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EXHIBIT 4.2
WAIVER
THIS
WAIVER (this "WAIVER") dated as of February 11, 2005, 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.
R E C I T A L S
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,
the Company has estimated EBITDA as approximately $11.7 million
for the EBITDA Test Period for December 31,
2004; and
WHEREAS,
the Company's estimate of EBITDA indicates an EBITDA Test
Failure
has occurred for the December 31, 2004
Dividend Payment Date; and
WHEREAS,
Holder desires to waive the increase in the Dividend Rate with
respect to the Dividend Period ending on
March 30, 2005 as a result of the
EBITDA Test Failure for the December 31,
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 ackno
