Entegra Financial Corp. – Agreement and Plan of Merger and Reorganization (June 27th, 2017)
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.
Entegra Financial Corp. – Department of the Secretary of State ARTICLES OF AMENDMENT OF ENTEGRA FINANCIAL CORP. (November 16th, 2015)
Pursuant to SS55-10-06 of the General Statutes of North Carolina, the undersigned corporation hereby submits the following Articles of Amendment for the purpose of amending its Articles of Incorporation.
Entegra Financial Corp. – Contract (May 29th, 2015)
SOSID: 1205981 Date Filed: 9/30/2014 1:08:00 PM Elaine F. Marshall North Carolina Secretary of State C2014 273 00340 State of North Carolina Department of the Secretary of State ARTICLES OF MERGER Pursuant to North Carolina General Statute Section 55-1 l-05(a), the undersigned entity does hereby submit the following Articles of Merger as the surviving business entity in a merger between two or more business entities. 1. The name of the surviving entity is Entegra Financial Corp., a (check one) corporation, nonprofit corporation, professional corporation, limited liability company, limited partnership, partnership, limited liability partnership organized under the laws of North Carolina. 2. The address of the surviving entity is: Street Address 220 One Center Court City Franklin State NC Zip Code 28734 County Macon 3. For each merging entity: (if more than one, complete on separate sheet and attach.) The name of the merged entity is Macon Bancorp, a (check one) corporation, n
Entegra Financial Corp. – Employment and Change of Control Agreement (October 15th, 2014)
THIS EMPLOYMENT AND CHANGE OF CONTROL AGREEMENT (this Agreement) is made and entered as of the 9th day of October, 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 Roger D. Plemens (Executive).
Entegra Financial Corp. – Macon Bank, Inc. Salary Continuation Agreement (May 14th, 2014)
THIS AGREEMENT is adopted this 23rd day of June, 2003, by and between MACON BANK, INC., a state-chartered savings bank located in Franklin, North Carolina (the Company), and Roger D. Plemens (the Executive).
Entegra Financial Corp. – Memorandum of Understanding (May 14th, 2014)
The January 6, 2014 Report of Examination (Report) of Macon Bank, Inc., Franklin, North Carolina (Bank) continues to reflect less than satisfactory conditions which, if not corrected, could worsen into a more severe situation. Thus, a program of corrective action is warranted as outlined in this Memorandum of Understanding (Memorandum). This Memorandum is an agreement between the Board of Directors of Macon Bank, Inc., (Board), the Regional Director of the FDICs Atlanta Regional Office, and the North Carolina Commissioner of Banks (collectively referred to as Supervisory Authorities) whereby the Bank, through its management and Board, agrees to act in good faith to comply with the requirements of the Memorandum. Unless otherwise specified, all time periods start with the effective date of this Memorandum. The program of corrective action is as follows:
Entegra Financial Corp. – United States of America Before the Board of Governors of the Federal Reserve System Washington, D.C. (March 18th, 2014)
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;
Entegra Financial Corp. – Contract (March 18th, 2014)
Entegra Financial Corp. – Employment and Change of Control Agreement (March 18th, 2014)
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 Roger D. Plemens (Executive).
Entegra Financial Corp. – 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 Trustees Dated as of December 30, 2003 MACON CAPITAL TRUST I (March 18th, 2014)
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. – Amended and Restated Articles of Incorporation of Entegra Financial Corp. (March 18th, 2014)
Entegra Financial Corp. – Form of Agreement of Merger Between Macon Bancorp and Entegra Financial Corp. (March 18th, 2014)
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.