EXHIBIT 10.2
PLEDGE AND SECURITY AGREEMENT
THIS PLEDGE AND SECURITY AGREEMENT ("Agreement"), dated October 1, 2014, by and
between FIRST CITIZENS BANCSHARES, INC., a Tennessee corporation ("Pledgor") and
FIRST TENNESSEE BANK NATIONAL ASSOCIATION, having an office and place of
business in Memphis, Tennessee ("Lender");
W I T N E S S E T H:
WHEREAS, Lender has extended or will extend certain loan and credit
facilities to Pledgor pursuant to that certain Loan Agreement between Lender and
Pledgor of even date herewith (the "Loan Agreement"), and all capitalized terms
used but not otherwise defined in this Agreement shall have the same meaning as
set out in the Loan Agreement; and
WHEREAS, pursuant to the Loan Agreement, Lender is willing to extend
such loans and credit facilities to Pledgor only upon Pledgor executing this
Agreement for the purpose of securing all Obligations (as hereinafter defined)
of Pledgor to Lender.
NOW THEREFORE, in consideration of the foregoing, and to enable
Pledgor to obtain loans and other extensions of credit from Lender and to induce
Lender to have transactions with Pledgor, Pledgor agrees as follows:
1.
PLEDGE.
AS COLLATERAL SECURITY FOR THE PAYMENT AND PERFORMANCE IN
FULL OF THE OBLIGATIONS, PLEDGOR HEREBY PLEDGES, HYPOTHECATES, ASSIGNS,
TRANSFERS, SETS OVER AND DELIVERS UNTO LENDER, AND HEREBY GRANTS TO LENDER A
FIRST LIEN SECURITY INTEREST IN, THE COLLATERAL DESCRIBED IN SCHEDULE A,
TOGETHER WITH THE PROCEEDS THEREOF AND ALL CASH, ADDITIONAL SECURITIES OR OTHER
PROPERTY AT ANY TIME AND FROM TIME TO TIME RECEIVABLE OR OTHERWISE DISTRIBUTABLE
IN RESPECT OF, IN EXCHANGE FOR, OR IN SUBSTITUTION FOR ANY AND ALL SUCH PLEDGED
SECURITIES (ALL SUCH PLEDGED SECURITIES, THE PROCEEDS THEREOF, CASH, DIVIDENDS,
ADDITIONAL SECURITIES AND OTHER PROPERTY NOW OR HEREAFTER PLEDGED HEREUNDER ARE
HEREINAFTER COLLECTIVELY CALLED THE "PLEDGED SECURITIES");
TO HAVE AND TO HOLD the Pledged Securities, together with all
rights, titles, interests, powers, privileges and preferences pertaining or
incidental thereto, unto Lender, its successors and assigns; subject, however,
to the terms, covenants and conditions hereinafter set forth.
Pledgee agrees to
hold the Pledged Securities to secure the payment of the Obligations and shall
not encumber or otherwise dispose of such Pledged Securities except in
accordance with the terms and provisions of this Agreement.
Upon delivery to Lender, the Pledged Securities shall be accompanied
by executed stock powers in blank and by such other instruments or documents as
Lender or its counsel may reasonably request.
Each delivery of certificates for
such Pledged Securities shall be accompanied by a schedule showing the number of
shares and the numbers of the certificates theretofore and then pledged
hereunder, which schedule shall be attached hereto as Schedule A and made a part
hereof.
Each schedule so delivered shall supersede any prior schedule so
delivered.
2.
OBLIGATIONS SECURED.
THIS AGREEMENT IS MADE, AND THE SECURITY
INTEREST CREATED HEREBY IS GRANTED TO LENDER, TO SECURE FULL PAYMENT AND
PERFORMANCE OF ANY AND ALL INDEBTEDNESS AND OTHER OBLIGATIONS OF PLEDGOR TO
LENDER PURSUANT TO THE LOAN AGREEMENT, DIRECT OR CONTINGENT, HOWEVER EVIDENCED