THIS DEBENTURE AND THE SHARES INTO WHICH IT IS CONVERTIBLE
(THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "FEDERAL ACT") OR THE GEORGIA SECURITIES
ACT OF 1973, AS AMENDED (THE "GEORGIA ACT"), BUT HAVE BEEN ACQUIRED
BY THE REGISTERED OWNER HEREOF FOR PURPOSES OF INVESTMENT AND IN
RELIANCE ON THE STATUTORY EXEMPTIONS CONTAINED IN SECTION 4(2) OF
THE FEDERAL ACT AND IN SECTION 10-5-9(13) OF THE GEORGIA ACT. THE
SECURITIES MAY NOT BE SOLD, PLEDGED, TRANSFERRED OR ASSIGNED EXCEPT
IN A TRANSACTION WHICH IS EXEMPT UNDER THOSE ACTS, OR PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT THEREUNDER OR IN A TRANSACTION
OTHERWISE IN COMPLIANCE WITH THE GEORGIA ACT AND OTHER APPLICABLE
STATE AND FEDERAL SECURITIES LAWS, AND IN THE CASE OF AN EXEMPTION,
UNLESS THE CORPORATION HAS RECEIVED AN OPINION OF COUNSEL,
SATISFACTORY TO IT, OR A COMMUNICATION FROM THE SECURITIES AND
EXCHANGE COMMISSION, THAT SUCH TRANSACTION DOES NOT REQUIRE
REGISTRATION OF THE SHARES UNDER THESE ACTS.
____________________, 1996
No.____________________________ $___________________
UNITED COMMUNITY BANKS, INC.
FLOATING RATE CONVERTIBLE SUBORDINATED PAYABLE IN KIND DEBENTURE
DUE DECEMBER 31, 2006
United Community Banks, Inc. (the "Company"), a Georgia
corporation, for value received, hereby promises to pay to the
order of ________________________________________________________
, or registered assigns (the "Record Holder"), __________________
______________________________ DOLLARS ($______________) (the
"principal amount") on December 31, 2006 (the "Maturity Date")
with interest on the outstanding and unpaid principal amount
hereof at the simple interest rate per annum of one quarter of
one percentage point above the Prime Rate as defined herein.
This Debenture is one of a series of Floating Rate Convertible
Subordinated Payable in Kind Debentures due December 31, 2006
issued by the Company and limited to an aggregate principal
amount of $3,500,000.
THIS DEBENTURE IS AN UNSECURED DEBT OBLIGATION OF THE
COMPANY ONLY, IS NOT AN OBLIGATION OF, OR A DEPOSIT IN, A BANK,
AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION
OR ANY OTHER FEDERAL AGENCY.
1. Interest
--------
(a) Accrued interest on this Debenture shall be
payable quarterly on the first (1st) day of the calendar
quarter following the quarter in which it accrues,
commencing on April 1, 1997 and continuing to be due on each
July 1, October 1, January 1 and April 1 thereafter so long
as this Debenture is outstanding, together with a final
payment of interest which shall be due on the date indicated
herein on which the final payment of principal is due
hereunder. Each payment of accrued interest on this
Debenture payable on any interest payment date shall be made
to the Record Holder as of the close of business on the 15th
day of the month immediately preceding such payment date.
Such interest shall be calculated on the basis on the actual
number of days elapsed and a year of 365 or 366 days, as
applicable.
(b) Interest may be payable, at the option of the
Board of Directors of the Company, in cash or in an
additional debenture of like kind and tenor herewith with
the principal amount thereof equal to the amount of interest
so paid (an "Interest Debenture").
(c) When interest in cash is not paid in full on
the Debenture and on any other indebtedness of the Company
ranking pari passu as to interest with the Debenture, all
cash interest paid on the Debenture and such other
indebtedness shall be paid pro rata so that the amount of
cash interest paid on the Debenture and such other
indebtedness shall bear to each other the same ratio that
unpaid cash interest on the Debenture and such other
indebtedness, to the date of such interest payment, bear to
each other.
(d) As used herein, the term "Prime Rate" shall
mean the rate of interest equal to the lowest rate quoted as
the "Prime Rate" from time to time in the Money Rates column
of the issue of The Wall Street Journal. For purposes of
calculating interest hereunder, the Prime Rate in effect on
the last business day of each calendar quarter shall be the
Prime Rate for the entire succeeding calendar quarter;
provided, however, from the date hereof to, but not
including January 1, 1997, the Prime Rate shall be 8.25%.
In the event the Prime Rate is discontinued as a standard,
the Company shall designate a comparable reference rate as a
substitute therefor.
2. Optional Redemption by the Company
----------------------------------
(a) The Debenture and the Interest Debentures
(collectively the "Debentures") shall not be redeemable
prior to January 1, 1998. At any time thereafter, subject
to the following limitations, the Company, at its sole
option, may redeem the whole or any part of the then
outstanding Debentures by paying in cash for the Debentures
an amount equal to 100% of the principal amount of the
Debentures to be redeemed plus all accrued but unpaid
interest on the Debentures (the "Redemption Price").
(b) Notice of redemption shall be mailed
(certified mail, postage prepaid) not less than twenty (20)
days nor more than sixty (60) days prior to the redemption
date specified in that notice, to the Record Holder of the
Debentures at the address appearing on the Company's records
for the Debentures. Each such notice shall state: (i) the
redemption date; (ii) the applicable Redemption Price; and
(iii) the place or places at which the certificates
representing the Debentures are to be surrendered for
payment of the Redemption Price.
(c) If notice of redemption has been given
pursuant to Section 2(b) above and if, on or before the
redemption date specified in such notice, the funds
necessary for such redemption have been irrevocably
deposited by the Company with a Paying Agent (as defined in
Section 2(d) below), then from and after the redemption
date, notwithstanding that the certificate for the
Debentures shall not have been surrendered for cancellation
or that such Debentures may have been transferred (whether
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with or without the Company's permission), (i) the
Debentures so called for redemption shall no longer be
deemed outstanding, (ii) all interest shall cease to accrue
thereon, and (iii) all other rights with respect to such
Debentures shall cease and terminate (except the right to
receive the Redemption Price upon a surrender of the
Debentures). Upon surrender, in accordance with said
notice, of the Debentures, the Debentures shall be redeemed
by the Company at the Redemption Price.
(d) On or before the redemption date, the Company
shall deposit with an agent that is a bank or a trust
company (the "Paying Agent"), or otherwise designate or set
aside as provided in Section 2(c) above, funds sufficient to
pay the Redemption Price for the Debentures on the
redemption date. Any interest earned on funds so
designated, set aside or deposited with a Paying Agent shall
be retainable by or payable to the Company, and the holder
of the Debentures shall have no rights with respect thereto.
3. Conversion
----------
(a) Subject to and upon compliance with the
provisions of this Section 3, the Record Holder of the
Debenture may, at its option, convert any or all of such
Debenture for shares of common stock of the Company
("Company Stock") at the rate of one share of Company Stock
(the "Conversion Factor") for each $25 (the "Conversion
Price") of Conversion Value (as defined below) of the
Debenture so converted, subject to adjustments as set forth
below. The "Conversion Value" of the Debenture shall be
equal to the principal amount thereof. If a residual amount
of Conversion Value remains following a conversion of the
Debenture tendered for conversion (that is, an amount less
than the then effective Conversion Price for another whole
share of Company Stock), the Company shall pay to the Record
Holder in cash such residual amount of Conversion Value in
lieu of any fractional share of Company Stock. If the
Debenture is called for redemption as provided in Section 2
hereof, the conversion rights pertaining thereto will
terminate at the close of business five (5) business days
immediately preceding the redemption date thereof.
(b) A Record Holder of the Debentures may
exercise the conversion right as to any amount of a
Debenture (but not as to an amount, if less than the full
amount of the Debenture, of Conversion Value that is less
than the then-effective Conversion Price for a whole share
of Company Stock) by delivering to the Company during
regular business hours, at its principal executive office or
at any such other place as may be designated by the Company,
the Debenture to be converted, duly endorsed or assigned in
blank (or to the Company if required by it), and accompanied
by written notice stating that the Record Holder elects to
convert the Debenture, stating the amount thereof to be
converted if less than the full amount, and stating the name
or names (with addresses) in which the certificate or
certificates for the Company Stock are to be issued and a
completed Internal Revenue Service Form W-9, or any
successor form or forms substitutable therefor, executed by
any transferee. The conversion shall be deemed to have been
effected on the date when such delivery is made, and such
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date is referred to herein as the "Conversion Date." From
and after the Conversion Date, no further interest shall
accrue with respect to the Debenture. As promptly as
practicable after the Conversion Date, the Company shall
issue and deliver to or upon the written order of the Record
Holder a certificate or certificates for the number of full
shares of Company Stock to which the Record Holder is
entitled, and a check or cash in respect of any residual
amount of Conversion Value. Any person in whose name the
certificate or certificates for shares of Company Stock are
to be issued shall be deemed to become a holder of record of
such shares on the applicable Conversion Date, unless the
transfer books of the Company are closed on that date, in
which event such person shall be deemed to have become a
holder of record of such shares on the next succeeding date
on which the transfer books are open, but the applicable
Conversion Factor and Conversion Value shall be those in
effect on the Conversion Date.
(c) No fractional shares of Company Stock, or
scrip in respect thereof, shall be issued upon conversion of
the Debenture. Instead, in any case in which a fractional
share of Company Stock would otherwise be issuable because
the amount of remaining Conversion Value is less than the
then-effective Conversion Price for a whole share of Company
Stock, the Company shall pay the exchanging Record Holder
the cash amount of such remaining Conversion Value.
(d) The Conversion Factor shall be subject to
adjustment from time to time as follows, provided, however,
that no adjustment to the Conversion Factor need be made
until cumulative adjustments would affect the Conversion
Factor by more than one percent (1%):
(i) If, at any time or from time to time
after the date of original issuance of the Debenture,
the number of shares of Company Stock outstanding is
increased by a stock dividend payable in shares of
Company Stock or by a subdivision or split-up of shares
of Company Stock, then the Conversion Factor in effect
on the record date fixed for the determination of
holders of shares of Company Stock entitled to receive
such stock dividend, or whose shares of Company Stock
are included as part of such subdivision or split-up,
shall be adjusted in accordance with the following
formula:
CF/ = CF x 0/
---
0
where:
CF/ = the adjusted Conversion Factor.
CF = the Conversion Factor in effect on
such record date.
O/ = the number of shares of Company Stock
outstanding immediately after such
event.
O = the number of shares of Company Stock
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outstanding immediately prior to
such event.
(ii) If, at any time or from time to time
after the date of original issuance of the Debenture,
the number of shares of Company Stock outstanding is
decreased by a combination (whether by reverse stock
split or otherwise) of the outstanding shares of
Company Stock, then the Conversion Factor in effect on
the record date fixed for such combination shall be
adjusted in accordance with the formula set forth in
clause (i) above.
(iii) In case, at any time or from time
to time after the date of original issuance of the
Debenture, of (A) any capital reorganization,
reclassification or recapitalization of the capital
stock of the Company (other than a change in par value,
or from par value to no par value), (B) a
consolidation, combination or merger of the Company
with or into another person (other than a business
combination or merger in which the Company is the
continuing entity and which does not result in any
change in the Company Stock) or (C) a sale or other
disposition of all or substantially all the assets of
the Company as an entirety or substantially as an
entirety to any other person, then the Debenture shall
immediately upon the consummation of such
reorganization, reclassification, recapitalization,
consolidation, combination, merger, or sale or other
disposition be convertible into the kind and number of
shares of stock or other securities or property of the
Company, or of the entity resulting from such business
combination or surviving such merger or to which such
assets shall have been sold or otherwise disposed, to
which a holder of the number of shares of Company Stock
deliverable upon conversion of the Debenture
(immediately prior to the consummation of such event)
would have been entitled upon such consummation. If
the Company engages in a transaction set forth in
clauses (A) to (C) above and the Record Holder of the
Debenture does not convert its Debenture as provided
above, then the continuing or surviving entity shall be
obligated within thirty days of the consummation of
such transaction to redeem the Debenture, and the
Record Holder of the Debenture shall surrender the
Debenture for redemption, all in accordance with the
redemption provisions otherwise applicable to the
Debenture as set forth in Section 2 hereof. The
adjustments described in this clause (iii) shall be
subject to further adjustments as appropriate that
shall be as nearly equivalent as may be practicable to
the relevant adjustments provided for in the preceding
clauses and in this clause. If, in the case of any
such reorganization, reclassification,
recapitalization, consolidation, merger, combination,
sale or other disposition, the stock or other
securities and property receivable thereupon by a
holder of shares of Company Stock includes shares of
stock, securities or other property or assets
(including cash) of an entity other than the successor
or acquiring entity, as the case may be, in such
-5-
reorganization, reclassification, recapitalization,
consolidation, merger, combination, sale or other
disposition, then the Company shall enter into an
agreement with such other entity for the benefit of the
holder of the Debenture that shall contain such
provisions to protect the interests of such Record
Holder as the Board of Directors of the Company shall
reasonably consider necessary by reason of the
foregoing.
(iv) No adjustment in the Conversion Factor
shall have any effect upon the Conversion Value of the
Debenture, although each such adjustment shall affect
(in the manner described in this Section 3(d)) the
number of shares of Company Stock issuable in respect
of any particular amount of Conversion Value and thus
shall affect the effective Conversion Price as to a
whole share of Company Stock.
(v) All calculations under this Section 3(d)
shall be made to the nearest one-tenth (1/10) of a cent
or to the nearest one-tenth (1/10) of a share, as the
case may be.
(vi) Any adjustment made pursuant to clauses
(i), (ii) or (iii) above shall become effective on the
date immediately after the record date referenced
therein.
(e) Whenever the Conversion Factor shall be
adjusted as provided in Section 3(d), the Company shall
forthwith mail (first class and postage prepaid) to the
Record Holder of the Debenture at its address appearing on
the Company's records for the Debenture, a copy of a
statement, certified by its chief financial officer, showing
the facts requiring such adjustment and the Conversion
Factor and effective Conversion Price per whole share of
Company Stock that shall be in effect after such adjustment.
Where appropriate, such copy may be given in advance and may
be included as part of a notice required under Section 3(f).
(f) If the Company shall propose to take any
action of the types described in clause (iii) of Section
3(d) or liquidate, dissolve or wind-up, the Company shall
give notice to the Record Holder of the Debenture, in the
manner set forth in Section 3(e), which notice shall specify
the record date, if any, with respect to any such action and
the date on which such action is to take place. Such notice
shall also set forth such facts with respect thereto as
shall be reasonably necessary to indicate the effect of such
action (to the extent such effect may be known at the date
of such notice) on the Conversion Factor and effective
Conversion Price per whole share of Company Stock and on the
number, kind or class of stock or other securities or
property that shall be deliverable or purchasable upon the
occurrence of such action or thereafter deliverable upon
conversion of the Debenture. In the case of any action that
would require the fixing of a record date, such notice shall
be given at least fifteen (15) days prior to the date so
fixed, and in the case of all other action, such notice
shall be given at least twenty (20) days prior to the taking
of such proposed action. Failure to give such notice, or
-6-
any defect therein, shall not affect the legality or
validity of any such action.
(g) All shares of Company Stock which may be
delivered upon conversion of the Debenture shall upon
delivery be duly and validly issued, fully paid and non-
assessable, free of all claims, liens, charges, and
encumbrances.
4. Subordination
-------------
(a) The Company agrees, and the holder of this
Debenture by accepting such Debenture agrees, that the
indebtedness evidenced by the Debenture and the payment of
the principal amount and any interest on this Debenture is
subordinated in right of payment, to the extent and in the
manner provided hereinbelow, to the prior payment in full of
all Senior Indebtedness and that the subordination is for
the benefit of the holders of Senior Indebtedness. "Senior
Indebtedness" means any indebtedness of any kind of the
Company including claims of depositors in the Company's
banking subsidiaries, or any guarantee by the Company of
such indebtedness outstanding at any time, except for this
Debenture and any other debenture issued by the Company that
by its terms is expressly subordinated to all other
indebtedness of the Company or any deferrals, renewals or
extensions of the foregoing.
(b) Upon any distribution of Company assets to
creditors of the Company in a liquidation or dissolution of
the Company or in a bankruptcy, reorganization, insolvency,
receivership or similar proceeding relating to the Company
or its property:
Holders of Senior Indebtedness shall be
entitled to receive payment in full of the
principal and interest (including interest
accruing after the commencement of any such
proceeding) to the date of payment on the
Senior Indebtedness before the holder hereof
shall be entitled to receive any payment of
principal of or interest on this Debenture; and
Until the Senior Indebtedness is paid in
full, any distribution to which the holder
hereof would be entitled but for this provision
shall be made to holders of Senior Indebtedness
as their interests may appear, except that the
holder hereof may receive securities that are
subordinated to Senior Indebtedness at least to
the same extent as this Debenture.
(c) The Company may not pay interest in cash on
this Debenture if, at the time of such payment or
immediately after giving effect thereto, there exists with
respect to any Senior Indebtedness any event of default
permitting the holders thereof to accelerate the maturity
thereof or any event which, with notice or lapse of time or
both, would become such an event of default.
(d) The Company may not pay the principal of this
Debenture if, at the time of such payment or immediately
-7-
after giving effect thereto, there exists with respect to
any Senior Indebtedness any event of default permitting the
holders thereof to accelerate the maturity thereof, or any
event which, with notice or lapse of time or both, would
become such an event of default.
(e) If payment of this Debenture is accelerated
because of an Event of Default (hereinafter defined), the
Company shall promptly notify holders of Senior Indebtedness
of the acceleration. Holders of Senior Indebtedness shall
be entitled to receive payment in full of all amounts due or
to become due in respect of Senior Indebtedness before the
holder of this Debenture shall be entitled to receive any
payment (including any payment which may be payable by
reason of the payment of any other indebtedness of the
Company being subordinated to the payment of the Debentures)
by the Company on account of the principal or interest on
the Debentures or on account of the purchase or other
acquisition of the Debentures. The Company may pay this
Debenture when one hundred twenty days pass after the
acceleration occurs if such payment is otherwise permitted
at that time.
(f) If a distribution is made to the holder of
this Debenture that, because of the subordination provisions
hereof, should not have been made, the holder hereof shall
hold it in trust for the holders of Senior Indebtedness and
pay it over to them as their interests may appear.
(g) Subject to the payment in full of all Senior
Indebtedness, the holder hereof shall be subrogated to the
extent of the payments or distributions made to the holders
of Senior Indebtedness pursuant to these subordination
provisions to the rights of holders of Senior Indebtedness
until the principal amount of and interest on this Debenture
shall be paid in full. For purposes of such subrogation, no
distributions to holders of Senior Indebtedness to which the
holder hereof would be entitled except for these
subordination provisions, and no payments to the holders of
Senior Indebtedness by the holder hereof, shall, as between
the Company, its creditors other than holders of Senior
Indebtedness and the holder hereof, be deemed to be a
payment or distribution by the Company to or on account of
the Senior Indebtedness.
(h) These subordination provisions define the
relative rights of the holder hereof and holders of Senior
Indebtedness. Nothing in this Debenture shall:
Impair, as between the Company and the
holder hereof, the obligation of the Company,
which is absolute and unconditional, to pay
principal and interest on this Debenture in
accordance with its terms.
Prevent the holder hereof from exercising
his available remedies upon an Event of
Default, subject to the rights of holders of
Senior Indebtedness to receive distributions
otherwise payable to the holder hereof.
No right of any holder of Senior Indebtedness to
-8-
enforce the subordination of the indebtedness evidenced by
this Debenture shall be impaired by any act or failure to
act by the Company.
5. Event of Default
----------------
An "Event of Default" occurs if:
(1) The Company, pursuant to or within the meaning
of any Bankruptcy Law:
(a) Commences a voluntary case, or
(b) Consents to the entry of an order for relief
against it in an involuntary case, or
(c) Files a petition or answer or consent seeking
reorganization or relief under any Bankruptcy
Law, or
(d) Consents to the appointment of a custodian of
it or for all or any substantial part of its
property, or
(e) Makes an assignment for the benefit of its
creditors, or
(f) Admits in writing its inability to pay its
debts generally as they become due, or
(g) Takes any corporate action in furtherance of
any of the above actions.
(2) A court of competent jurisdiction enters an order
or decree under any Bankruptcy Law that:
(a) Is for relief against the Company in an
involuntary case, or
(b) Appoints a custodian of the Company for all or
any substantial part of its property, or
(c) Orders the liquidation of the Company, and the
order or decree remains unstayed and in effect
for sixty days.
(3) A default in payment of any interest on the
Debenture when such interest becomes due and
payable and such default continues for a period of
thirty (30) days.
(4) A default in the performance of any covenant by the
Company in this Debenture and such default
continues for a period of sixty (60) days after there
has been given written notice to the Company by a
holder thereof.
The term "Bankruptcy Law" means Title 11, U.S. Code or
any similar federal or state law for the relief of debtors. The
term "Custodian" means any receiver, trustee, assignee,
liquidator or similar official under any Bankruptcy Law.
-9-
If an Event of Default occurs and is continuing, the
Record Holder by notice to the Company may declare the principal
amount and any accrued interest on this Debenture to be due and
payable. Upon such declaration such principal amount and accrued
interest shall be due and payable immediately.
If an Event of Default occurs and is continuing, the
Record Holder may pursue any available remedy to collect the
payment of principal and accrued interest on this Debenture. A
delay or omission by the holder hereof in exercising any right or
remedy accruing upon an Event of Default shall not impair the
right or remedy or constitute a waiver of or acquiescence in the
Event of Default. All remedies are cumulative to the extent
permitted by law.
The holder of this Debenture may in his discretion
waive any Event of Default hereunder and its consequences or
rescind any declaration of acceleration of maturity of the
principal of and the interest on this Debenture. If any such
waiver or rescission occurs, or if any proceeding taken by the
holder hereof on account of any such Event of Default shall have
been discontinued or abandoned or determined adversely to the
holder of this Debenture, then, and in every such case, the
Company and the holder hereof shall be restored to their former
positions and their rights hereunder, respectively, but no waiver
or rescission shall extend to any subsequent or other Event of
Default or impair any right or remedy consequent thereon.
6. Certain General Matters
-----------------------
(a) Any action not permitted by this Debenture to be
taken by the Company may nonetheless be taken by it (if otherwise
permitted by applicable law, the articles of incorporation, and
the bylaws of the Company) if the Company obtains the written
consent of the Record Holder.
(b) In any case where any interest payment date,
redemption date or the last date on which the Record Holder of
the Debenture has the right to convert such holder's Debenture
into Company Stock shall not be a Business Day (as defined
below), then notwithstanding any other provision hereof, payment
of interest due or a redemption price or conversion of the
Debenture need not be made on such date but may be made on the
next succeeding Business Day with the same force and effect as if
made on the interest payment date or redemption date or the last
day for conversion; provided, that for purposes of computing such
payment, no interest shall accrue for the period from and after
such interest payment date, redemption date or the last day for
conversion, as the case may be. As used in this instrument,
"Business Day" means any day except a Saturday or Sunday or other
day on which banking institutions in the State of Georgia are
authorized or obligated by law or executive order to close.
(c) This Debenture shall be governed by and construed
in accordance with the laws of the State of Georgia.
(d) The holder hereof must surrender this Debenture to
the Company to obtain payment of the principal amount, plus any
premium. The Company will pay principal, and any premium in
money of the United States that at the time of payment is legal
tender for payment of public and private debts; however, the
Company may pay principal and any premium by check payable in
-10-
such money. The payment of principal at maturity, or upon
redemption or conversion as provided in this Debenture, shall be
made to the Record Holder on the payment date.
(e) The registered holder of this Debenture may be
treated as its owner for all purposes. This Debenture is issued
in registered form without coupons. The transfer of this
Debenture may be registered and this Debenture may be converted
only upon presentation of this Debenture to the Company. When
this Debenture is presented to the Company with a request to
register, transfer or to convert it for an equal principal amount
of Debentures of other denominations, the Company shall register
the transfer or make the conversion if, in the Company's
discretion and upon the advice of counsel, such transfer or
conversion is permitted under applicable securities laws and
regulations.
(f) If the holder of this Debenture claims that this
Debenture has been lost, destroyed or wrongfully taken, the
Company shall issue a replacement Debenture. If required by the
Company, the holder must obtain an indemnity bond that is
sufficient in the Company's judgment to protect the Company from
any loss which it may suffer if a Debenture is replaced.
(g) A director, officer, employee or shareholder, as
such, of the Company shall not have any liability for any
obligations of the Company under this Debenture or for any claim
based on, in respect of or by reason of such obligation or its
creation. The holder hereof accepting this Debenture waives and
releases all such liability. The waiver and release are part of
the consideration for issuance of this Debenture.
IN WITNESS WHEREOF, the Company has caused this
Debenture to be executed in its name with the manual signature of
its President, its seal to be affixed hereto and attested by the
manual signature of its Secretary as of the day and year first
above set forth.
UNITED COMMUNITY BANKS, INC.
By:____________________________
President
(CORPORATE SEAL)
Attest:____________________
Secretary
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