Ameris Bancorp UNDERWRITING AGREEMENTUnderwriting Agreement • December 6th, 2019 • Ameris Bancorp • State commercial banks • New York
Ameris Bancorp, a bank holding company that is a corporation organized under the laws of the State of Georgia (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule I hereto (each, an “Underwriter” and, collectively, the “Underwriters”), for whom Sandler O’Neill & Partners, L.P. is acting as representative (the “Representative”), $120,000,000 aggregate principal amount of its 4.25% Fixed-to-Floating Rate Subordinated Notes due 2029 (each a “Note” and collectively, the “Notes”). The Notes will be issued pursuant to an indenture, dated as of March 13, 2017 (the “Base Indenture”), as supplemented by a second supplemental indenture to be dated as of December 6, 2019 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), between the Company and Wilmington Trust, National Association, as trustee (the “Trustee”). This Underwriting Agreement is referred to herein as this “Agreement”.
AMERIS BANCORP SECOND SUPPLEMENTAL INDENTURE Dated as of December 6, 2019 to the Indenture Dated as of March 13, 2017 4.25% Fixed-to-Floating Rate Subordinated Notes due 2029 WILMINGTON TRUST, NATIONAL ASSOCIATION as TrusteeSecond Supplemental Indenture • December 6th, 2019 • Ameris Bancorp • State commercial banks • New York
THIS SECOND SUPPLEMENTAL INDENTURE (“Second Supplemental Indenture”), dated as of December 6, 2019 is between Ameris Bancorp, a Georgia corporation (the “Company”), and Wilmington Trust, National Association, a national banking association organized under the laws of the United States, not in its individual capacity but solely as trustee (“Trustee”).
