Waiver Agreement between CorrPro Investments, LLC and Corrpro Companies, Inc. Regarding Series B Preferred Stock Dividend Rate

Summary

CorrPro Investments, LLC and Corrpro Companies, Inc. have agreed that CorrPro Investments will waive its right to an increased dividend rate on its Series B Preferred Stock for the dividend period ending December 30, 2004. This waiver is due to Corrpro Companies not meeting a specific EBITDA financial test for the September 30, 2004 dividend payment date. The agreement is binding on both parties and their successors, and is governed by Ohio law.

EX-4.1 2 l11970aexv4w1.txt EXHIBIT 4.1 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: Wingate Partners III, L.P., its authorized member By: Wingate Management Company III, L.P., its general partner By: Wingate Management Limited III, LLC, its general partner By: /s/ James A. Johnson -------------------- James A. Johnson Principal CORRPRO COMPANIES, INC. By: /s/ Robert M. Mayer ------------------- Robert M. Mayer Senior Vice President and Chief Financial Officer