GUARANTEE AGREEMENT by and between AMERIS BANCORP and WILMINGTON TRUST COMPANY Dated as of September 20, 2006Guarantee Agreement • October 27th, 2006 • Ameris Bancorp • State commercial banks • New York
This GUARANTEE AGREEMENT (this “Guarantee”), dated as of September 20, 2006, is executed and delivered by Ameris Bancorp, a Georgia corporation (the “Guarantor”), and Wilmington Trust Company, a Delaware banking corporation, as trustee (the “Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Capital Securities (as defined herein) of Ameris Statutory Trust I, a Delaware statutory trust (the “Issuer”).
AMERIS BANCORP 36,000 Capital Securities Floating Rate Capital Securities (Liquidation Amount $1,000.00 per Capital Security) PLACEMENT AGREEMENTSubscription Agreement • October 27th, 2006 • Ameris Bancorp • State commercial banks • New York
Capitalized terms used but not otherwise defined in this Disclosure Schedule shall have the meanings ascribed to such terms in the above-referenced agreement (the “Agreement”). This Disclosure Schedule is qualified in its entirety by reference to specific provisions of the Agreement, and is not intended to constitute, and shall not be construed as constituting, representations or warranties of the Offerors, except as and to the extent provided in the Agreement. Except as provided in the Agreement, inclusion of information herein shall not be construed as an admission that such information is material to the business of the Company.
AMERIS STATUTORY TRUST I AMERIS BANCORP SUBSCRIPTION AGREEMENT September 20, 2006Subscription Agreement • October 27th, 2006 • Ameris Bancorp • State commercial banks • New York
THIS SUBSCRIPTION AGREEMENT (this “Agreement”) made among Ameris Statutory Trust I (the “Trust”), a statutory trust created under the Delaware Statutory Trust Act (Chapter 38 of Title 12 of the Delaware Code, 12 Del. C. §§ 3801, et seq.), Ameris Bancorp, a Georgia corporation, with its principal offices located at 24 Second Avenue SE, Moultrie, Georgia 31776 (the “Company” and, collectively with the Trust, the “Offerors”), and TWE, Ltd. (the “Purchaser”).
AMERIS STATUTORY TRUST I AMERIS BANCORP SUBSCRIPTION AGREEMENT September 20, 2006Subscription Agreement • October 27th, 2006 • Ameris Bancorp • State commercial banks • New York
THIS SUBSCRIPTION AGREEMENT (this “Agreement”) made among Ameris Statutory Trust I (the “Trust”), a statutory trust created under the Delaware Statutory Trust Act (Chapter 38 of Title 12 of the Delaware Code, 12 Del. C. §§ 3801, et seq.), Ameris Bancorp, a Georgia corporation, with its principal offices located at 24 Second Avenue SE, Moultrie, Georgia 31776 (the “Company” and, collectively with the Trust, the “Offerors”), and First Tennessee Bank National Association (the “Purchaser”).
