.
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION By and Among ENTEGRA FINANCIAL CORP., ENTEGRA BANK And CHATTAHOOCHEE BANK OF GEORGIA June 26, 2017Merger Agreement • June 27th, 2017 • Entegra Financial Corp. • Savings institutions, not federally chartered • North Carolina
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”) dated as of June 26, 2017, is by and among Entegra Financial Corp., a North Carolina corporation (“Buyer”), Entegra Bank, a North Carolina commercial bank and a wholly-owned subsidiary of Buyer (“Entegra Bank”), and Chattahoochee Bank of Georgia, a Georgia commercial bank (“CBG”). Capitalized terms used in this Agreement but not defined elsewhere herein shall have the meanings assigned to them in Section 10.1 hereof.
January 3, 2014Independent Conversion Appraisal Services Agreement • March 18th, 2014 • Entegra Financial Corp. • Savings institutions, not federally chartered
This letter sets forth the agreement between Macon Bank, Inc. Franklin, North Carolina, the wholly owned subsidiary of Macon Bancorp (collectively, the “Company”), and RP® Financial, LC. (“RP Financial”) for independent conversion appraisal services in conjunction with the stock to be issued concurrent with the mutual-to-stock conversion transaction. The specific conversion appraisal services to be rendered by RP Financial are described below.
February 15, 2011 Roger Plemens President Macon Bancorp One Center Court Franklin, NC 28734 Dear Mr. Plemens:Engagement Termination and New Engagement Agreement • June 10th, 2011 • Macon Financial Corp.
Whereas, Macon Bancorp (the “Company”) desires to terminate its current engagement with The Carson Medlin Company and engage Monroe Securities, Inc. on identical terms.
EXHIBIT A FORM OF ENTEGRA VOTING AGREEMENT [attached]Voting Agreement • April 24th, 2019 • Entegra Financial Corp. • Savings institutions, not federally chartered • North Carolina
This Voting Agreement (this “Agreement”), dated April [●], 2019, is entered into by and between First Citizens BancShares, Inc., a Delaware corporation (“BancShares”), and [●] (the “Shareholder”).
