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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
premi
