0001140361-06-014277 Sample Contracts

JUNIOR SUBORDINATED INDENTURE between PAB BANKSHARES, INC. and WILMINGTON TRUST COMPANY, as Trustee
Junior Subordinated Indenture • October 6th, 2006 • Pab Bankshares Inc • State commercial banks • New York

JUNIOR SUBORDINATED INDENTURE, dated as of October 5, 2006, between PAB BANKSHARES, INC., a Georgia corporation (the “Company”), and WILMINGTON TRUST COMPANY, a Delaware banking corporation, as Trustee (in such capacity, the “Trustee”).

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AMENDED AND RESTATED TRUST AGREEMENT among PAB BANKSHARES, INC., as Depositor WILMINGTON TRUST COMPANY, as Property Trustee WILMINGTON TRUST COMPANY, as Delaware Trustee and THE ADMINISTRATIVE TRUSTEES NAMED HEREIN as Administrative Trustees
Trust Agreement • October 6th, 2006 • Pab Bankshares Inc • State commercial banks • Delaware

THE PREFERRED SECURITIES WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN BLOCKS HAVING AN AGGREGATE LIQUIDATION AMOUNT OF NOT LESS THAN $100,000. TO THE FULLEST EXTENT PERMITTED BY LAW, ANY ATTEMPTED TRANSFER OF PREFERRED SECURITIES OR ANY INTEREST THEREIN IN A BLOCK HAVING AN AGGREGATE LIQUIDATION AMOUNT OF LESS THAN $100,000 AND MULTIPLES OF $1,000 IN EXCESS THEREOF SHALL BE DEEMED TO BE VOID AND OF NO LEGAL EFFECT WHATSOEVER. TO THE FULLEST EXTENT PERMITTED BY LAW, ANY SUCH PURPORTED TRANSFEREE SHALL BE DEEMED NOT TO BE THE HOLDER OF SUCH PREFERRED SECURITIES FOR ANY PURPOSE, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF THE LIQUIDATION AMOUNT OF OR DISTRIBUTIONS ON SUCH PREFERRED SECURITIES OR ANY INTEREST THEREIN, AND SUCH PURPORTED TRANSFEREE SHALL BE DEEMED TO HAVE NO INTEREST WHATSOEVER IN SUCH PREFERRED SECURITIES.

GUARANTEE AGREEMENT between PAB BANKSHARES, INC., As Guarantor, and WILMINGTON TRUST COMPANY, As Guarantee Trustee Dated as of October 5, 2006 PAB BANKSHARES CAPTITAL TRUST II
Guarantee Agreement • October 6th, 2006 • Pab Bankshares Inc • State commercial banks • New York

GUARANTEE AGREEMENT, dated as of October 5, 2006, executed and delivered by PAB BANKSHARES, INC., a Georgia corporation (the “Guarantor”) having its principal office at 3250 North Valdosta Road, Valdosta, Georgia 31602, and WILMINGTON TRUST COMPANY, a Delaware banking corporation, as trustee (in such capacity, the “Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Preferred Securities (as defined herein) of PAB Bankshares Capital Trust II, a Delaware statutory trust (the “Issuer”).

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