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Exhibit 4.6
June 9, 2000
Corrpro Companies, Inc.
1090 Enterprise Drive
Medina, Ohio 44256
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
Section 1 becomes effective in accordance with the terms of Section 3 hereof,
the Note Agreement is amended as follows:
1.1. Paragraph 5 of the Note Agreement is amended by adding new
paragraphs 5I and 5J thereto, such paragraphs to read as follows:
"5I. SUBSEQUENT GUARANTORS. The Company covenants that if at
any time any Person, which is not a Significant Subsidiary as of the
Effective Date, shall become a Significant Subsidiary (other than a
Foreign Subsidiary or a Subsidiary owned by a Foreign Subsidiary), the
Company will cause such Person to execute and deliver to the holders of
the Notes a Guaranty substantially in the form of the Guaranty
delivered pursuant to the June 2000 Modification and will cause such
Person to comply with the provisions of paragraph 5J hereof.
5J. DELIVERIES; FURTHER ASSURANCES. The Company covenants to,
and to cause each Significant Subsidiary (other than a Foreign
Subsidiary or a Subsidiary owned by a Foreign Subsidiary) to, until the
Security Interest Release Date, at its sole expense, promptly execute
and deliver, or cause to be executed and delivered, to the holders of
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Notes or the Collateral Agent, in due form for filing or recording (the
Company hereby agrees to pay the cost of filing or recording the same
(including without limitation any and all filing fees and recording
taxes)) in all public offices necessary or deemed necessary by the
Required Holder(s) or the Collateral Agent, such collateral
assignments, security agreements, pledge agreements, mortgages,
leasehold mortgages, warehouse receipts, bailee letters, consents,
waivers, financing statements and other instruments and documents, and
do such other acts and things, including, without limitation, all acts
and things as the Required Holder(s) or the Collateral Agent may from
time to time reasonably request, to establish and maintain to the
satisfaction of the Required Holder(s) and the Collateral Agent a valid
and perfected first priority security interest in favor of the
Collateral Agent in all of the present and/or future Collateral free of
all other Liens whatsoever (subject only to Permitted Liens), and to
deliver to the Collateral Agent or the holders of the Notes such
certificates, documents, instruments and opinions in connection
therewith as may be reasonably requested by the Collateral Agent or the
Required Holder(s), each in form and substance reasonably satisfactory
to the Collateral Agent and the Required Holder(s); provided that
neither the Company nor any Subsidiary shall be required to pledge more
than 65% of the stock of any Foreign Subsidiary. In the event that the
Company or any Subsidiary hereafter acquires any real property or
interest in real property on which a Lien is required to be granted to
the Collateral Agent pursuant to this paragraph, then the Company shall
also supply to the Collateral Agent and the holders of the Notes, at
the Company's sole cost and expense, a survey, environmental report,
hazard insurance policy and a mortgagee's policy of title insurance
from a title insurer reasonably acceptable to the Required Holder(s)
insuring the validity of such Lien on the real property or interest in
real property encumbered thereby, each in form and substance reasonably
satisfactory to the Collateral Agent and the Required Holder(s). The
Company hereby irrevocably makes, constitutes and appoints the
Collateral Agent (and all other persons designated by the Collateral
Agent for that purpose) as the Company's true and lawful agent and
attorney-in-fact to, if the Company fails to do so as required upon the
request of the Required Holder(s) or the Collateral Agent, sign the
Company's name on any such agreements, instruments and documents
referred to in the preceding sentences and to deliver such agreements,
instruments and documents to such Persons as the Required Holder(s) or
the Collateral Agent in their sole discretion may elect."
1.2. 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) 2.00 to 1.00 at the end of the fiscal quarter
ending March 31, 2000 or June 30, 2000, (ii) 1.95 to 1.00 at the end of
the fiscal quarter ending September 30, 2000, or (iii) 2.00 to 1.00 at
the end of any fiscal quarter ending after September 30, 2000."
1.3. Paragraph 6A(3) of the Note Agreement is amended in its entirety
to read as follows:
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"6A(3). DEBT COVERAGE RATIO. The Debt Coverage Ratio to exceed
(i) 4.00 to 1.00 at any time on or before March 31, 2000, (ii) 4.50 to
1.00 at any time after March 31, 2000 and on or before June 30, 2000,
(iii) 4.60 to 1.00 at any time after June 30, 2000 and on or before
September 30, 2000, (iv) 4.25 to 1.00 at any time after September 30,
2000 and on or before December 31, 2000, (v) 3.25 to 1.00 at any time
after December 31, 2000 and on or before March 31, 2002, or (vi) 3.00
to 1.00 at any time after March 31, 2002."
1.4. Paragraph 6A of the Note Agreement is amended by adding new
paragraph 6A(4) thereto, such paragraph 6A(4) 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) 1.40 to 1.00 for the quarter ending March 31, 2000 or June 30,
2000, (ii) 1.45 to 1.0 for the quarter ending September 30, 2000, or
(iii) 1.50 to 1.00 for any fiscal quarter ending thereafter."
1.5. Paragraph 6B(1) of the Note Agreement is amended (i) by amending
the definition of "Permitted Liens" contained therein to mean the Liens
specified in clause (i) - (vii) of paragraph 6B(i), (ii) by renumbering existing
clause "(vii)" thereof as clause "(viii)", and (iii) by adding new clause (vii)
thereof, such clause (vii) to read as follows:
"(vii) Until the Security Interest Release Date,
Liens in favor of the Collateral Agent, provided that the
Intercreditor Agreement shall be in full force and effect,
such Liens, and the Debt secured thereby, shall be subject to
the Intercreditor Agreement, and the holders of such Debt
shall be parties to the Intercreditor Agreement."
1.6. Paragraph 6 of the Note Agreement is amended by adding new
paragraphs 6C, 6D and 6E thereto, such paragraphs to read as follows:
"6C. ACQUISITIONS. The Company will not, nor will it permit
any Subsidiary to, make any Acquisition of any Person, except
Acquisitions so long as (A) the Company or a Subsidiary shall be the
surviving or continuing corporation thereof, so long as any new
Subsidiary formed in connection with such Acquisition within sixty (60)
days of such Acquisition, either (x) is merged into the Company, or (y)
executes a Guaranty limited to the consideration paid by the Company or
such Subsidiary in connection with such Acquisition, (B) immediately
before and after such merger or Acquisition, no Default or Event of
Default shall exist or shall have occurred and be continuing and the
representations and warranties contained in paragraph 8 shall be true
and correct on and as of the date thereof (both before and after such
Acquisition is consummated) as if made on the date such Acquisition is
consummated, (C) the aggregate amount paid or payable in cash for (x)
all such Acquisitions by the Company during any fiscal year and until
March 31, 2002 does not exceed $15,000,000, and (y) all such
Acquisitions by the Company after the Effective Date through March 31,
2002 does not exceed $30,000,000, (D) after giving effect to such
Acquisition, the Available Aggregate Commitment (as
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defined in the Credit Agreement as in effect on the Effective Date)
shall be not less than $6,250,000, and (E) prior to the consummation of
any such Acquisition which would result in the total consideration paid
or to be paid by the Company for Acquisitions since the Effective Date
through March 31, 2002 to exceed $3,000,000, the Company shall have
provided to the holders of the Notes a certificate of the chief
financial officer of the Company (attaching computations and pro forma
financial statements to demonstrate pro forma compliance with all
financial covenants hereunder both before and after such Acquisition
has been completed), stating that (x) such Acquisition complies with
this paragraph 6C, (y) the Debt Coverage Ratio, both before and after
such Acquisition has been completed, does not exceed 3.00 to 1.00, and
(z) that any other conditions under this Agreement relating to such
transaction have been satisfied. For purposes of calculating
consideration to be paid in connection with any Acquisition, the amount
of any earn-out which may be paid by the Company in connection with
such Acquisition shall be excluded. Notwithstanding the foregoing, the
Company and its Subsidiaries may make investments in joint ventures;
provided that, from and after the Effective Date and through March 31,
2002, such investments shall not exceed in an aggregate amount (i)
$1,000,000 with respect to any joint venture, and (2) $3,000,000 in the
aggregate.
6D. MOST FAVORED LENDER. Unless otherwise specified in writing
by the Required Holder(s), the Company will not, and will not permit
any Subsidiary to, agree to, with or for the benefit of the holder(s)
of any other Debt of the Company or any Subsidiary in an aggregate
outstanding principal amount in excess of $2,000,000 or with or for the
benefit of Persons with commitments to provide loans or other financial
accommodations to the Company or any Subsidiary in an aggregate amount
in excess of $2,000,000, any financial or restrictive covenants or
events of default which are more restrictive than, or in addition to,
the financial or negative covenants or Events of Default contained in
this Agreement, unless the Company has entered into, or has caused such
Subsidiary to enter into, an agreement with the holders of the Notes,
in form and substance reasonably satisfactory to the holders of the
Notes, whereby such financial or negative covenants or events of
default are added to this Agreement for the benefit of the Notes, and
any conditions precedent to the effectiveness of such agreement have
been satisfied; provided, however, that the foregoing provisions shall
not require the Company to cause the provisions of Section 6.19.3 of
the Credit Agreement, as in effect on the Effective Date, to be added
to this Agreement.
6E. FINANCIAL CONTRACTS. The Company will not, nor will it
permit any Subsidiary to, enter into or remain liable upon any
Financial Contract for purposes of financial speculation."
1.7. Paragraph 7A of the Note Agreement is amended by the following new
clauses (xiv) and (xv) thereto:
"(xiv) any Guaranty shall cease to be in full force
and effect with respect to any Guarantor, any Guarantor shall
fail (subject to any applicable grace period) to comply with
or to perform any applicable provision of a Guaranty, or any
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Guarantor (or any Person by, through or on behalf of such
Guarantor) shall deny in any manner the validity, binding
nature or enforceability of a Guaranty with respect to such
Guarantor; or
(xv) prior to the Security Interest Release Date any
Collateral Document shall cease to be in full force and effect
in any material respect with respect to the Company or any
Guarantor, the Company or any Guarantor shall fail (subject to
any applicable grace period) to comply with or to perform any
applicable provision of any Collateral Document to which such
entity is a party, or the Company or any Guarantor (or any
Person by, through or on behalf of the Company or such
Guarantor) shall deny in any manner the validity, binding
nature or enforceability of any Collateral Document; or"
1.8. The definition of "Consolidated Cash Flow from Operations" in
paragraph 10B of the Note Agreement is amended by adding the following to the
end thereof:
", adjusted to add back unusual charges not in excess of $2,000,000
recorded during the fiscal quarter ended March 31, 2000 relating to
legal fees or a reserve established therefor and the discontinuance of
certain product lines of the Company."
1.9. Clause (ii) of the definition of "Permitted Investments" in
paragraph 10B of the Note Agreement is amended by adding the following to the
end thereof:
"; provided that such purchase or acquisition is permitted under
paragraph 6C hereof;"
1.10. Clause (xi) of the definition of "Permitted Investments" in
paragraph 10B of the Note Agreement is amended by adding the following to the
end thereof:
"; and further provided that such acquisition is permitted under
paragraph 6C hereof."
1.11. Paragraph 10B of the Note Agreement is amended to delete the term
"Credit Agreement" presently appearing therein and to add the following defined
terms thereto in appropriate alphabetical order:
"ACQUISITION" shall mean any transaction, or any series of
related transactions, consummated on or after the Effective Date, by
which the Company or any of its Subsidiaries (i) acquires any going
business or all or substantially all of the assets of any firm,
corporation or limited liability company, or division thereof, whether
through purchase of assets, merger or otherwise or (ii) directly or
indirectly acquires (in one transaction or as the most recent
transaction in a series of related transactions) at least a majority
(in number of votes) of the securities of a corporation which have
ordinary voting power for the election of directors (other than
securities having such power only by reason of the happening of a
contingency) or a majority (by percentage or voting power) of the
outstanding ownership interests of a partnership or limited liability
company.
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"BANK AGENT" shall mean Bank One, Michigan, in its capacity as
agent for the Banks under the Credit Agreement, and its successors and
assigns in that capacity.
"BANKS" shall mean Bank One, Michigan, PNC Bank, Key Bank,
First Merit Bank, Comerica Bank and Fifth Third Bank, Northeastern
Ohio, and their respective successors and assigns.
"CAPITALIZED LEASE" of a Person shall mean any lease of
property by such Person as lessee which would be capitalized on a
balance sheet of such Person prepared in accordance with GAAP.
"COLLATERAL" shall mean all accounts, accounts receivable,
inventory, machinery, equipment, general intangibles, real estate,
fixtures and all other tangible or intangible property, real, personal
or mixed, of the Company and its Domestic Subsidiaries, whether now
owned or hereafter acquired and whether now or hereafter existing.
"COLLATERAL AGENT" shall mean Bank One, Michigan, in its
capacity as collateral agent under the Intercreditor Agreement, and its
successors and assigns in that capacity.
"COLLATERAL DOCUMENTS" shall mean the Security Agreement, the
Mortgages, and any other agreement, document or instrument in effect on
the Effective Date or executed by the Company or any Subsidiary after
the Effective Date under which the Company or such Subsidiary has
granted a lien upon or security interest in any property or assets to
the Collateral Agent to secure all or any part of the obligations of
the Company under this Agreement or the Notes or of any Guarantor under
any Guaranty, and all financing statements, certificates, documents and
instruments relating thereto or executed or provided in connection
therewith, each as amended, restated, supplemented or otherwise
modified from time to time.
"CREDIT AGREEMENT" shall mean the Amended and Restated Credit
Agreement, dated as of June 9, 2000, among the Company, CSI Coating
Systems, Inc., the Bank Agent and the Banks, as amended, restated,
supplemented or otherwise modified from time to time.
"DOMESTIC SUBSIDIARY" shall mean any Subsidiary of the Company
which is not a Foreign Subsidiary.
"EFFECTIVE DATE" shall have the meaning given such term in the
June 2000 Modification.
"FINANCIAL CONTRACT" shall mean (i) any exchange-traded or
over-the-counter futures, forward, swap or option contract or other
financial instrument with similar characteristics, or (ii) any Rate
Hedging Agreement.
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"FIXED CHARGE COVERAGE RATIO" shall mean, as of the last day
of any fiscal quarter, the ratio of (a) Consolidated Cash Flow from
Operations plus Rentals paid or payable, minus capital expenditures
made, to (b) Fixed Charges, in each case as calculated for the four
consecutive fiscal quarters then ending and in each case of the Company
and its Subsidiaries on a consolidated basis in accordance with GAAP.
"FIXED CHARGES" shall mean for any period the sum, without
duplication, of (a) interest expense during such period, plus (b) all
payments of principal and other sums required to be paid during such
period with respect to Debt (excluding principal payments on the
Notes), plus (c) Rentals paid or payable during such period, plus (d)
all dividends, distributions and other obligations paid with respect to
any class of capital stock or any dividend, payment or distribution
paid in connection with the redemption, purchase, retirement or other
acquisition, directly or indirectly, of any shares of capital stock
during such period, in each case of the Company and its Subsidiaries on
a consolidated basis in accordance with GAAP.
"FOREIGN SUBSIDIARY" shall mean each Subsidiary of the Company
which is organized under the laws of any jurisdiction other than, and
which is conducting the majority of its business outside of, the United
States or any state thereof.
"GUARANTOR" shall mean, on any day, each Subsidiary that has
executed a Guaranty or a counterpart of the Guaranty on or prior to
that day.
"GUARANTY" shall mean the guaranty executed by various
Subsidiaries delivered pursuant to Section 3(b)(ii) of the June 2000
Modification and any other guaranty of the Notes executed by any
Subsidiary.
"INTERCREDITOR AGREEMENT" shall mean the Intercreditor and
Collateral Agency Agreement, dated as of June 9, 2000 among the Bank
Agent, the Collateral Agent, the Banks and the holders of the Notes.
"JUNE 2000 MODIFICATION" shall mean that certain letter
agreement, dated June 9, 2000, between the Company and the holders of
the Notes amending this Agreement.
"MORTGAGE" shall mean the mortgages, deeds of trust, leasehold
mortgages or similar instrument from the Company and various
Subsidiaries delivered pursuant to Section 3(b)(iv) of the June 2000
modification.
"RATE HEDGING AGREEMENT" shall mean an agreement, device or
arrangement providing for payments which are related to fluctuations of
interest rates, exchange rates or forward rates, including, but not
limited to, dollar-denominated or cross-currency interest rate exchange
agreements, forward currency exchange agreements, interest rate cap or
collar protection agreements, forward rate currency or interest rate
options, puts and warrants.
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"RENTALS" shall mean the aggregate fixed amounts payable under
any lease of property (other than a Capitalized Lease) which has an
original term (including any required renewals and any renewals
effective at the option of the lessor) of one year or more.
"SECURITY AGREEMENT" means the Security Agreement among the
Company, various Subsidiaries and the Collateral Agent, delivered
pursuant to Section 3(b)(iii) of the June 2000 Modification.
"SECURITY INTEREST RELEASE DATE" shall mean the date upon
which all Liens in favor of the Collateral Agent have been fully
released and terminated to the reasonable satisfaction of the Required
Holder(s), provided that no Default or Event of Default shall then be
in existence.
"SIGNIFICANT SUBSIDIARY" means any Subsidiary identified as
such on Schedule 10B and any other Subsidiary or Subsidiaries of the
Company if considered in the aggregate as one Subsidiary, which would
constitute (i) 10% or more of the Company's consolidated total assets;
or (ii) 10% or more of the Company's consolidated revenues for the most
recent four fiscal quarters.
1.12. Section 1.3 of the March 29, 1999 letter agreement amending the
Note Agreement is deleted effective for each fiscal quarter ending on or after
June 30, 2000.
1.13. 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 June 30, 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)
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 determined 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)
.0025 if at any time during such fiscal quarter the Debt Coverage Ratio equaled
or exceeded 4.00 to 1.00, (b) .001875 if at any time during such fiscal quarter
the Debt Coverage Ratio equaled or exceeded 3.50, but at no time during such
fiscal quarter did the Debt Coverage Ratio equal or exceed 4.00 to 1.00, and (c)
.00125 if at no time during such fiscal quarter did the Debt Coverage Ratio
equal or exceed 3.50 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 daily outstanding principal
balance of such Note during such
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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. EFFECTIVENESS. The amendments described in Section 1 above
shall become effective as of June 9, 2000 (the "EFFECTIVE DATE") when each
holder of a Note executing this letter has received (unless otherwise waived by
the Required Holders):
(a) the fee referred to in Section 4 below and all costs and
expenses of such holder (including reasonable fees and disbursements of
special counsel to such holder) in connection with this letter;
(b) the following documents, each in a form and substance
satisfactory to such holder:
(i) counterparts of this letter agreement executed by
the Company and the Required Holder(s);
(ii) a guaranty, signed by each Domestic Subsidiary
(excluding inactive Subsidiaries);
(iii) a pledge and security agreement signed by the
Company and each Guarantor, together with evidence,
satisfactory to the Purchasers, that the Company and each
Guarantor have delivered to the Collateral Agent all financing
statements and other documents necessary to perfect the
Collateral Agent's Lien on all collateral granted under the
Security Agreement and all stock certificates, stock powers
and other items required to be delivered in connection
therewith;
(iv) mortgages, deeds of trust, leasehold mortgages
or similar instruments, executed by the Company and each
Guarantor owning or leasing any real property with respect to
all real estate owned or leased by the Company or any
Guarantor;
(v) the Intercreditor Agreement, signed by the
Collateral Agent, the Bank Agent and the Banks and consented
to by the Company and the Guarantors; and
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(vi) an amendment and restatement of the Credit
Agreement executed by the Company, the Agent and the Banks.
(c) All corporate and other proceedings in connection with the
transactions contemplated by this letter agreement shall be
satisfactory to such holder and its counsel, and such holders shall
have received all such counterpart originals or certified or other
copies of such documents as it may reasonably request.
SECTION 4. FEES. In consideration of holders of Notes entering into
this letter agreement, the Company agrees to pay, on or before the Effective
Date, ratably to holders of the Notes in accordance with the respective
outstanding principal amounts thereof, an aggregate fee of $ .
SECTION 5. 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 6. 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 WHICH WOULD OTHERWISE CAUSE THIS
LETTER TO BE CONSTRUED OR ENFORCED OTHER THAN IN ACCORDANCE WITH THE LAWS OF THE
STATE OF ILLINOIS.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
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SECTION 6. COUNTERPARTS; SECTION TITLES. This letter may be executed in
any number of counterparts and by different parties hereto in separate
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.
<TABLE>
<S> <C>
Very truly yours,
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
By:
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Vice President
AGREED AND ACCEPTED:
CORRPRO COMPANIES, INC.
By:
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Title:
</TABLE>
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