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ABCB > SEC Filings for ABCB > Form 8-K on 29-Aug-2013All Recent SEC Filings

Show all filings for AMERIS BANCORP



Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligat

Item 1.01 Entry into a Material Definitive Agreement.

On August 28, 2013, Ameris Bancorp (the "Company") entered into a Loan Agreement (the "Loan Agreement") with NexBank SSB (the "Lender") providing for revolving loans of up to an aggregate principal amount of $25,000,000. Borrowings under the Loan Agreement accrue interest at LIBOR plus 4.0% per annum. In addition, the Company must pay commitment fees quarterly in arrears on the daily amount of the unused portion of the revolving loan amount at the rate of 0.25% per annum. The Loan Agreement will expire on August 28, 2016, at which time all outstanding amounts under the Loan Agreement will become due and payable. In connection with entering into the Loan Agreement, the Company issued to the Lender a Revolving Promissory Note dated as of August 28, 2013 (the "Promissory Note").

The Loan Agreement contains covenants pertaining to investments and acquisitions and certain financial and capital ratios. An event of default will occur under the Loan Agreement if the Company fails to timely comply with its obligations under the Loan Agreement or breaches its representations under the Loan Agreement (in each case, subject to applicable cure periods), the Company ceases to be a financial holding company or either the Company or its wholly owned banking subsidiary, Ameris Bank, commences or becomes the subject a bankruptcy or similar proceeding, experiences a "Material Adverse Change" or a "Change of Control" (as each is defined in the Loan Agreement) or becomes the subject of certain regulatory enforcement actions or agreements.

The obligations of the Company under the Loan Agreement are secured by a pledge of all of the capital stock of Ameris Bank pursuant to a Pledge and Security Agreement dated as of August 28, 2013 between the Company and the Lender (the "Pledge Agreement"). In the event of a default by the Company under the Loan Agreement, the Lender may terminate the commitments made under the Loan Agreement, declare all amounts outstanding to be payable immediately and exercise or pursue any other remedy permitted under the Loan Agreement or the Pledge Agreement, or conferred upon Lender by operation of law.

The descriptions contained herein of the Loan Agreement, the Promissory Note and the Pledge Agreement are qualified in their entirety by reference to the terms of such documents, each of which is attached hereto as an exhibit and incorporated herein by this reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information provided under Item 1.01 "Entry into a Material Definitive Agreement" is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

10.1 Loan Agreement dated as of August 28, 2013 by and between Ameris Bancorp and NexBank SSB.

10.2 Revolving Promissory Note dated as of August 28, 2013 issued by Ameris Bancorp to NexBank SSB.

10.3 Pledge and Security Agreement dated as of August 28, 2013 by and between Ameris Bancorp and NexBank SSB.

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