EXHIBIT 4.25
LIMITED WAIVER AND AMENDMENT TO REVOLVING CREDIT,
TERM LOAN AND SECURITY AGREEMENT
This Limited Waiver and Amendment to Revolving Credit, Term Loan and
Security Agreement (the "AMENDMENT") is made as of this 29th day of June, 2005,
by and among each of CORRPRO COMPANIES, INC., an Ohio corporation ("PARENT"),
CCFC, INC., a Nevada corporation, OCEAN CITY RESEARCH CORP., a New Jersey
corporation and CORRPRO INTERNATIONAL, INC., a Delaware corporation (together,
"US BORROWER"); COMMONWEALTH XXXXXX HOLDINGS LTD., a corporation amalgamated
under the laws of the Province of Alberta, Canada and a Foreign Wholly-Owned
Subsidiary of Parent, CORRPRO CANADA, INC., a corporation amalgamated under the
laws of the Province of Alberta, Canada and XXXXX INSPECTIONS LTD., a
corporation amalgamated under the laws of the Province of Alberta, Canada
(together, "CANADIAN BORROWER") (US Borrower and Canadian Borrower sometimes
hereinafter are referred to individually as a "BORROWER" and collectively as
"BORROWERS"); CAPITALSOURCE FINANCE LLC, a Delaware limited liability company
("CAPITALSOURCE"), as administrative, payment and collateral agent for Lenders
(in such capacities, the "AGENT"), and the LENDERS named herein and amends that
certain Revolving Credit, Term Loan and Security Agreement (the "LOAN
AGREEMENT"), dated as of March 30, 2004 among Borrower, Agent and the Lenders
from time to time a party thereto. Capitalized terms used but not otherwise
defined herein shall have the meaning given to them in the Loan Agreement.
WITNESSETH
WHEREAS, the parties hereto desire to amend the Loan Agreement to provide
for a waiver of and an amendment to the limitations on Capitalized Lease
Obligations (as defined in the Loan Agreement) .
NOW, THEREFORE, in consideration of the mutual agreements herein contained
and other good and valuable consideration, the adequacy of which is hereby
acknowledged, and subject to the terms and conditions hereof, the parties hereto
agree as follows:
SECTION 1. DEFINITIONS. Unless otherwise defined herein, all capitalized terms
shall have the meaning given to them in the Loan Agreement.
SECTION 2. LIMITED WAIVER. Subject to the terms and conditions set forth herein,
Agent and the Requisite Lenders hereby irrevocably waive any breach or violation
of the Loan Agreement (and any resulting Event of Default) which has occurred
solely as a result of the failure to comply on or before the date hereof with
Section 7.2(c) of the Loan Agreement as in effect prior to the date hereof.
Except as expressly set forth herein, this waiver is not intended to be and
shall not be construed as a waiver or amendment of any of the terms and
provisions of the Loan Agreement, which terms and provisions remain in full
force and effect. Furthermore, such waivers shall not constitute a future waiver
of compliance with any mandatory commitment reductions, any financial covenants
or any other provisions under the Loan Agreement or any other document executed
in connection therewith.
SECTION 3. AMENDMENT TO LOAN AGREEMENT.
3.1 The Loan Agreement is hereby amended by deleting the reference to
"$250,000" in Section 7.2(c) of the Loan Agreement and inserting the amount of
"$500,000" in its stead.
SECTION 4. CONDITIONS PRECEDENT TO EFFECTIVENESS OF AMENDMENT. The effectiveness
of this Amendment is expressly conditioned upon satisfaction of the following
conditions precedent:
4.1. Agent and Lenders shall have received copies of this Amendment duly
executed by the parties hereto.
4.2. Agent and Lenders shall have received a copy of a duly executed
amendment and waiver to the Indebtedness to American Capital Strategies, Ltd. as
described in Section 7.2(e) of the Loan Agreement providing for an amendment and
waiver on substantially the same terms and conditions as this Amendment and
otherwise in form and content acceptable to Agent.
4.3. Agent and Lenders shall have received such other documents,
certificates and assurances as such parties shall reasonably request.
SECTION 5. REAFFIRMATION OF EACH CREDIT PARTY. Each Credit Party hereby
represents and warrants to Agent and Lenders that (i) the warranties set forth
in the Loan Agreement are true and correct on and as of the date hereof, except
to the extent (a) that any such warranties relate to a specific date, or (b)
changes thereto are a result of transactions for which Agent has granted its
consent; (ii) each Credit Party is on the date hereof in compliance with all of
the terms and provisions set forth in the Loan Agreement as hereby amended; and
(iii) upon execution hereof no Default or Event of Default has occurred and is
continuing or has not previously been cured or waived.
SECTION 6. EXPENSES. Credit Parties shall pay all costs and expenses incurred by
Agent and Lenders or any of their affiliates, including, without limitation,
reasonable attorneys' fees and out-of-pocket costs in connection with this
Amendment and the agreements, documents and other items contemplated hereunder,
including, without limitation, in connection with the entering into,
negotiating, preparing, reviewing and executing of this Amendment. If Agent or
any Lender or any of their affiliates uses in-house counsel for any of the
purposes set forth above, each Credit Party expressly agree that such fees
include reasonably charges for work commensurate with the fees that would
otherwise be charged by outside legal counsel for the work performed.
SECTION 7. FULL FORCE AND EFFECT. Except as herein amended, the Loan Agreement
shall remain in full force and effect and is hereby ratified and reaffirmed as
so amended. This Amendment shall not constitute a novation or satisfaction and
accord of the Loan Agreement, but shall constitute an amendment thereof.
SECTION 8. JURISDICTION. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH THE CHOICE OF LAW PROVISIONS SET FORTH IN THE
LOAN AGREEMENT AND SHALL BE SUBJECT TO THE WAIVER OF JURY TRIAL AND NOTICE
PROVISIONS OF THE LOAN AGREEMENT.
SECTION 9. COUNTERPARTS. This Amendment may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same document.
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[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, each of the parties has duly executed this Credit
Agreement as of the date first written above.
CORRPRO COMPANIES, INC.
By: /s/ Xxxxxx X. Xxxxx
-------------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Senior Vice President and Chief Financial
Officer
0000 Xxxxxxxxxx Xxxxx
Xxxxxx, Xxxx 00000
Attention: Chief Financial Officer
Telephone: (000) 000-0000
FAX: (000) 000-0000
E-MAIL: xxxxxx@xxxxxxx.xxx
CCFC, INC.
By: /s/ Xxxxxx X. Xxxxx
-------------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Senior Vice President and Chief Financial
Officer
0000 Xxxxxxxxxx Xxxxx
Xxxxxx, Xxxx 00000
Attention: Chief Financial Officer
Telephone: (000) 000-0000
FAX: (000) 000-0000
E-MAIL: xxxxxx@xxxxxxx.xxx
OCEAN CITY RESEARCH CORP.
By: /s/ Xxxxxx X. Xxxxx
-------------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Senior Vice President and Chief Financial
Officer
0000 Xxxxxxxxxx Xxxxx
Xxxxxx, Xxxx 00000
Attention: Chief Financial Officer
Telephone: (000) 000-0000
FAX: (000) 000-0000
E-MAIL: xxxxxx@xxxxxxx.xxx
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CORRPRO INTERNATIONAL, INC.
By: /s/ Xxxxxx X. Xxxxx
-------------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Senior Vice President and Chief Financial
Officer
0000 Xxxxxxxxxx Xxxxx
Xxxxxx, Xxxx 00000
Attention: Chief Financial Officer
Telephone: (000) 000-0000
FAX: (000) 000-0000
E-MAIL: xxxxxx@xxxxxxx.xxx
COMMONWEALTH XXXXXX HOLDINGS
LTD.
By: /s/ Xxxxxx X. Xxxxx
-------------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Authorized Officer
c/o Corrpro Companies, Inc.
0000 Xxxxxxxxxx Xxxxx
Xxxxxx, Xxxx 00000
Attention: Chief Financial Officer
Telephone: (000) 000-0000
FAX: (000) 000-0000
E-MAIL: xxxxxx@xxxxxxx.xxx
CORRPRO CANADA, INC.
By: /s/ Xxxxxx X. Xxxxx
-------------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Authorized Officer
c/o Corrpro Companies, Inc.
0000 Xxxxxxxxxx Xxxxx
Xxxxxx, Xxxx 00000
Attention: Chief Financial Officer
Telephone: (000) 000-0000
FAX: (000) 000-0000
E-MAIL: xxxxxx@xxxxxxx.xxx
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XXXXX INSPECTIONS LTD
By: /s/ Xxxxxx X. Xxxxx
-------------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Authorized Officer
c/o Corrpro Companies, Inc.
0000 Xxxxxxxxxx Xxxxx
Xxxxxx, Xxxx 00000
Attention: Chief Financial Officer
Telephone: (000) 000-0000
FAX: (000) 000-0000
E-MAIL: xxxxxx@xxxxxxx.xxx
AGENT AND US LENDER: CAPITALSOURCE FINANCE LLC
By: /s/ Xxxxxx X. Xxxxxxx
-------------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Senior Vice President
CapitalSource Finance LLC
0000 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxxxx Xxxxx, Xxxxxxxx 00000
Attention: Corporate Finance Group, Portfolio
Manager
Telephone: (000) 000-0000
FAX: (000) 000-0000
E-MAIL: xxxxx@xxxxxxxxxxxxx.xxx
CANADIAN LENDER: CSE FINANCE, INC.
By: /s/ Xxxxxx X. Xxxxxxx
-------------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Senior Vice President
c/o CapitalSource Finance LLC
0000 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxxxx Xxxxx, Xxxxxxxx 00000
Attention: Corporate Finance Group, Portfolio
Manager
Telephone: (000) 000-0000
FAX: (000) 000-0000
E-MAIL: xxxxx@xxxxxxxxxxxxx.xxx
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