SUBORDINATED DEBENTURE This Debenture has not been registered under the Securities Act of 1933 (the “Act”) and may not be transferred in the absence of such registration or an exemption therefrom under such Act, except under circumstances where neither such registration nor such an exemption is required by law. This Debenture may not be transferred except under conditions specified in this Debenture and no transfer of this Debenture shall be valid or effective unless and until such conditions shall have been met. CCX, INC. 11% Subordinated Debenture due 2013 R-___ $ New York, N.Y. ,1988
CCX, INC., a corporation duly organized and existing under the laws of the State of Delaware (hereinafter called the “Company”), for value received, hereby promises to pay to or registered assigns, on , 2013 (“Stated Maturity”), the principal sum of , Dollars (or so much thereof as shall not have been prepaid) in such coin or currency of the United States of America as at the time of payment shall be legal tender for public and private debts, at the principal office of the Company in Bridgewater, New Jersey (or at such other place as the Company and the Holder of this Debenture may agree upon in writing), and to pay interest (computed on the basis of a 360-day year of twelve 30-day months) at said office (or such other place as aforesaid), in like coin or currency, on the unpaid portion of said principal sum from the date hereof, quarterly on and in each year, commencing on the first such day after the date hereof, at the rate of eleven per centum (11%) per annum until such unpaid portion of such principal amount shall have become due and payable and, so far as may be lawful, on any overdue installment of interest at the rate of fourteen per centum (14%) per annum. Capitalized terms used herein shall have the meanings set forth in Section 9 of this Debenture. 1. The Debentures. This Debenture is one of an authorized issue of registered Debentures (hereinafter called the “Debentures”), each in the denomination of $1,000 or a multiple thereof, made by the Company and limited to an aggregate principal amount of$ 10,000,000, maturing on 2013, and bearing interest payable at the same rate and on the same quarterly dates as the interest on the principal amount of this Debenture, originally issued by the Company pursuant to a Securities Purchase Agreement, dated May 10, 1988 (“Purchase Agreement”), among the Company and the Purchasers named therein. 2. Surrender, Transfer and Exchange of Debentures. (a) The Company shall keep at its principal office a register in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of the Debentures and for the registration of transfer of the Debentures. (i) Upon due presentation at such office for registration of transfer of any Debenture or Debentures, the Company will execute, register and deliver in exchange therefor a Debenture or Debentures, each in the principal amount of $100,000 or any multiple thereof, at such office, for the same aggregate unpaid principal amount as the Debenture or Debentures so presented for registration of transfer, dated the date from which unpaid interest has then accrued thereon and registered in~ the name or names of the transferee or transferees. At any time at the request of the Holder of any Debenture and upon surrender of such Debenture for such purpose to the Company at such office, the Company will execute, register and deliver in exchange therefor a new Debenture or Debentures, each in the principal amount of $100,000 or any multiple thereof, for the same aggregate unpaid principal amount as the Debenture or Debentures so surrendered, dated the date from which unpaid interest has then accrued thereon and registered in such name or names as such Holder may request.
(ii) Upon due presentation at such office of any Debenture or Debentures called for partial redemption in accordance with Section 4 the Company will, upon the surrender of such Debenture or Debentures (x) deliver to the Holder thereof the applicable Redemption Price, together with accrued interest to the Redemption Date, and (y) execute, register and deliver a Debenture or Debentures of like tenor in the aggregate principal amount equal to the principal amount of such Debenture or Debentures not so redeemed by the Company, dated the Redemption Date and registered in such name or names as such Holder may request. (iii) Upon due presentation at such office of any Debenture or Debentures surrendered to be applied against the cash payment required to be made to the Company upon exercise of any Warrant held by such Holder, to the extent that the aggregate principal amount of the Debenture or Debentures so surrendered together with accrued unpaid interest thereon shall exceed the amount of cash payment required upon exercise of the Warrant, the Company will execute, register and deliver a Debenture or Debentures of like tenor in the aggregate principal amount equal to the difference between (x) the sum of(A) the aggregate principal amount of the Debenture or Debentures so surrendered and (B) unpaid interest accrued thereon to the date of the exercise of the Warrant, and (y) the cash payment required upon such exercise of the Warrant, dated the date of the exercise of such Warrant and registered in such name or names as such Holder may request. (iv) Each Debenture presented or surrendered for cancellation, registration or notice of transfer or exchange shall (if so required by the Company) be duly endorsed by, or accompanied by a written instrument or instrument of transfer in form satisfactory to the Company duly executed by, the Holder thereof or such Holder’s attorney duly authorized in writing. All transfers of Debentures shall be made in compliance with the applicable provisions of the Securities Act and state securities laws. All exchanges, transfers and registrations of transfer of Debentures shall be at the expense of the Company (other than stamp and transfer taxes, if any). (b) Upon receipt of evidence satisfactory to the Company of the loss, theft, destruction or mutilation of any Debenture and, in the case of any such loss, theft or destruction, upon receipt of indemnity reasonably satisfactory to the Company, or, in the case of any such mutilation, upon surrender and cancellation of such Debenture, the Company will make and deliver a new Debenture of like tenor and unpaid principal amount, in lieu of such lost, stolen, destroyed or mutilated Debenture, dated the date from which unpaid interest has accrued thereon. (c) Except as otherwise permitted by this Section 2(c), each Debenture originally issued pursu