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Exhibit 4.4
AMENDMENT NO 3. TO CREDIT AGREEMENT
THIS AMENDMENT NO. 3 TO CREDIT AGREEMENT (the "AMENDMENT") dated as of
April 1, 1998 by and among Corrpro Companies. Inc., an Ohio corporation (the
"BORROWER"), PNC Bank, National Association ("PNC"), Bank One, N.A. ("BANK
ONE"), National City Bank ("NCB") and LaSalle National Bank ("LASALLE" and
together with PNC, Bank One and NCB, the "BANKS"), and PNC Bank, National
Association, in its capacity as agent for the Banks (the "AGENT").
WITNESSETH:
WHEREAS, the Borrower, the Banks and the Agent are parties to that certain
Credit Agreement dated as of July 16, 1997 (the "CREDIT AGREEMENT"), as amended
by Amendment No. 1 to Credit Agreement dated as of September 18, 1997 and
Amendment No. 2 dated as of January 21, 1998; and
WHEREAS, the parties hereto desire to amend the Credit Agreement as
hereinafter provided.
NOW, THEREFORE the parties hereto, in consideration of their mutual
covenants and agreements hereinafter set forth and intending to be legally bound
hereby, covenant and agree as follows:
1. DEFINITIONS.
Defined terms used herein unless otherwise defined herein have the meanings
ascribed to them in the Credit Agreement as amended by this Agreement.
2. AMENDMENTS OF CREDIT AGREEMENT.
A. Section 8.2.6(2) of the Credit Agreement is hereby deleted in its
entirety and the following is inserted in lieu thereof:
"(2) the Borrower, or any Subsidiary may acquire, whether by purchase
or by merger, (A) all of the ownership interests of another Person or (B)
substantially all of assets of another Person or of a business or division
of another Person (each an "PERMITTED ACQUISITION"), PROVIDED that each of
the following requirements is met:
(i) the board of directors or other equivalent governing body of
such Person shall have approved such Permitted Acquisition to the extent
required by law and the charter documents of such entity and, if the
Borrower or any Subsidiary shall use any portion of the Loans to find such
Permitted Acquisition, the Borrower or such Subsidiary also shall have
delivered to the
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Banks written evidence of the approval of the board of directors (or
equivalent body) of such Person for such Permitted Acquisition;
(ii) the business acquired, or the business conducted by the Person
whose ownership interests are being acquired, as applicable, shall be
similar or complimentary to one or more line or lines of business conducted
by the Borrower or its Subsidiaries and shall comply with Section 8.2.10
[Continuation of or Change in Business];
(iii) no Potential Default or Event of Default shall exist
immediately prior to and after giving effect to such Permitted Acquisition;
(iv) the Borrower shall demonstrate that it shall be in compliance
on a pro forma basis with the covenants contained in Sections 8.2.15-8.2.17
and Sections 8.2.19-8.2.20 after giving effect to such Permitted
Acquisition (including in such computation Indebtedness or other
liabilities assumed or incurred in connection with such Permitted
Acquisition and income earned and expenses incurred by the Person,
business or assets to be acquired prior to the date of such Permitted
Acquisition) by delivering at least five (5) Business Days prior to such
Permitted Acquisition a certificate in the form of EXHIBIT 8.2.6
evidencing such compliance;
(v) the Consideration paid by the Borrower and its Subsidiaries
for all Permitted Acquisitions made during the current fiscal year of the
Borrower shall not exceed $10,000,000 and the aggregate of the
Consideration paid by the Borrower and its Subsidiaries for such Permitted
Acquisition and all other Permitted Acquisitions made between the Closing
Date and the date of such Permitted Acquisition shall not exceed
$25,000,000; and
(vi) the Borrower shall deliver or cause to be delivered to the Agent
at least five (5) Business Days before, such Permitted Acquisition copies
of any agreements entered into or proposed to be entered into by the
Borrower or such Subsidiary in connection with such Permitted Acquisition
and shall deliver to the Agent such other information about such Person
or its assets as any Bank may reasonably require;
(3) the Borrower or any Subsidiary may acquire an ownership interest
in less than all of another Person if the Consideration is less than
$1,000,000 in the aggregate in any fiscal year provided that the
Consideration paid under this Section 8.2.6(3) when added to the
Consideration for Permitted Acquisitions shall not exceed the amount
permitted under Section 8.2.6(2)(v)."
B. Schedule 1.1 (B)(1) of the Credit Agreement is hereby amended and
restated to read as set forth on the new Schedule 1.1 (B)(1) attached hereto.
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3. CONDITIONS OF EFFECTIVENESS OF THIS AGREEMENT.
The effectiveness of this Amendment No. 3 is expressly conditioned upon
satisfaction of each of the following conditions precedent:
(a) REPRESENTATIONS AND WARRANTIES: NO DEFAULTS. The representations and
warranties of the Loan Parties contained in Section 6 of the Credit Agreement
shall be true and accurate on the date hereof with the same effect as though
such representations and warranties had been made on and as of such date (except
representations and warranties which relate solely to an earlier date or time,
which representations and warranties shall be true and correct on and as of the
specific dates or times referred to therein); the Loan Parties shall have
performed and complied with all covenants and conditions hereof; and no Event
of Default or Potential Default under the Credit Agreement shall have occurred
and be continuing or shall exist.
(b) LEGAL DETAILS; COUNTERPARTS. All legal details and proceedings in
connection with the transactions contemplated by this Amendment shall be in form
and substance satisfactory to the Agent. The Agent shall have received
counterparts of this Amendment No. 3 duly executed by the Borrower and the
Banks, and the Agent shall have received all such other counterpart originals or
certified or other copies of such documents and proceedings in connection with
such transactions, in form and substance satisfactory to the Agent. This
Amendment No. 3 may be executed by the parties hereto in any number of separate
counterparts, each of which when taken together and duly executed and delivered
shall together constitute one and the same instrument.
(c) BORROWER CERTIFICATE. The Agent shall have received a certificate
signed by the Secretary or Assistant Secretary of the Borrower certifying as to
all action taken by the Borrower to authorize the execution, delivery and
performance of this Amendment No. 3.
4. FORCE AND EFFECT. No novation is intended by the Amendment No. 3
and except as expressly modified by this Amendment, the Credit Agreement and
the other Loan Documents are hereby ratified and confirmed and shall remain in
full force and effect on and after the date hereof.
5. GOVERNING LAW. This Amendment No. 3 shall be deemed to be a contract
under the laws of the Commonwealth of Pennsylvania and for all purposes shall be
governed by and construed and enforced in accordance with the internal laws of
the Commonwealth of Pennsylvania without regard to its conflict of laws
principles.
6. EFFECTIVE DATE. This Amendment No. 3 shall be dated as of and shall be
effective as of the date and year first above written, which date shall be the
date of the satisfaction of all conditions precedent to effectiveness set forth
in this Amendment No. 3.
[SIGNATURE PAGE FOLLOWS]
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[SIGNATURE PAGE 1 OF 1 TO AMENDMENT NO. 3 TO CREDIT AGREEMENT]
IN WITNESS WHEREOF, the parties hereto, by their officers thereunto duly
authorized, have executed this Amendment as of the day and year as above
written.
CORRPRO COMPANIES, INC.
By:
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Title:
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PNC BANK, NATIONAL ASSOCIATION,
individually and as Agent
By:
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Title:
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BANK ONE, N.A., individually and as
Documentation Agent
By:
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Title:
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NATIONAL CITY BANK
By:
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Title:
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LASALLE NATIONAL BANK
By:
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Title:
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SCHEDULE 1.1 (B)(1)
COMMITMENTS OF BANKS AND ADDRESSES FOR NOTICES
PART I - COMMITMENTS OF BANKS AND ADDRESSES FOR NOTICES TO BANKS
Amount of Commitments
--------------------------------
Revolving Credit Ratable
---------------- -------
Bank Loans Share
---- ----- -----
PNC Bank, National Association
One Cleveland Ctr.
0000 Xxxx 0xx Xx., Xxx. 0000
Xxxxxxxxx, XX 00000
Attention: Xxxxx X. Xxxxxxxx
Telephone (000) 000-0000
Telecopy: (000) 000-0000 $15,333,333.33 38.3333%
Bank One. N.A.
000 Xxxxxxxx Xxx.
Xxxxxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxx
Telephone (000) 000-0000
Telecopy: (000) 000-0000 $12,000,000.00 30.0000%
National City Bank
0000 Xxxx 0xx Xx.
Xxxxxxxxx, XX 00000
Attention: Xxxx Xxxxxxxxxx
Telephone (000) 000-0000
Telecopy: (000) 000-0000 $7,666,666,67 19.1667%
LaSalle Banks
Xxx Xxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxxxxxxx, XX 00000
Fax: 000-000-0000
Attention: Xxxxx X. Xxxxxx or
Xxxx X. Xxxxxxxx
Telephone (000) 000-0000
Telecopy: (000) 000-0000 $5,000,000.00 12.5000%
Total $40,000,000.00 100.0000%
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Page 1 of 2 to Schedule
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SCHEDULE 1.1(B)(1)
COMMITMENTS OF BANKS AND ADDRESSES FOR NOTICES
PART 2 - ADDRESSES FOR NOTICES TO BORROWER AND THE OTHER LOAN PARTIES:
BORROWER:
Name: Corrpro Companies, Inc.
Address: 0000 Xxxxxxxxxx Xxxxx
Xxxxxx, XX 00000
Attention: Xxxx X. Xxxxxxx
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
Page 2 of 2 to Schedule
