EXHIBIT 4.1
WAIVER
THIS WAIVER (this "WAIVER") dated as of December 15, 2004, is executed by
CorrPro Investments, LLC, a Delaware limited liability company ("HOLDER") and
Corrpro Companies, Inc., an Ohio corporation (the "COMPANY"). Capitalized terms
used but not defined herein shall have the meanings set forth in the Articles.
RECITALS
WHEREAS, Holder is the holder of 13,000 shares of the Series B Cumulative
Redeemable Voting Preferred Stock of the Company, no par value (the "SERIES B
PREFERRED STOCK"), constituting all of the issued and outstanding shares of the
Series B Preferred Stock; and
WHEREAS, pursuant to the Article FOURTH subparagraph (d)(3)(i) of the Amended
and Restated Articles of Incorporation of the Company (the "ARTICLES"), Holder
is entitled to receive dividends on each share of the Series B Preferred Stock
at the Dividend Rate multiplied by the Liquidation Preference for one share of'
Series B Preferred Stock; and
WHEREAS, pursuant to Article FOURTH subparagraph (d)(3)(v) of the Articles, the
Company has delivered to Holder a certificate (the "EBITDA CERTIFICATE")
certifying the calculation of the Company's EBITDA as $11.9 million for the
EBITDA Test Period for September 30, 2004; and
WHEREAS, the EBITDA Certificate indicates an EBITDA Test Failure has occurred
for the September 30, 2004 Dividend Payment Date; and
WHEREAS, Holder desires to waive the increase in the Dividend Rate with respect
to the Dividend Period ending on December 30, 2004 as a result of the EBITDA
Test Failure for the September 30, 2004 Dividend Payment Date.
NOW, THEREFORE, in consideration of the premises, the terms and conditions
contained herein and other good and valid consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:
AGREEMENT
1. Waiver. Based on the EBITDA Certificate, Holder hereby waives, for all
purposes under the Articles, any increase in the Dividend Rate with respect to
the Dividend Period ending on December 30, 2004 as a result of the EBITDA Test
Failure for the September 30, 2004 Dividend Payment Date.
2. Execution. This Waiver may be executed in one or more counterparts, each
of which will be deemed to be an original copy of this Waiver, and all of which,
when taken together, shall be deemed to constitute one and the same agreement.
The exchange of copies of this Waiver and of signature pages by facsimile
transmission shall constitute
effective execution and delivery of this Waiver as to the parties and may be
used in lieu of the original Waiver for all purposes. Signatures of the parties
transmitted by facsimile shall be deemed to be their original signatures for any
purpose whatsoever.
3. Governing Law. This Waiver shall be governed by, construed, interpreted
and applied in accordance with the laws of the State of Ohio, without giving
effect to any conflict of laws rules that would refer the matter to the laws of
another jurisdiction.
4. Effect of Waiver. No waiver or failure to insist upon strict compliance
with of any of the provisions of the Articles (including the waiver effected
hereby) shall be deemed to or shall constitute a waiver of any other provision
thereof (whether or not similar and whether or not based on upon similar events
or circumstances occurring in the future).
5. Binding Effect. The provisions hereof shall inure to the benefit of, and
be binding upon, the permitted assigns, successors, heirs, executors and
administrators of the parties hereto. This Waiver may not be assigned without
the written consent of all other parties.
* * * * *
This Waiver has been executed as of the date first written above.
CORRPRO INVESTMENTS, LLC
By: Xxxxxxx Partners III, L.P., its authorized member
By: Xxxxxxx Management Company III, L.P., its general
partner
By: Xxxxxxx Management Limited III, LLC, its general
partner
By: /s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx
Principal
CORRPRO COMPANIES, INC.
By: /s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx
Senior Vice President and
Chief Financial Officer
