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.
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”).
EMPLOYMENT AND CHANGE OF CONTROL AGREEMENTEmployment Agreement • March 18th, 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 day of , 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 Ryan Scaggs (“Executive”).
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”).
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;
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.
