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EXHIBIT 4 (b)
SECOND AMENDMENT TO CREDIT AND LOAN AGREEMENT
---------------------------------------------
THIS SECOND AMENDMENT (the "Amendment"), dated as of February 9, 1999,
is made to that certain Credit and Loan Agreement, dated as of August 7, 1998,
as the same was amended by that certain First Amendment to Credit Agreement and
Loan Agreement, dated as of October 6, 1998 (collectively, the "Loan
Agreement"), by and among TRANSMATION, INC., an Ohio corporation (the
"Borrower'), THE LENDERS PARTY THERETO FROM TIME TO TIME (the "Lenders") and
KEYBANK NATIONAL ASSOCIATION, a national banking association, as Agent (in such
capacity, together with its successors in such capacity, the "Agent").
RECITALS:
WHEREAS, the Borrower has requested that certain changes and
modifications be made to the Loan Agreement, including, but not limited to,
increasing the principal amount of Term Loan A and consenting to Borrower's
entering into a certain Agreement and Plan of Merger (the "Merger Agreement"),
dated January 21, 1999 and amended and restated February 4, 1999 among Borrower,
Metermaster Inc. ("Metermaster"), MM Acquisition Corp., a wholly owned
subsidiary of Borrower ("Sub"), and others, pursuant to which Sub will merge
with and into Metermaster, at which time Metermaster will be a wholly owned
subsidiary of Borrower (the "Merger"), and the Lenders are agreeable to making
the same in accordance with the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the promises and of the mutual
covenants herein contained, the receipt and sufficiency of which are hereby
mutually acknowledged, and intending to be legally bound hereby, the parties
hereto agree as follows:
1. DEFINITIONS. All capitalized terms used and not otherwise defined in
this Amendment shall have the meanings ascribed to such terms in the Loan
Agreement.
2. CERTAIN DEFINITIONS.
(a) The definition of "Applicable Margin Ratio" set forth in
Section 1.01 of the Loan Agreement is amended in its entirety to read
as follows: "'Applicable Margin Ratio' shall mean (i) as of the date of
this Amendment, 3.75; (ii) beginning on April 1, 1999 and ending ten
(10) Business Days after receipt by the Agent of the quarterly
financial statements described in Section 5.01 for the fiscal quarter
ending March 31, 1999, 4.25; and (iii) thereafter, the ratio of Funded
Debt at the end of the most recently completed fiscal quarter to EBITDA
for the period of the four (4) then most recently completed fiscal
quarters, calculated pursuant to SECTIONS 2.04(A)(II)(III),
2.06(II)(III), and 2.08(II)(III) respectively."
(b) The definition of "Term Loan A Maturity Date" set forth in
SECTION 1.01 of the Loan Agreement is amended in its entirety to read
as follows: "'Term Loan A Maturity Date' shall mean February 1, 2004."
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3. TERM LOAN A.
(a) Subsection 2.05(a)(ii) is amended to read in its entirety as
follows: "Notwithstanding anything to the contrary in the foregoing paragraph
(i), at no time during the term of this Agreement shall the aggregate amount of
the Lenders' Term Loan A Commitment, or the aggregate outstanding principal
balance of Term Loan A, exceed $13,000,000."
(b) Subsection 2.05(d) is amended to read in its entirety as follows:
(d) PAYMENT TERMS. The Borrower shall make payments
of principal to the Lenders with respect to the Term
Loan A as follows:
i) in the aggregate amount of $550,000 plus interest
calculated in accordance with Section 2.06 on the
outstanding principal amount thereof on every third
(3rd) Regular Payment Date through February 1, 2000;
and
ii) in the aggregate amount of $675,000 plus interest
calculated in accordance with Section 2.06 on the
outstanding principal amount thereof on every third
(3rd) Regular Payment Date beginning on May 1, 2000
through the Term Loan A Maturity Date, at which time
the entire outstanding principal balance, all accrued
interest and all other sums due from the Borrower
shall be fully due and payable.
The Borrower hereby irrevocably authorizes the Agent,
without further action or authorization by or notice
to the Borrower, to make payments of any amounts
owing under this Section by debiting and
automatically transferring any amounts from any
account of Borrower now or hereafter established with
Agent and for such purpose, the Borrower hereby
appoints the Agent as its agent and attorney-in-fact.
Nothing contained herein shall be deemed to obligate
the Agent at any time to make any such debit,
transfer and/or payment nor shall the Agent be liable
to the Borrower or any other Person for any such
debit, transfer or payment or its failure or refusal
at any time to do so.
4. CERTAIN INTEREST RATES.
(a) Section 2.04 is amended to read in its entirety as follows:
(a) OPTIONAL BASES OF BORROWING. The unpaid principal
amount of the Revolving Credit Loans shall bear interest
for each day until due on one or more bases selected by
the Borrower from among the interest rate options set
forth below. Subject to the provisions and limitations of
this Agreement, the Borrower may select different Options
to apply simultaneously to different Revolving Credit
Loans and may select different Funding Periods to apply
simultaneously to different parts of each Fixed LIBOR Rate
Loan.
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(i) FLOATING RATE OPTION. A rate per annum (computed on a
basis of a year of 360 days and actual days elapsed) for
each day equal to the Prime Rate plus or minus, as the
case may be, the amount of basis points hereinafter set
forth next to the Applicable Margin Ratio in effect as of
the date the Floating Rate Option is selected by the
Borrower or otherwise goes or remains in effect pursuant
to this Agreement.
---------------------------------------------------------------------- ------------------------------
APPLICABLE MARGIN RATIO (measured as of the date the
Floating Rate Option selected by Borrower goes into PLUS OR MINUS, AS INDICATED,
effect or otherwise goes or remains in effect pursuant to THE FOLLOWING BASIS POINTS:
this Agreement)
---------------------------------------------------------------------- ------------------------------
greater than or equal to 4.00 but less than 4.50 50
---------------------------------------------------- ------------------------------------------------
greater than or equal to 3.25 but less than 4.00 25
---------------------------------------------------- ------------------------------------------------
greater than or equal to 2.25 but less than 3.25 0
---------------------------------------------------- ------------------------------------------------
greater than or equal to 1.00 but less than 2.25 -12.5
---------------------------------------------------- ------------------------------------------------
less than 1.00 -25
---------------------------------------------------- ------------------------------------------------
(ii) FIXED LIBOR RATE OPTION. A rate per annum (based on a
year of 360 days and actual days elapsed) for each day
during the applicable Funding Period equal to the Fixed
LIBOR Rate for such Funding Period plus the amount of
basis points hereinafter set forth next to the Applicable
Margin Ratio in effect as of the date the Fixed LIBOR Rate
Option is selected by the Borrower (subject to the
provisions of SECTION 2.09 hereinafter set forth):
------------------------------------------------------------- -------------------------------
APPLICABLE MARGIN RATIO (measured as of the
date the Fixed LIBOR RATE Option selected by ADDITIONAL BASIS
Borrower goes into effect) POINTS:
------------------------------------------------------------- -------------------------------
greater than or equal to 4.00 but less than 4.50 240
------------------------------------------------------------- -------------------------------
greater than or equal to 3.25 but less than 4.00 185
------------------------------------------------------------- -------------------------------
greater than or equal to 2.25 but less than 3.25 152.5
------------------------------------------------------------- -------------------------------
greater than or equal to 1.00 but less than 2.25 127.5
------------------------------------------------------------- -------------------------------
less than 1.00 102.5
------------------------------------------------------------- -------------------------------
The Agent shall give prompt notice to the Borrower and
each Lender (in any event within ten (10) Business Days of
its receipt of the quarterly financial statements or
annual reports described in SECTION 5.01 hereof) of (i)
the Floating Rate determined or adjusted in accordance
with the definition of the Floating Rate, (ii) the Fixed
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LIBOR Rate determined or adjusted in accordance with the
definition of the Fixed LIBOR Rate, and (iii) the
Applicable Margin Ratio (and corresponding Basis Points
added or subtracted) determined in accordance with the
definition of the Applicable Margin Ratio based upon the
information set forth in the most recent quarterly
financial statements or annual reports described in
SECTION 5.01 hereof, which determinations or adjustments
shall be conclusive absent manifest error, each such
determination or adjustment to be effective as of the
first Business Day following the most recently concluded
fiscal quarter.
(b) Section 2.06 is amended to read in its entirety as
follows:
The unpaid principal amount of the Term Loan A shall bear
interest for each day until due on the basis selected by
the Borrower from between the interest rate options set
forth below.
(i) FLOATING RATE OPTION. A rate per annum (computed on a
basis of a year of 360 days and actual days elapsed) for
each day equal to the Prime Rate plus or minus, as the
case may be, the amount of basis points hereinafter set
forth next to the Applicable Margin Ratio in effect as of
the date the Floating Rate Option is selected by the
Borrower or otherwise goes or remains in effect pursuant
to this Agreement.
---------------------------------------------------------------------- ----------------------------------
APPLICABLE MARGIN RATIO (measured as of the date the
Floating Rate Option selected by Borrower goes into effect PLUS OR MINUS, AS INDICATED,
or otherwise goes or remains in effect pursuant to this THE FOLLOWING BASIS POINTS:
Agreement)
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greater than or equal to 4.00 but less than 4.50 50
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greater than or equal to 3.25 but less than 4.00 25
--------------------------------------------------------------------------------------------------------
greater than or equal to 2.25 but less than 3.25 0
--------------------------------------------------------------------------------------------------------
greater than or equal to 1.00 but less than 2.25 -12.5
--------------------------------------------------------------------------------------------------------
less than 1.00 -25
--------------------------------------------------------------------------------------------------------
(ii) FIXED LIBOR RATE OPTION. A rate per annum (based on a
year of 360 days and actual days elapsed) for each day
during the applicable Funding Period equal to the Fixed
LIBOR Rate for such Funding Period plus the amount of
basis points hereinafter set forth next to the Applicable
Margin Ratio in effect as of the date the Fixed LIBOR Rate
Option is selected by the Borrower (subject to the
provisions of SECTION 2.09 hereinafter set forth):
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------------------------------------------------------------- -------------------------------
APPLICABLE MARGIN RATIO (measured as of the
date the Fixed LIBOR RATE Option selected by ADDITIONAL
Borrower goes into effect) BASIS POINTS:
------------------------------------------------------------- -------------------------------
greater than or equal to 4.00 but less than 4.50 240
------------------------------------------------------------- -------------------------------
greater than or equal to 3.25 but less than 4.00 185
------------------------------------------------------------- -------------------------------
greater than or equal to 2.25 but less than 3.25 152.5
------------------------------------------------------------- -------------------------------
greater than or equal to 1.00 but less than 2.25 127.5
------------------------------------------------------------- -------------------------------
less than 1.00 102.5
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The Agent shall give prompt notice to the Borrower and
each Lender (in any event within ten (10) Business Days of
its receipt of the quarterly financial statements or
annual reports described in SECTION 5.01 hereof) of (i)
the Floating Rate determined or adjusted in accordance
with the definition of the Floating Rate, (ii) the Fixed
LIBOR Rate determined or adjusted in accordance with the
definition of the Fixed LIBOR Rate, and (iii) the
Applicable Margin Ratio (and corresponding Basis Points
added or subtracted) determined in accordance with the
definition of the Applicable Margin Ratio based upon the
information set forth in the most recent quarterly
financial statements or annual reports described in
SECTION 5.01 hereof, which determinations or adjustments
shall be conclusive absent manifest error, each such
determination or adjustment to be effective as of the
first Business Day following the most recently concluded
fiscal quarter.
(c) Section 2.08 is amended to read in its entirety as
follows:
The unpaid principal amount of the Term Loan B shall bear
interest for each day until due on the basis selected by
the Borrower from between the interest rate options set
forth below:
(i) FLOATING RATE OPTION. A rate per annum (computed on a
basis of a year of 360 days and actual days elapsed) for
each day equal to the Prime Rate plus or minus, as the
case may be, the amount of basis points hereinafter set
forth next to the Applicable Margin Ratio in effect as of
the date the Floating Rate Option is (A) selected by the
Borrower or (B) otherwise goes or remains in effect
pursuant to this Agreement:
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--------------------------------------------------------------------- -----------------------------------
APPLICABLE MARGIN RATIO (measured as of the date the
Floating Rate Option selected by Borrower goes into
effect or otherwise goes or remains in effect pursuant PLUS OR MINUS, AS INDICATED,
to this Agreement) THE FOLLOWING BASIS POINTS:
--------------------------------------------------------------------- -----------------------------------
greater than or equal to 4.00 but less than 4.50 75
--------------------------------------------------------------------- -----------------------------------
greater than or equal to 3.25 but less than 4.00 62.5
--------------------------------------------------------------------- -----------------------------------
greater than or equal to 2.25 but less than 3.25 37.5
--------------------------------------------------------------------- -----------------------------------
greater than or equal to 1.00 but less than 2.25 25
--------------------------------------------------------------------- -----------------------------------
less than 1.00 12.5
--------------------------------------------------------------------- -----------------------------------
Such interest rate shall change automatically from time to
time effective as of the effective date of each change in
the Prime Rate and each change in the Applicable Margin
Ratio.
(ii) FIXED LIBOR RATE OPTION. A rate per annum (based on a
year of 360 days and actual days elapsed) for each day
during the applicable Funding Period equal to the Fixed
LIBOR Rate for such Funding Period plus the amount of
basis points hereinafter set forth next to the Applicable
Margin Ratio in effect as of the date the Fixed LIBOR Rate
Option is selected by the Borrower (subject to the
provisions of SECTION 2.09 hereinafter set forth):
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APPLICABLE MARGIN RATIO (measured as of the
date the Fixed LIBOR RATE Option selected by ADDITIONAL BASIS
Borrower goes into effect) POINTS:
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greater than or equal to 4.00 but less than 4.50 300
------------------------------------------------------------- -------------------------------
greater than or equal to 3.25 but less than 4.00 240
------------------------------------------------------------- -------------------------------
greater than or equal to 2.25 but less than 3.25 215
------------------------------------------------------------- -------------------------------
greater than or equal to 1.00 but less than 2.25 190
------------------------------------------------------------- -------------------------------
less than 1.00 165
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The Agent shall give prompt notice to the Borrower and
each Lender (in any event within ten (10) Business Days of
its receipt of the quarterly financial statements or
annual reports described in SECTION 5.01 hereof) of (i)
the Floating Rate determined or adjusted in accordance
with the definition of the Floating Rate, (ii) the Fixed
LIBOR Rate determined or adjusted in accordance with the
definition of the Fixed LIBOR Rate, and (iii) the
Applicable Margin Ratio (and corresponding Basis Points
added or subtracted) determined in accordance with the
definition of the Applicable Margin Ratio based
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upon the information set forth in the most recent
quarterly financial statements or annual reports described
in SECTION 5.01 hereof, which determinations or
adjustments shall be conclusive absent manifest error,
each such determination or adjustment to be effective as
of the first Business Day following the most recently
concluded fiscal quarter.
5. CERTAIN USE OF PROCEEDS. Clauses (iii) and (iv) of the first
sentence of SECTION 5.09 of the Loan Agreement are added to read in their
entirety as follows: "; (iii) finance the acquisition of Metermaster in
accordance with the Merger Agreement; and (iv) acquire or redeem capital stock
of Borrower for an aggregate consideration of up to $1,000,000, provided such
acquisition or redemption does not violate the provisions of SECTION 6.05
regarding Restricted Payments."
6. CERTAIN FINANCIAL COVENANTS.
(a) Subsection (a) of SECTION 6.01 of the Loan Agreement is
amended in its entirety to read as follows:
(a) For the fiscal quarter ending March 31, 1999 permit
the Fixed Charge Coverage Ratio (measured as of the period
of the four (4) then most recently completed fiscal
quarters of the Borrower) to be less than 1.00 to 1.00;
for the fiscal quarters ending June 30, 1999 and September
30, 1999, permit the Fixed Charge Coverage Ratio (measured
as of the period of the four (4) then most recently
completed fiscal quarters of the Borrower) to be less than
1.10 to 1.00; for the fiscal quarter ending December 31,
1999, permit the Fixed Charge Coverage Ratio (measured as
of the period of the four (4) then most recently completed
fiscal quarters of the Borrower) to be less than 1.15 to
1.00; and thereafter, permit the Fixed Charge Coverage
Ratio (measured as of the period of the four (4) then most
recently completed fiscal quarters of the Borrower) to be
at any time less than 1.25 to 1.00.
(b) Subsection (c) of SECTION 6.01 of the Loan Agreement is
amended in its entirety to read as follows:
(c) Permit the ratio of consolidated Funded Debt of
Borrower and its Subsidiaries to the consolidated EBITDA
of Borrower and its Subsidiaries, calculated at the same
point in time, and measured as of the period of the four
(4) then most recently completed fiscal quarters of the
Borrower to be greater than 4.50 to 1.00 from the date of
this Amendment to and including March 31, 1999; greater
than 4.00 to 1.00 from April 1, 1999 to and including
September 30, 1999; greater than 3.50 to 1.00 from October
1, 1999 to and including December 31, 2000; and greater
than 2.50 to 1.00 from January 1, 2001 and at all times
thereafter.
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7. CONDITIONS TO ENTERING INTO AMENDMENT.
The obligation of each Lender to enter into this Amendment and to make
Loans on the date hereof is subject to the satisfaction of the following
conditions precedent, in addition to the conditions precedent set forth in
SECTION 4.02 of the Loan Agreement:
(a) AGREEMENT; NOTES. The Agent shall have received an executed
counterpart of this Agreement for each Lender, duly executed by the
Borrower, and executed Restated Term Loan A Notes in the form attached
hereto as EXHIBIT A conforming to the requirements hereof, duly
executed on behalf of the Borrower.
(b) GUARANTEES. The Agent shall have received an original Guaranty, in
the form attached hereto as EXHIBIT B, executed by Metermaster.
(c) SECURITY DOCUMENTS. The Agent shall have received an executed
counterpart of each Security Document with respect to Metermaster for
each governmental office in which the same may be recorded or filed, if
any, duly executed, and accompanied by all immediately available funds
and all certificates, affidavits and other documents necessary to
record or file the same.
(d) CORPORATE PROCEEDINGS. The Agent shall have received certificates
by the Secretary or Assistant Secretary of Borrower and Metermaster,
after giving effect to the Merger, dated as of the date hereof as to
(i) with respect to Metermaster, true copies of the articles of
incorporation and by-laws (or other constituent documents) of
Metermaster in effect on such date (which, in the case of articles of
incorporation or other constituent documents filed or required to be
filed with the Secretary of State or other Governmental Authority in
its jurisdiction of incorporation, shall be certified to be true,
correct and complete by such Secretary or Assistant Secretary of
Metermaster as of the date hereof), (ii) true copies of all corporate
action taken by Borrower and Metermaster relative to the Merger, this
Amendment and the other Loan Documents and (iii) the incumbency and
signature of the respective officers of Borrower and Metermaster
executing this Amendment and the other Loan Documents, together with
satisfactory evidence of the incumbency of such Secretary or Assistant
Secretary. The Agent shall have received certificates from the
appropriate Secretaries of State or other applicable Governmental
Authorities dated not more than sixty (60) days before the date hereof
showing the good standing of Borrower in its state of incorporation and
of Metermaster in its state of incorporation and each state in which
Metermaster does business.
(e) INSURANCE. The Agent shall have received a certificate setting
forth all policies of insurance in force with respect to Metermaster,
issued by an insurance agent reasonably acceptable to the Agent and
satisfactory in form and substance to the Agent and naming Agent as
payee and additional insured.
(f) FINANCIAL STATEMENTS. The Agent shall have received copies of the
consolidated financial statements of Borrower for the quarter ending
December 31, 1998 satisfactory to Lenders.
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(g) LEGAL OPINION OF COUNSEL TO BORROWER AND SUB. The Agent shall have
received, with an executed counterpart for each Lender, (i) an opinion
addressed to the Agent and each Lender, dated the date hereof, of
Xxxxxx, Xxxxxxx & Xxxxx, LLP, Rochester, New York, counsel to the
Borrower and Sub, as to such matters as may be requested by the Agent
and in form and substance satisfactory to the Agent and its counsel,
including but not limited to completion of the transactions
contemplated by the Merger Agreement; and (ii) copies of all legal
opinions rendered in connection with the Merger, each of which legal
opinions shall contain a provision that each Lender shall be entitled
to rely on such legal opinion as if it were an addressee of such legal
opinion.
(h) FEES, EXPENSES, ETC. All fees and other compensation to be paid to
the Agent or the Lenders pursuant hereto, including but not limited to
those fees set forth in Section 9.06 of the Loan Agreement and
underwriting fees of $14,000 to Agent and $36,000 to State Street Bank
& Trust Company ("State Street"), and pursuant to any other written
agreement on or prior to the date hereof shall have been paid or
received, and all invoiced expenses incurred by the Agent pursuant
hereto shall have been paid.
(i) METERMASTER COST REDUCTIONS. The Agent shall have received a
certificate from an officer of Borrower identifying reductions in costs
of Metermaster taken by Borrower, including identification of those
that have taken place prior to the date hereof and those that will
occur following the date hereof, along with completion dates for those
reductions, on a line-by-line basis using the same format as the audit
report, with detailed explanations, in accordance with the "Forecast
P&L" for the 12-months ended March 31, 2000, as prepared by Xxxx
Xxxxxxxxx and dated December 29, 1998, reflecting post-acquisition
EBITDA of at least $1,584,332 from Metermaster alone.
(j) SYNDICATION. The Agent shall have obtained the consent of State
Street to the terms of the Amendment, including but not limited to the
principal amounts of the Term Loan A Notes attached hereto as Exhibit
A.
(k) DUE DILIGENCE. The Agent shall have received a certificate from an
officer of Borrower setting forth any derogatory information discovered
during its due diligence review of Metermaster, including but not
limited to Metermaster's Year 2000 progress toward compliance and
Borrower's plan to make Metermaster compliant, including by
transferring Metermaster's accounting and operations computer systems
to Borrower's computer system.
(l) FIELD EXAMINATION. State Street shall have completed its field
examination of Borrower on February 4, 1999 and February 5, 1999.
(m) LANDLORD WAIVERS. The Agent shall have received landlord waivers in
form satisfactory to Agent and its counsel from each owner of real
property at which Metermaster has assets, except as specifically waived
by Agent.
(n) ADDITIONAL MATTERS. The Agent shall have received such other
certificates, opinions, documents and instruments as may be requested
by the Agent or any Lender. All corporate and other proceedings, and
all documents, instruments and other matters in
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connection with the transactions contemplated by this Agreement and the
other Loan Documents shall be satisfactory in form and substance to the
Agent and each Lender.
8. CERTAIN REPRESENTATIONS. Borrower represents and warrants to the
Agent and each Lender as follows:
(a) All Conditions contained in Section 4.02 of the Loan Agreement have
been satisfied in all material respects except as otherwise
specifically set forth herein.
(b) Borrower's Articles of Incorporation and Code of Regulations
provided to Agent on August 7, 1998 have not been amended or repealed.
9. CONSENT OF AGENT AND LENDERS. Agent and Lenders hereby acknowledge
notice of and provide their consent to the Merger, notwithstanding any
provisions of the Loan Agreement prohibiting the transactions contemplated
thereby, including the provisions of Section 5.13 regarding Subsidiaries and
Section 6.13 regarding Acquisitions. Schedules 3.01 and 3.22 to the Loan
Agreement are hereby amended to add Metermaster Inc., a Georgia Corporation,
wholly owned by Borrower.
10. MISCELLANEOUS. This Amendment is entered into pursuant to and in
accordance with SECTION 9.03 of the Loan Agreement. This Amendment may be
executed in counterparts, each of which shall be deemed an original and all of
which together shall constitute one and the same instrument. Except as expressly
modified or amended herein, the Loan Agreement and each of the other Loan
Documents to which the Borrower is a party is hereby restated, ratified and
confirmed and shall remain in full force and effect.
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IN WITNESS WHEREOF, the parties hereto, by their officers thereunto
duly authorized, have caused this Second Amendment to Credit and Loan Agreement
to be duly executed and delivered as of the date first above written.
TRANSMATION, INC.
By: /s/ Xxxx X. XxXxxxx
------------------------------------------
Name: Xxxx X. XxXxxxx
---------------------------------------
Title: President And Chief Executive Office
---------------------------------------
KEYBANK NATIONAL ASSOCIATION,
as Agent and a Lender
By: /s/ Xxxxxxx X. Xxxxx
------------------------------------------
Xxxxxxx X. Xxxxx
Title: Vice President
LENDERS:
STATE STREET BANK AND TRUST
COMPANY
By: /s/ Xxxxxx Xxxxxxx
------------------------------------------
Xxxxxx Xxxxxxx
Title: Vice President
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TABLE OF EXHIBITS
* Exhibit A Restated Term Loan A Notes
* Exhibit B Guaranty
* OMITTED EXHIBITS
UPON WRITTEN REQUEST, THE REGISTRANT WILL PROVIDE COPIES OF ANY OF THE
REFERENCED OMITTED EXHIBITS.
