INTERCEPTION OF ANY SUCH
TRANSMISSION, AND (C) BORROWER AND BANK WILL RELEASE, HOLD HARMLESS AND
INDEMNIFY LENDER FROM ANY CLAIM, DAMAGE OR LOSS, INCLUDING THAT ARISING IN WHOLE
OR PART FROM LENDER'S STRICT LIABILITY OR SOLE, COMPARATIVE OR CONTRIBUTORY
NEGLIGENCE, WHICH IS RELATED TO THE ELECTRONIC TRANSMISSION OF DATA.
8.27
USA PATRIOT ACT.
THE LENDER HEREBY NOTIFIES THE BORROWER AND ANY
GUARANTOR THAT PURSUANT TO THE REQUIREMENTS OF THE PATRIOT ACT, IT IS REQUIRED
TO OBTAIN, VERIFY AND RECORD INFORMATION THAT IDENTIFIES THE BORROWER, WHICH
INFORMATION INCLUDES THE NAME AND ADDRESS OF THE BORROWER AND OTHER INFORMATION
THAT WILL ALLOW LENDER TO IDENTIFY THE BORROWER IN ACCORDANCE WITH THE PATRIOT
ACT.
8.28
NO INFERENCE OF EXTENSION PAST MATURITY DATE.
NOTWITHSTANDING ANY
OTHER PROVISION HEREIN, THE TERMS, CONDITIONS, AND REQUIREMENTS PROVIDED FOR
HEREIN THAT WOULD, BY THEIR EXPRESS TERMS, BE APPLICABLE TO TIME PERIODS AFTER
THE MATURITY DATE OF THE NOTES, ARE NOT TO BE INTERPRETED AS AN INFERENCE THAT
THE LENDER HAS AGREED TO ANY EXTENSION, AUTOMATIC OR OTHERWISE, TO THE EXTENSION
OF THE MATURITY DATE.
THE LENDER HAS NOT AGREED AND IS UNDER NO OBLIGATION TO
EXTEND THE MATURITY DATE OF THE NOTES, OR EITHER OF THEM.
Signature page follows.
Signature Page to Loan Agreement
WITNESS the hand and seal of the parties hereto through their duly authorized
officers as of the date first above written.
LENDER:
FIRST TENNESSEE BANK NATIONAL
ASSOCIATION
By:
/s/ Jeff Agee
Printed Name:
Jeff Agee
Title:
Chief Executive Officer
BORROWER:
FIRST CITIZENS BANCSHARES, INC.
By:
/s/ Jeff Agee
Printed Name:
Jeff Agee
Title:
Chief Executive Officer
The undersigned Bank executes this Loan Agreement for the sole purpose of
acknowledging the pledge of its Capital Stock under the Pledge Agreement.
BANK:
FIRST CITIZENS NATIONAL BANK
By:
/s/ Patrick Wredling
Printed Name:
Patrick Wredling
Title:
V.P. and Relationship Mgr.
LIST OF EXHIBITS
EXHIBIT A-1
EXHIBIT A-2
FIXED RATE NOTE
FLOATING RATE NOTE
EXHIBIT B
BORROWER'S COUNSEL'S OPINION
EXHIBIT C
ACTIONS, SUITS, OR OTHER PROCEEDINGS PENDING OR THREATENED AGAINST OR AFFECTING
BORROWER OR ANY SUBSIDIARY
EXHIBIT D
SUBSIDIARIES OF BORROWER
EXHIBIT E
LIENS
EXHIBIT F
OPTIONS, WARRANTS OR OTHER RIGHTS AGREEMENTS OR COMMITMENTS (INCLUDING
CONVERSION RIGHTS AND PREEMPTIVE RIGHTS) OBLIGATING BORROWER OR ANY SUBSIDIARY
TO ISSUE, SELL, PURCHASE OR REDEEM SHARES OR SECURITIES CONVERTIBLE TO SHARES
EXHIBIT G
INDEBTEDNESS NOT AUTHORIZED IN SECTION 6.1
EXHIBIT H
COMPLIANCE CERTIFICATE
APPENDIX A
DEFINITIONS
SCHEDULE 4.6
SUPERVISORY ACTION(S)
H-1
APPENDIX A
DEFINITIONS
"Affiliate" shall have the same meaning assigned to it in applicable bank
regulations.
"Asset Disposition" shall mean the disposition (including the sale, lease or
transfer) of any or all of the assets (including without limitation any common
or preferred stock of the Bank or any other Subsidiary) of the Borrower or any
of its Subsidiaries whether by sale, lease, transfer or otherwise.
"Average Assets" shall mean the year-to-date average of total assets of Bank.
"Bank Regulatory Authority" shall mean the Board of Governors of the Federal
Reserve System, the Comptroller of the Currency, the