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Exhibit 4.9
[LOGO - PRUDENTIAL] PRUDENTIAL CAPITAL GROUP
Corporate Finance
Xxx Xxxxxxxxxx Xxxxx, Xxxxx 0000,
Xxxxxxx XX 00000-0000
Tel 000 000-0000 Fax 000 000-0000
October 18, 2000
Corrpro Companies, Inc.
0000 Xxxxxxxxxx Xxxxx
Xxxxxx, Xxxx 00000
Ladies and Gentlemen:
Reference is made to that certain Note Purchase Agreement dated as of
January 21, 1998 (as amended from time to time, the "NOTE AGREEMENT") between
Corrpro Companies, Inc., an Ohio corporation (the "COMPANY") and The Prudential
Insurance Company of America ("PRUDENTIAL"), pursuant to which the Company
issued and sold its 7.60% Senior Notes due January 15, 2008 in the original
aggregate principal amount of $30,000,000 (the "Notes"). Capitalized terms used
herein and not otherwise defined herein shall have the meanings assigned to such
terms in the Note Agreement.
Pursuant to the request of the Company and in accordance with the
provisions of paragraph 11C of the Note Agreement, the Company and the
undersigned holders of the Notes executing this letter agree as follows:
SECTION 1. AMENDMENTS TO NOTE AGREEMENT. From and after the date this
letter becomes effective, the Note Agreement is amended as follows:
1.1 Paragraph 4B of the Note Agreement is amended by (a) renumbering
the existing paragraph 4B as "4B(1)" and (b) adding a new paragraph 4B(2)
thereto which shall read as follows:
"4B(2). OPTIONAL PREPAYMENT WITHOUT YIELD MAINTENANCE AMOUNT.
(a) In addition to all other payments required hereunder, the Company
shall prepay the Aggregate Total Outstandings and the aggregate unpaid
principal amount of the Notes, on a pro rata basis, by an amount equal
to (a) 100% of the Net Cash Proceeds of any Subordinated Indebtedness
or similar obligation incurred at any time by the Company or any
Guarantor, and (b) 100% of the Net Cash Proceeds of any capital
contribution to the Company or any of its Subsidiaries (other than a
capital contribution by the Company or any Subsidiary) or issuance of
any capital stock of the Company (other than any issuance by the
Company in connection with any employee stock purchase plans or any
stock option plans).
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October 18, 2000
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(b) The Company shall give Prudential written notice of the receipt of
any Net Cash Proceeds described in subparagraph (a) above within
five Business Days of such receipt. Such notice shall contain and
constitute an offer to prepay, without Yield Maintenance Amount,
to each holder of the Notes the amounts described in paragraph (a)
above. Prudential may accept the offer to prepay pursuant to this
paragraph 4B(2) by causing a notice of such acceptance to be
delivered to the Company within ten (10) Business Days after
receipt of the notice described in the preceding sentence. A
failure by Prudential to so respond to an offer to prepay made
pursuant to this paragraph 4B(2) shall be deemed to constitute a
rejection of such offer by Prudential. Prepayments by the Company
pursuant to this paragraph 4B(2) shall be made within three (3)
Business Days of the date of Prudential's acceptance of the offer
to prepay hereunder."
1.2 Paragraphs 4D and 4E of the Agreement are amended to delete the
phrase "4A or 4B" and replace each such phrase with "4A, 4B(1) or 4B(2)".
1.3 Paragraph 6A(2) of the Note Agreement is amended in its entirety to
read as follows:
"6A(2). INTEREST COVERAGE RATIO. The Interest Coverage Ratio to be less
than (i) 1.50 to 1.00 at the end of the fiscal quarter ending September
30, 2000 or December 31, 2000, (ii) 1.90 to 1.00 at the end of the
fiscal quarter ending March 31, 2001, or (iii) 2.00 to 1.00 at the end
of any fiscal quarter ending after March 31, 2001."
1.4 Paragraph 6A(3) of the Note Agreement is amended in its entirety to
read as follows:
"6A(3). DEBT COVERAGE RATIO. The Debt Coverage Ratio to exceed (i) 5.70
to 1.00 at any time after June 30, 2000 and on or before December 31,
2000, (ii) 4.50 to 1.00 at any time after December 31, 2000 and on or
before March 31, 2001, and (iii) 3.25 to 1.00 at any time after March
31, 2001."
1.5 Paragraph 6A(4) of the Note Agreement is amended in its entirety
to read as follows:
"6A(4). FIXED CHARGE COVERAGE RATIO. The Fixed Charge Coverage Ratio,
determined as of the end of any fiscal quarter, to be less than (i)
1.25 to 1.00 for the quarter ending September 30, 2000 or December 31,
2000, (ii) 1.40 to 1.00 for the quarter ending March 31, 2001, or (iii)
1.50 to 1.00 for any fiscal quarter ending thereafter."
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October 18, 2000
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1.6 Paragraph 10B of the Note Agreement is amended to add the following
terms in appropriate alphabetical order therein:
"AGGREGATE TOTAL OUTSTANDINGS" shall have the meaning set forth in the
Credit Agreement.
"NET CASH PROCEEDS" shall mean, without duplication, in connection with
any issuance or sale of any equity securities or debt securities or instruments
or the incurrence of loans, the cash proceeds received from such issuance or
incurrence, net of investment banking fees, reasonable and documented attorneys'
fees, accountants' fees, underwriting discounts and commissions and other
reasonable and customary fees and expenses actually incurred therewith.
1.7 Section 1.13 of the June 2000 Modification is deleted effective for
each fiscal quarter ending on or after September 30, 2000
1.8 In addition to interest accruing on the Notes, the Company agrees
to pay to the holder(s) of such Notes a fee (the "LEVERAGE FEE") with respect to
each fiscal quarter, beginning with the fiscal quarter ending December 31, 2000,
during which the Debt Coverage Ratio equaled or exceeded 2.75 to 1.00 at any
time (a "LEVERAGE EVENT"). The Leverage Fee payable with respect to each Note
shall be a dollar amount equal to the product obtained by multiplying (a) the
Applicable Factor times (b) the "Weighted Dollar Average" of outstanding
principal balance of such Note during the applicable quarter in which the
Leverage Event occurred. The Leverage Fee shall be payable in arrears and due on
the next interest payment due date which falls on or after the last day of the
fiscal quarter in which the Leverage Event occurred. With respect to any fiscal
quarter, the Leverage Fee shall only be payable for the first Leverage Event to
occur in such fiscal quarter (but the Applicable Factor for such fiscal quarter
shall be determine as provided below based upon all Leverage Events which
occurred during such fiscal quarter). The acceptance of the Leverage Fee by any
holder of a Note shall not constitute a waiver of any Default or Event of
Default. The "Applicable Factor" for any fiscal quarter shall be equal to (a)
0.004125 if at any time during such fiscal quarter the Debt Coverage Ratio
equaled or exceeded 4.00 to 1.00, (b) 0.0035 if at any time during such fiscal
quarter the Debt Coverage Ratio equaled to or exceeded 3.50 to 1.00, but at no
time during such fiscal quarter equaled or exceed 4.00 to 1.00, (c) 0.0030 if at
any time during such fiscal quarter the Debt Coverage Ratio equaled to or
exceeded 3.00 to 1.00, but at no time during such fiscal quarter equaled or
exceeded 3.50 to 1.00 and (d) 0.0025 if at any time during such fiscal quarter
the Debt Coverage Ratio equaled to or exceeded 2.75 to 1.00, but at no time
during such fiscal quarter equaled or exceeded 3.00 to 1.00. As used herein, the
term "Weighted Dollar Average" shall mean, with respect to any Note, during any
fiscal quarter of the Company, a dollar amount determined by adding together the
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October 18, 2000
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daily outstanding principal balance of such Note during such fiscal quarter and
dividing the amount thus obtained by the total number of days during such fiscal
quarter.
SECTION 2. REPRESENTATIONS AND WARRANTIES. The Company represents and
warrants to each of the undersigned that (a) this letter has been duly
authorized, executed and delivered by the Company, (b) each representation and
warranty set forth in paragraph 8 of the Note Agreement is true and correct as
of the date of the execution and delivery of this letter by the Company with the
same effect as if made on such date (except to the extent such representations
and warranties expressly refer to an earlier date, in which case they were true
and correct as of such earlier date) and (c) no Default or Event of Default
exists and, after giving effect to the amendments to the Note Agreement in
Section 1 hereof, no Event of Default or Default will exist.
SECTION 3. CONDITIONS PRECEDENT. This letter shall become effective as
of the date hereof upon the return to Prudential of: (a) counterparts of this
letter agreement duly executed by the Company and Prudential; (b) an executed
copy of the letter in the form of Exhibit A attached hereto; (c) a fully
executed copy of Amendment No. 1 to the Credit Agreement; and (d) payment of an
amendment fee to Prudential in the amount of $30,000.00. The documents referred
to in the preceding sentence should be returned to: Prudential Capital Group,
Xxx Xxxxxxxxxx Xxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000, Attention: Xxxx X.
Xxxxxx.
SECTION 4. REFERENCE TO AND EFFECT ON NOTE AGREEMENT. Upon the
effectiveness of this letter, each reference to the Note Agreement in any other
document, instrument or agreement shall mean and be a reference to the Note
Agreement as modified by this letter. Except as specifically set forth in
Section 1 hereof, the Note Agreement shall remain in full force and effect and
is hereby ratified and confirmed in all respects.
SECTION 5. GOVERNING LAW. THIS LETTER SHALL BE CONSTRUED AND ENFORCED
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS, WITHOUT REGARD
TO PRINCIPLES OF CONFLICT OF LAWS OF SUCH STATE.
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SECTION 6. COUNTERPARTS: SECTION TITLES. This letter may be executed in
any number of counterparts, each of which when so executed and delivered shall
be deemed to be an original and all of which taken together shall constitute but
one and the same instrument. The section titles contained in this letter are and
shall be without substance, meaning or content of any kind whatsoever and are
not a part of the agreement between the parties hereto.
Very truly yours,
THE PRUDENTIAL INSURANCE COMPANY
OF AMERICA
By /s/ XXXXXXX XXXXXXXXX
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Vice President
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Agreed and Accepted:
CORRPRO COMPANIES, INC.
By: /s/ XXXX X. XXXXXXX
-----------------------------------
Title: Executive VP and CFO
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