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CUSIP 20452C AB 0
COMPLETE MANAGEMENT, INC.
% CONVERTIBLE SUBORDINATED DEBENTURE DUE DECEMBER 15, 2003
Complete Management, Inc., a New York corporation (herein called the "Company",
which term includes any successor corporation under the Indenture hereinafter
referred to), for value received, hereby promises to pay to
, or registered assigns,
the principal sum of Dollars
on December 15, 2003, and to pay interest thereon from , 1996 or from the
most recent Interest Payment Date to which interest has been paid or duly
provided for, semi-annually on December15 and May 15 in each year, commencing
May 15, 1996 at the rate of % per annum, until the principal hereof is paid or
made available for payment. The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in the Indenture,
be paid to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest, which shall be the December 1 or May 1 (whether or not a
Business Day), as the case may be, next preceding each Interest Payment Date.
Any such interest not so punctually paid or duly provided for will forthwith
cease to be payable to the Holder on such Regular Record Date and may either be
paid to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest to be fixed by the Trustee, notice
whereof shall be given to Holders of Securities not less than 10 days prior to
such Special Record Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the
Securities may be listed, and upon such notice as may be required by such
exchange, all as more fully provided in said Indenture. Payment of the principal
of and interest on this Security will be made at the office or agency of the
Company maintained for that purpose in the Borough of Manhattan, City of New
York or at any other office or agency maintained by the Company for such
purpose, in such coin or currency of the United States of America which at the
time of payment is legal tender for payment of public and private debts;
provided, however, that, at the option of the Company, payment of interest may
be made by check mailed to the address of the Person entitled thereto as such
address shall appear in the Security Register.
Reference is hereby made to the further provisions of this Security set forth on
the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by the Trustee
referred to on the reverse hereof by manual signature, this Security shall not
be entitled to any benefit under the Indenture or be valid or obligatory for any
purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed
under its corporate seal.
Dated:
COMPLETE MANAGEMENT, INC.
Attest By:
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SECRETARY CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER
CERTIFICATE OF AUTHENTICATION
This is one of the Securities referred to in the within-mentioned Indenture.
THE CHASE MANHATTAN BANK
AS TRUSTEE
BY:
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AUTHORIZED OFFICER
COMPLETE MANAGEMENT, INC.
CORPORATE
SEAL
1992
NEW YORK
*
COMPLETE MANAGEMENT, INC.
% Convertible Subordinated Debentures Due December 15, 2003
This Security is one of a duly authorized issue of Securities of the Company
designated as its % Convertible Subordinated Debentures Due 2003 (herein called
the "Securities"), limited in aggregate principal amount to $28,750,000 issued
and to be issued under an Indenture, dated as of December , 1996, (herein called
the "Indenture"), between the Company and The Chase Manhattan Bank, as Trustee
(herein called the "Trustee," which term includes any successor trustee under
the Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Company, the Trustee, the
holders of Senior Indebtedness of the Company, and the Holders of the Securities
and the terms upon which the Securities are, and are to be, authenticated and
delivered.
Subject to and upon compliance with the provisions of the Indenture, the Holder
of this Security is entitled, at his irrevocable option, at any time and from
time to time, on or before the close of business on December 15, 2003, or in
case this Security or a portion hereof is called for redemption, through
optional redemption by the Company, a sinking fund or otherwise, then in respect
of this Security or such portion hereof until and including, but (unless the
Company defaults in making the payment due upon redemption) not after, the close
of business on the fifth (5th) day preceding the Redemption Date, to convert
this Security (or any portion of the principal amount hereof which is $1,000 or
an integral multiple thereof), at the principal amount hereof, or of such
portion, into fully paid and non-assessable shares (calculated as to each
conversion to the nearest 1/100 of a share) of Common Stock of the Company at a
conversion price equal to $ for each share of Common Stock (or at the
current adjusted conversion price if an adjustment has been made as provided in
the Indenture) by surrender of this Security, duly endorsed or assigned to the
Company or in blank, to the Company at its office or agency in the Borough of
Manhattan, The City of New York or at any other office or agency maintained by
the Company for such purpose, accompanied by written notice to the Company that
the Holder hereof elects to convert this Security, or if less than the entire
principal amount hereof is to be converted, the portion hereof to be converted,
and, in case such surrender shall be made during the period from the close of
business on any Regular Record Date next preceding any Interest Payment Date to
the opening of business on such Interest Payment Date (unless this Security or
the portion thereof being converted matures prior to such Interest Payment Date
or has been called for redemption on a Redemption Date within such period), also
accompanied by payment in New York Clearing House or other funds acceptable to
the Company of an amount equal to the interest payable on such Interest Payment
Date on the principal amount of this Security then being converted. Subject to
the aforesaid requirements for payment and, in the case of a conversion after
the Regular Record Date next preceding any Interest Payment Date and on or
before such Interest Payment Date, to the right of the Holder of this Security
(or any Predecessor Security) of record at such Regular Record Date to receive
an installment of interest (with certain exceptions provided in the Indenture),
no payment or adjustment is to be made on conversion for interest accrued hereon
or for dividends on the Common Stock issued on conversion. No fractions of
shares or scrip representing fractions of shares will be issued on conversion,
but instead of any fractional interest the Company shall pay a cash adjustment
as provided in the Indenture. The conversion price is subject to adjustment as
provided in the Indenture. In addition, the Indenture provides that in case of
certain consolidations or mergers to which the Company is a party or the
transfer of substantially all of the assets of the Company, the Indenture shall
be amended, without the consent of any Holders of Securities, so that this
Security, if then outstanding, will be convertible thereafter, during the period
this Security shall be convertible as specified above, only into the kind and
amount of securities, cash and other property receivable upon the consolidation,
merger or transfer by a holder of the number of shares of Common Stock into
which this Security might have been converted immediately prior to such
consolidation, merger or transfer (assuming such holder of Common Stock failed
to exercise any rights of election and received per share the kind and amount
received per share by a plurality of non-electing shares).
The Securities are redeemable, at the Company's option, as a whole or from time
to time in part, upon not less than 45 nor more than 60 days' notice mailed to
each Holder of Securities to be redeemed at his address appearing in the
Security Register, on any date on or after , 1999 and prior to maturity,
at a Redemption Price equal to 100% of the principal amount together in the case
of any such redemption, with accrued but unpaid interest to the Redemption Date,
except that the Securities may not be redeemed prior to Maturity unless for a
period of 20 consecutive Trading Days ending on the date immediately preceding
the date on which notice of the Redemption Date is given, the Closing Price per
share of the Common Stock has equalled or exceeded $ , subject to
adjustment in the case of the same events which would result in an adjustment of
the conversion price as provided in Section 1204 of the Indenture with any
adjustments to the Closing Price to be effected in the same manner and to the
same extent as provided in Section 1204 with respect to adjustments to the
conversion price. Interest installments whose Stated Maturity is on or prior to
such Redemption Date will be payable to the Holders of such Securities (or one
or more Predecessor Securities) of record at the close of business on the
relevant Record Dates referred to on the face hereof, all as provided in the
Indenture.
If there is a Repurchase Event (as defined in the Indenture), the Company will
be required to offer to purchase all Securities outstanding on a date 30 days
after the Company gives notice of the Repurchase Event at a purchase price equal
to 100% of the principal amount thereof, together with accrued and unpaid
interest to the date of purchase.
In the event of redemption, conversion or repurchase of this Security in part
only, a new Security or Securities for the unredeemed, unconverted or
unrepurchased portion hereof will be issued in the name of the Holder hereof
upon the cancellation hereof.
The indebtedness evidenced by this Security is, to the extent provided in the
Indenture, subordinate and subject in right of payment to the prior payment in
full of all Senior Indebtedness of the Company, and this Security is issued
subject to the provisions of the Indenture with respect thereto. Each Holder of
this Security, by accepting the same, (a) agrees to and shall be bound by such
provisions, (b) authorizes and directs the Trustee on his behalf to take such
action as may be necessary or appropriate to effectuate the subordination so
provided and (c) appoints the Trustee his attorney-in-fact for any and all such
purposes.
If an Event of Default shall occur and be continuing, the principal of all the
Securities may be declared due and payable in the manner and with the effect
provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities under the Indenture at
any time by the Company and the Trustee with the consent of the Holders of a
majority in aggregate principal amount of the Securities at the time
Outstanding. The Indenture also contains provisions permitting the Holders of
specified percentages in aggregate principal amount of the Securities at the
time Outstanding, on behalf of the Holders of all the Securities, to waive
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Security shall be conclusive and binding
upon such Holder and upon all future Holders of this Security and of any
Security issued upon the registration of transfer hereof or in exchange herefor
or in lieu hereof, whether or not notation of such consent or waiver is made
upon this Security.
No reference herein to the Indenture and no provision of this Security or of the
Indenture shall alter or impair the obligation of the Company, which is absolute
and unconditional, to pay the principal of and interest on this Security at the
times, place and rate, and in the coin or currency, herein prescribed or to
convert this Security as provided in the Indenture.
As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Security is registrable in the Security Register,
upon surrender of this Security for registration of transfer at the office or
agency of the Company in the Borough of Manhattan, The City of New York or at
any other office or agency maintained by the Company for such purpose, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly executed by the
Holder hereof or his attorney duly authorized in writing, and thereupon one or
more new Securities, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.
The Securities are issuable only in registered form without coupons in
denominations of $1,000 and any integral multiple thereof. As provided in the
Indenture and subject to certain limitations therein set forth, Securities are
exchangeable for a like aggregate principal amount of Securities of a different
authorized denomination, as requested by the Holder surrendering the same.
No service charge shall be made for any such registration or transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of transfer, the
Company, the Trustee and any agent for the Company or the Trustee may treat the
Person in whose name this Security is registered as the owner hereof for all
purposes, whether or not this Security be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
All terms used in this Security which are defined in the Indenture shall have
the meanings assigned to them in the Indenture.
ASSIGNMENT FORM
If you the holder want to assign this Security, fill in the form below and
have your signature guaranteed:
I or we assign and transfer this Security to
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(Insert assignee's social security or tax I.D. number)
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(Print or type assignee's name, address and zip code)
and irrevocably appoint
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agent to transfer this Security on the books of Complete Management, Inc. The
agent may substitute another to act for him.
Date: Your Signature:
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(Sign exactly as your name
appears on the other side of
this Security).
Signature Guarantee:*
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* Needed only if the certificate is to be registered in a name other than that
of the record holder.
CONVERSION NOTICE
The undersigned owner of this Security hereby irrevocably exercises the option
to convert this Security, or the portion below designated, into shares of Common
Stock of Complete Management, Inc. in accordance with the terms of the Indenture
referred to in this Security, and directs that the shares issuable and
deliverable upon conversion, together with any check in payment for fractional
shares, be issued in the name of and delivered to the undersigned registered
Holder hereof, unless a different name has been indicated in the assignment
below. If shares are to be issued in the name of a person other than the
undersigned, the undersigned will pay all transfer taxes payable with respect
thereto. Any amount required to be paid by the undersigned on account of
interest accompanies this Security.
Dated:
Portion of Security to be converted ($1,000 or an integral multiple thereof): $
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Signature (for conversion only)
If shares of Common Stock are to be issued and registered otherwise than to the
registered Holder named above, please print or typewrite the name and address,
including zip code, and social security or other taxpayer identification number.
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