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Exhibit 4.10
[LOGO - PRUDENTIAL] PRUDENTIAL CAPITAL GROUP
Corporate Finance
Xxx Xxxxxxxxxx Xxxxx, Xxxxx 0000,
Xxxxxxx XX 00000-0000
Tel 000 000-0000 Fax 000 000-0000
October 18, 2000
Corrpro Companies, Inc.
0000 Xxxxxxxxxx Xxxxx
Xxxxxx, Xxxx 00000
Re: Note Purchase Agreement dated as of January 21, 1998, as
amended (the "Note Agreement) by and among Corrpro Companies,
Inc. (the "Company") and The Prudential Insurance Company of
America ("Prudential")
Ladies and Gentlemen:
The Company hereby covenants and agrees with Prudential that if the
Company does not incur additional Subordinated Indebtedness in an amount of not
less than $10,000,000 on or before February 28, 2001 on terms and conditions
which are satisfactory to the Required Holders in their reasonable discretion,
then the interest rate on the Notes shall be automatically and immediately
increased by one-half of one percent (0.50%) per annum; PROVIDED, however, the
Required Holders agree that this interest rate adjustment shall be eliminated or
modified, as the case may be, at the request of the Company, if the Banks agree
to eliminate or modify the similar interest rate adjustment under the Credit
Agreement and (i) no Default or Event of Default was continuing at such time
under the Credit Agreement, (ii) the Company paid no compensation to the Banks
in connection with the elimination or modification of such interest rate
adjustment unless comparable compensation is paid to Prudential and (iii) no
Default or Event of Default shall be continuing under the Note Agreement.
The terms used but not defined herein shall have their respective
meaning ascribed thereto in the Note Agreement. Please indicate your acceptance
below.
Very truly yours,
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
By: /s/ XXXXXXX XXXXXXXXX
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Vice President
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Accepted and Agreed to as
of October 18, 2000
CORRPRO COMPANIES, INC.
By: /s/ XXXX X. XXXXXXX
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Title: Executive VP and CFO
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