CORRPRO COMPANIES INC /OH/
EX-10.11 FORM OF US REVOLVING NOTE
<DOCUMENT>
<TYPE>EX-10.11
<SEQUENCE>15
<FILENAME>l06991aexv10w11.txt
<DESCRIPTION>EX-10.11 FORM OF US REVOLVING NOTE
<TEXT>
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                                                                   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.

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         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 the
Maturity Date.

         3. DEFAULT RATE.

                  Upon the occurrence and during the continuation of an Event of
Default, the Applicable Rate of interest in effect at such time with respect to
the Obligations shall be increased by the Default Rate.

         4. LOAN AGREEMENT.

                  This Revolving Note is referred to in, made pursuant to, and
entitled to the benefits of, the Loan Agreement. The Loan Agreement, among other
things, (i) provides for the making of Advances under the US Revolving Facility
and this Revolving Note by Lender to US Borrowers in the aggregate maximum
dollar amount first mentioned above, which amounts may be drawn, repaid and
redrawn from time to time as permitted thereby, (ii) contains provisions for
acceleration of the maturity hereof upon the happening of certain stated events
upon the terms and conditions therein specified, and (iii) contains provisions
defining an Event of Default and the rights and remedies of the parties thereto.
This Revolving Note is a secured note, entitled to the benefits of and security
interests granted in, among other things, the Loan Agreement and the other Loan
Documents.

         5. PREPAYMENTS.

                  This Revolving Note may be prepaid in whole or in part only as
permitted in the Loan Agreement and shall be prepaid, in whole or in part, as
provided or required in the Loan Agreement. No payment or prepayment of any
amount shall entitle any Person to be subrogated to the rights of Lender
hereunder or under the Loan Documents unless and until the Obligations have been
performed in full and indefeasibly paid in full in cash and the Loan Agreement
has been terminated.

         6. PAYMENTS DUE ON A DAY OTHER THAN A BUSINESS DAY.

                  If any payment to be made on or under this Revolving Note is
stated to be due or becomes due and payable on a day other than a Business Day,
the due date thereof shall be extended to, and such payment shall be made on,
the next succeeding Business Day, and such extension of time in such case shall
be included in the computation of payment of any interest (at the interest rate
then in effect during such extension) and/or fees, as the case may be.

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         7. WAIVERS.

                  US Borrowers hereby waive set off, counterclaim, demand,
presentment, protest, all defenses with respect to any and all instruments and
all notices and demands of any description.

         8. LAWFUL LIMITS.

                  This Revolving Note is expressly limited so that in no
contingency or event whatsoever, whether by reason of acceleration or otherwise,
shall the interest and other charges paid or agreed to be paid by US Borrowers
for the use, forbearance or detention of money hereunder exceed the maximum rate
permissible under applicable law which a court of competent jurisdiction shall,
in a final determination, deem applicable hereto. If, due to any circumstance
whatsoever, fulfillment of any provision hereof, at the time performance of such
provision shall be due, shall exceed any such limit, then the obligation to be
so fulfilled shall be reduced to such lawful limit, and any interest or any
other charges of any kind received which might be deemed to be interest under
applicable law in excess of the maximum lawful rate shall be applied in
accordance with the Loan Agreement.

         9. ACKNOWLEDGEMENT OF JOINT AND SEVERAL LIABILITY.

         Each of the US Borrowers acknowledges that it is jointly and severally
liable for all of the Obligations under the Loan Documents. Each of the US
Borrowers expressly understands, agrees and acknowledges that (a) US Borrowers
are all Affiliated entities by common ownership, (b) each of the US Borrowers
desires to have the availability of one common credit facility instead of
separate credit facilities, (c) each of the US Borrowers has requested that
Lender extend such a common credit facility on the terms herein provided, (d)
Lenders will be lending against, and relying on a lien upon, all of US
Borrowers' assets that are pledged as Collateral hereunder, even though the
proceeds of any particular loan made hereunder may not be advanced directly to a
particular US Borrower, (e) each of the US Borrowers will nonetheless benefit by
the making of all such loans by Lenders and the availability of a single credit
facility of a size greater than each could independently warrant, and (f) all of
the representations, warranties, covenants, obligations, conditions, agreements
and other terms contained in the Loan Documents shall be applicable to and shall
be binding upon each of the US Borrowers.

         10. GOVERNING LAW.

                  This Revolving Note shall be governed by and construed in
accordance with the internal laws of the State of Maryland without giving effect
to its choice of laws provisions.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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                [SIGNATURE PAGE TO REVOLVING NOTE (US BORROWERS)]

       This Revolving Note is executed as of the date first written above.

                                          CORRPRO COMPANIES, INC.,
                                          an Ohio corporation

                                          By: ___________________________(SEAL)
                                          Name:
                                          Title

                                          CCFC, INC.,
                                          a Nevada corporation

                                          By: ___________________________(SEAL)
                                          Name:
                                          Title

                                          OCEAN CITY RESEARCH CORP.,
                                          a New Jersey corporation

                                          By: ___________________________(SEAL)
                                          Name:
                                          Title

                                          CORRPRO INTERNATIONAL, INC.,
                                          a Delaware corporation

                                          By: ___________________________(SEAL)
                                          Name:
                                          Title

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