EXHIBIT 4.16
AMENDMENT TO RIGHTS AGREEMENT
AMENDMENT TO RIGHTS AGREEMENT (this "AMENDMENT") dated as of December 15,
2003 by and between Corrpro Companies, Inc., an Ohio corporation (the
"COMPANY"), and ComputerShare Investor Services, LLC, as successor Rights Agent
to National City Bank (the "RIGHTS AGENT").
WHEREAS, the Company and the Rights Agent are parties to that certain
Rights Agreement, dated as of July 23, 1997, as amended (the "AGREEMENT");
WHEREAS, Section 27 (SUPPLEMENTS AND AMENDMENTS) of the Agreement
provides, in part, that the Agreement may be supplemented or amended without the
approval of any holders of Right Certificates (as defined in the Agreement);
WHEREAS, the Board of Directors of the Company has approved, and has
authorized the execution and delivery by the Company, of a Securities Purchase
Agreement dated as of December 15, 2003, by and between the Company, and Xxxxxxx
Partners III, L.P., a Delaware limited partnership ("PURCHASER"), pursuant to
which Purchaser will purchase $13,000,000 of the Company's redeemable preferred
stock and warrants to purchase up to that number of shares equal to 40% of the
fully diluted Common Shares (as defined in the Agreement); and
WHEREAS, the Board of Directors of the Company has determined in good
faith that the amendments to the Agreement set forth herein are desirable and,
pursuant to Section 27 (SUPPLEMENTS AND AMENDMENTS) of the Agreement, has duly
authorized such amendments to the Agreement;
NOW, THEREFORE, in consideration of the premises and the mutual agreements
herein set forth, the parties agree as follows:
Section 1. AMENDMENT TO SECTION 1(A) OF THE AGREEMENT. Section 1(a) of the
Agreement is hereby amended by adding the following sentence at the end of the
definition of "Acquiring Person":
Notwithstanding anything in this Agreement to the contrary, none of
Xxxxxxx Partners III, L.P., a Delaware limited partnership ("Xxxxxxx"),
its Affiliates or its Associates, either individually or as a group, shall
become an Acquiring Person by reason of the approval, execution or
delivery of the Securities Purchase Agreement, dated December 15, 2003, by
and between Xxxxxxx and the Company or the consummation of the
transactions contemplated thereby or any announcement of the same.
Section 2. EFFECTIVENESS. This Amendment shall be effective as of December
15, 2003, as if executed by both parties on such date. Except as expressly
amended by this Amendment, the Agreement shall remain in full force and effect,
and all references to the Agreement from and after such time shall be deemed to
be references to the Agreement as amended hereby.
Section 3. SEVERABILITY. If any term, provision, covenant or restriction
of this Amendment is held by a court of competent jurisdiction or other
authority to be invalid, void or unenforceable, the
1
remainder of the terms, provisions, covenants and restrictions of this Amendment
shall remain in full force and effect and shall in no way be affected, impaired
or invalidated.
Section 4. GOVERNING LAW. This Amendment shall be deemed to be a contract
made under the laws of the State of Ohio and for all purposes shall be governed
by and constructed in accordance with the laws of such State applicable to
contracts to be made and performed entirely within such State, without regard to
conflicts of laws principles.
Section 5. COUNTERPARTS. This Agreement may be executed in any number of
counterparts and each of such counterparts shall for all purposes be deemed to
be an original, and all such counterparts shall together constitute but one and
the same instrument.
Section 6. DESCRIPTIVE HEADINGS. Descriptive headings of the several
Sections of this Amendment are inserted for convenience only and shall not
control or affect the meaning or construction of any of the provisions of this
Amendment.
Section 7. EXHIBITS. Exhibits B and C to the Agreement are hereby deemed
to be amended in a manner consistent with this Amendment.
* * * * *
2
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to
Rights Agreement to be duly executed as of the day and year first above written.
Attest: Corrpro Companies, Inc.
By: /s/ Xxxxxx X. Xxxxx By: /s/ Xxxxxx X. Xxx
----------------------------------- -------------------------
Name: Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxx
Title: Sr. VP & CFO Title: Chairman, CEO & President
ComputerShare Investor Services, LLC
By: By: /s/ Xxxxxxx Xxxxxx
--------------------------- ----------------------------
Name: Name: Xxxxxxx Xxxxxx
--------------------- Title: Director, Relationship
Title: Management
--------------------
AMENDMENT NO. 2 TO RIGHTS AGREEMENT
AMENDMENT NO. 2 TO RIGHTS AGREEMENT (this "AMENDMENT") dated as of March
30, 2004 by and between Corrpro Companies Inc., an Ohio corporation (the
"COMPANY"), and ComputerShare Investor Services, LLC (the "RIGHTS AGENT").
WHEREAS, the Company and the Rights Agent have previously entered into
that certain Rights Agreement, dated as of July 23, 1997 (the "AGREEMENT"), as
amended by Amendment No. 1 dated December 15, 2003;
WHEREAS, Section 27 (SUPPLEMENTS AND AMENDMENTS) of the Agreement
provides, in part, that the Agreement may be supplemented or amended without the
approval of any holders of Right Certificates (as defined in the Agreement);
WHEREAS, the Company has entered into the Securities Purchase Agreement
dated as of December 15, 2003, by and between the Company and CorrPro
Investments, LLC, a Delaware limited liability company ("PURCHASER"), pursuant
to which Purchaser agreed to purchase $13,000,000 of the Company's redeemable
preferred stock and warrants to purchase up to that number of shares equal to
40% of the fully diluted Common Shares (as defined in the Agreement); and
WHEREAS, the Board of Directors of the Company has determined in good
faith that the amendments to the Agreement set forth herein are desirable and,
pursuant to Section 27 (SUPPLEMENTS AND AMENDMENTS) of the Agreement, has duly
authorized such amendments to the Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual agreements
herein set forth, the parties agree as follows:
Section 1. AMENDMENT TO SECTION 7(A) OF THE AGREEMENT. Clause (i) of
Section 7(a) of the Agreement is hereby amended and restated in its entirety as
follows:
(i) the Close of Business on March 30, 2004 (the "FINAL EXPIRATION DATE"),
Section 2. EFFECTIVENESS. This Amendment shall be effective as of March
30, 2004, as if executed by both parties on such date. Except as expressly
amended by this Amendment, the Agreement shall remain in full force and effect,
and all references to the Agreement from and after such time shall be deemed to
be references to the Agreement as amended hereby.
Section 3. SEVERABILITY. If any term, provision, covenant or restriction
of this Amendment is held by a court of competent jurisdiction or other
authority to be invalid, void or unenforceable, the remainder of the terms,
provisions, covenants and restrictions of this Amendment shall remain in full
force and effect and shall in no way be affected, impaired or invalidated.
Section 4. GOVERNING LAW. This Amendment shall be deemed to be a contract
made under the laws of the State of Ohio and for all purposes shall be governed
by and constructed in accordance with the laws of such State applicable to
contracts to be made and performed entirely within such State, without regard to
conflicts of laws principles.
1
Section 5. COUNTERPARTS. This Amendment may be executed in any number of
counterparts and each of such counterparts shall for all purposes be deemed to
be an original, and all such counterparts shall together constitute but one and
the same instrument.
Section 6. DESCRIPTIVE HEADINGS. Descriptive headings of the several
Sections of this Amendment are inserted for convenience only and shall not
control or affect the meaning or construction of any of the provisions of this
Amendment.
Section 7. EXHIBITS. Exhibits B and C to the Agreement are hereby deemed
to be amended in a manner consistent with this Amendment.
* * * * *
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to
Rights Agreement to be duly executed as of the day and year first above written.
Attest: CORRPRO COMPANIES, INC.
By: /s/ Xxxxxxxx X. Xxxxxxx By: /s/ Xxxxxx X. Xxx
---------------------------- ------------------------
Name: Xxxxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxx
Title: Paralegal Title: Chairman, CEO and President
COMPUTERSHARE INVESTOR SERVICES, LLC
By: /s/ Juli Bark By: /s/ Xxxxxxx Xxxxxx
---------------------------- ---------------------------
Name: Juli Bark Name: Xxxxxxx Xxxxxx
Title: Director, Marketing Title: Director, Relationship
Management
