LIMITED WAIVER AND SECOND AMENDMENTTO LOAN AGREEMENT

Exhibit 10.1

LIMITED WAIVER AND SECOND AMENDMENT TO LOAN AGREEMENT

THIS LIMITED WAIVER AND SECOND AMENDMENT TO LOAN AGREEMENT (this “Amendment”) is entered into as of December 28, 2016 (the “Amendment Date”), between AMERIS BANCORP, a Georgia corporation (“Borrower”), and NEXBANK SSB (“Lender”).

R E C I T A L S

A.       Borrower and Lender are parties to that certain Loan Agreement dated as of August 28, 2013 (as heretofore amended and as it may be further amended, modified, supplemented, restated or amended and restated from time to time, the “Loan Agreement”). Unless otherwise indicated herein, all terms used with their initial letter capitalized are used herein with their meaning as defined in the Loan Agreement and all Section references are to Sections in the Loan Agreement.

B.       The Bank was out of compliance with its Total Risk-Based Capital Ratio requirement under Section 11.10 of the Loan Agreement as of the last day of each of the fiscal quarters ending March 31, 2016, June 30, 2016 and September 30, 2016 (collectively, the “2016 TRBC Ratio Requirements”).

C.       Borrower has requested that Lender, and Lender has agreed to, (i) waive the 2016 TRBC Ratio Requirements, subject to the terms and conditions set forth in this Amendment, and (ii) amend the Loan Agreement and Note to, among other things, increase the Commitment and reduce the Total Risk-Based Capital Ratio required of the Bank.

D.       Borrower and Lender desire to amend the Loan Documents, subject to the terms, conditions, and representations set forth herein, as requested by Borrower.

E.       Borrower and Lender agree to the other terms and provisions provided below, subject to the terms, conditions, and representations set forth herein.

NOW, THEREFORE, in consideration of these premises and other valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree, as follows:

(a)       Section A of the Recitals is hereby amended and restated in its entirety to read as follows:

A. Borrower has applied to Lender for a revolving loan in the amount of up to $60,000,000, and Lender is willing to make the Loan on the terms and conditions hereinafter set forth.

(b)       The following definitions in Section 2.1 of the Loan Agreement are hereby amended and restated in their entirety to read as follows:

Commitment: The obligation of Lender to make Revolving Credit Advances pursuant to Section 4.1 in an aggregate principal amount at any time outstanding up to but not exceeding $60,000,000, subject, however, to termination pursuant to Article XVI.

(c)       Section 11.10 of the Loan Agreement is hereby amended and restated in its entirety to read as follows:

11.10 Total Risk-Based Capital Ratio.

The Bank shall cause to be maintained as of the last day of each period in the table below, the Total Risk-Based Capital Ratio as set forth in the table below for such period:

(d)       Section 2(D) of Exhibit A (Certificate of Compliance) to the Loan Agreement is hereby amended and restated in its entirety to read as follows:

D. Covenant: Total Risk-Based Capital Ratio as set forth in the Loan Agreement tested quarterly.

Calculation:

Total Risk-Based Capital Ratio = (Tier 1 Capital + Tier 2 Capital) / Total Risk-Weighted Assets

Total Risk-Based Capital Ratio of                                                                                for period ending                                                         .

[Borrower to include specific calculation based upon formula outlined in Agreement]

Compliance? (Yes or No)                                                                                                                                                             

(a)        Lender shall have received counterparts of this Amendment executed by Borrower, Lender, and each other party set forth on the signature pages hereto;

(b)       Lender shall have received the Second Amended and Restated Revolving Promissory Note dated as of the Effective Date in the original principal amount of $60,000,000 executed by Borrower and payable to the order of Lender (the “Second Amended and Restated Note”);

(c)       Lender shall have received satisfactory evidence that the representations and warranties contained in the Loan Agreement and in the other Loan Documents, after giving effect to the terms of this Amendment, shall be true and correct in all material respects on and as of the Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date;

(d)       Lender shall have received satisfactory evidence that Borrower has paid the fees and expenses of counsel described in Section 6 hereof and Article VII of the Loan Agreement;

(e)       After giving effect to the terms of this Amendment, no Default or Event of Default shall have occurred and be continuing or shall result after giving effect to this Amendment or the Second Amended and Restated Note;

(f)       Lender shall have received an officer’s certificate, together with all attachments and exhibits thereto, duly executed and delivered by a duly authorized officer of the Borrower;

(g)       Lender shall have received a favorable written opinion of Rogers & Hardin LLP, counsel to Borrower, covering such matters as the Lender may reasonably request (and the Borrower hereby instructs such counsel to deliver such opinions to the Lender); and

(h)       Lender shall have received such other instruments and documents incidental and appropriate to the transactions provided for herein as Lender or its counsel may reasonably request, and all such documents shall be in form and substance satisfactory to Lender (it being agreed that execution of this Amendment by Lender shall evidence that the foregoing conditions have been fulfilled).

[Remainder of Page Intentionally Left Blank; Signature Pages Follow.]

IN WITNESS WHEREOF, the parties hereto have executed this Amendment in multiple counterparts to be effective as of date first set forth above.