<PAGE>
Exhibit 10.11
REVOLVING NOTE
(US BORROWERS)
U.S. $______________________
March ___, 2004
FOR VALUE RECEIVED, the undersigned, CORRPRO COMPANIES, INC.,
an Ohio corporation ("PARENT"), CCFC, INC.,
a Nevada corporation ("CCFC"), OCEAN
CITY RESEARCH CORP., a New Jersey
corporation ("OCEAN CITY") and CORRPRO
INTERNATIONAL, INC., a Delaware corporation
("INTERNATIONAL", and together with
Parent, CCFC and Ocean City, each a "US
BORROWER", and collectively, "US
BORROWERS"), hereby jointly and severally
promise to pay to CAPITALSOURCE
FINANCE LLC, a Delaware limited liability
company ("LENDER"), the unpaid
principal amount of all Advances made by
Lender to US Borrowers under the US
Revolving Facility, in lawful money of the
United States of America in
immediately available funds, with interest
thereon, and all other Obligations
related thereto under and pursuant to the
Revolving Credit, Term Loan and
Security Agreement dated as of the date
hereof among US Borrowers, the other
Credit Parties named therein, CapitalSource
Finance LLC (in its capacity as a
Lender and as administrative, payment and
collateral agent for the Lenders), and
the other Lenders party thereto from time
to time (as it may be amended,
supplemented or otherwise modified from
time to time, the "LOAN AGREEMENT"), all
at the times and in the manner set forth in
the Loan Agreement. Capitalized
terms used but not defined herein shall
have the meanings given them in the Loan
Agreement.
1. INTEREST AND PAYMENTS.
(a) US
Borrowers promise to pay interest on the
outstanding principal amount of Advances
under the US Revolving Facility and
this Revolving Note from the date of any
Advance until such principal amount is
indefeasibly paid in full in cash. Interest
on outstanding Advances under the US
Revolving Facility and this Revolving Note
shall be due and payable monthly in
arrears on the first calendar day of each
calendar month, commencing with the
month of May 1, 2004, at an annual rate as
set forth in the Loan Agreement,
calculated on the basis of a 360-day year
and for the actual number of calendar
days elapsed in each interest calculation
period.
(b) Payments
of interest on outstanding Advances under
the US Revolving Facility and other
Obligations related to the US Revolving
Facility may be made, when due, by Advances
under the US Revolving Facility in
accordance with the provisions of the Loan
Agreement. Any payments of interest
and/or principal or other amounts under
this Revolving Note not paid
automatically through Advances under the US
Revolving Facility as provided in
the Loan Agreement shall be made only by
wire transfer on the date when due,
without offset, deduction or counterclaim,
in U.S. Dollars, in immediately
available funds as required in the Loan
Agreement. Notwithstanding and without
limiting or being limited by any other
provision of this Revolving Note or any
other Loan Document, any payments or
prepayments received under this Revolving
Note shall be credited and applied in such
manner and order as described in the
Loan Agreement.
<PAGE>
2. MATURITY.
Unless earlier due and payable in accordance with the Loan
Agreement or accelerated under the Loan
Documents, this Revolving Note and the
US Revolving Facility and all Advances
shall mature, and all amounts outstanding
hereunder and all other Obligations under
the Loan Documents relating to the US
Revolving Facility and Advances, shall
become due and payable in full on
