AMENDMENTNO. 1 TO SUPERPRIORITY SECURED DEBTOR-IN- POSSESSION CREDIT AGREEMENT
Exhibit 10.1
EXECUTION VERSION
AMENDMENT NO. 1 TO SUPERPRIORITY SECURED DEBTOR-IN-
POSSESSION CREDIT AGREEMENT
AMENDMENT No. 1, dated as of May 9, 2016 (this “Amendment”), to that certain Superpriority Secured Debtor-In-Possession Credit Agreement dated as of April 18, 2016 (the “Existing Credit Agreement” and, as so amended, the “Credit Agreement”) among, inter alios, PEABODY ENERGY CORPORATION, a Delaware corporation and a debtor and debtor-in-possession in the Cases (the “Borrower”), the SUBSIDIARY GUARANTORS party thereto from time to time, certain of which are debtors and debtors-in-possession in the Cases, the LENDERS party thereto from time to time, the ISSUING BANK party thereto and Citibank, N.A., as Administrative Agent (the “Administrative Agent”).
W I T N E S S E T H :
WHEREAS, the parties hereto desire to amend the Existing Credit Agreement as set forth herein.
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. Defined Terms; References. Unless otherwise specifically defined herein, each term used herein that is defined in the Credit Agreement has the meaning assigned to such term in the Credit Agreement (or Existing Credit Agreement, if context so requires). Each reference to “hereof”, “hereunder”, “herein” and “hereby” and each other similar reference and each reference to “this Agreement” and each other similar reference contained in the Existing Credit Agreement shall, after this Amendment becomes effective, refer to the Credit Agreement as amended hereby. Each reference to the “Credit Agreement” or “thereunder”, “thereof” or “therein” in respect of the Existing Credit Agreement, and each other similar reference, contained in any other Loan Document shall, after this Amendment becomes effective, similarly refer to the Credit Agreement as amended hereby.
SECTION 2. Amendment to the Existing Credit Agreement.
(a) Section 2.03(c)(i) of the Existing Credit Agreement is hereby amended by deleting, from clause (y) of the proviso thereto, the words “Section 2.04(a)(iii)” and replacing such words with “Section 2.04(b)(iii)”.
(b) Section 6.19(c) of the Existing Credit Agreement is hereby amended by deleting the words “thirty (30) days following the Petition Date” and replacing such words with “the earlier to occur of (x) the date that is three (3) Business Days following the Final Order Entry Date and (y) the date that is forty-five (45) days following the Petition Date”.
(b) Section 11.21(b)(v) of the Existing Credit Agreement is hereby amended by deleting the words “being a Guarantor by virtue of the definition thereof or” and replacing such words with “being a Subsidiary of the Borrower (directly or indirectly) pursuant to”.
(c) Section 11.21(c)(ii) of the Existing Credit Agreement is hereby amended by deleting the words “being a Guarantor by virtue of the definition thereof or” and replacing such words with “being a Subsidiary of the Borrower (directly or indirectly) pursuant to”.
SECTION 3. Governing Law. This Amendment shall be construed in accordance with and governed by the laws of the State of New York and (to the extent applicable) the Bankruptcy Code.
SECTION 4. Counterparts. This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.
SECTION 5. Loan Document. This Amendment shall constitute a Loan Document.
SECTION 6. Effectiveness. This Amendment shall become effective on the date on which the Agent shall have received from each of the Borrower and the Required Lenders a counterpart hereof signed by such party or facsimile or other written confirmation (in form satisfactory to the Agent) that such party has signed a counterpart hereof.
[Remainder of this page left blank intentionally.]
2
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.
| PEABODY ENERGY CORPORATION, as the Borrower | ||||
| By: | /s/ James A Tichenor | |||
| Name: James A. Tichenor | ||||
| Title: Vice President and Treasurer | ||||
| GUARANTORS: | ||||
| AMERICAN LAND DEVELOPMENT, LLC | ||||
| AMERICAN LAND HOLDINGS OF COLORADO, LLC | ||||
| AMERICAN LAND HOLDINGS OF ILLINOIS, LLC | ||||
| AMERICAN LAND HOLDINGS OF INDIANA, LLC | ||||
| AMERICAN LAND HOLDINGS OF KENTUCKY, LLC | ||||
| AMERICAN LAND HOLDINGS OF NEW MEXICO, LLC | ||||
| AMERICAN LAND HOLDINGS OF WEST VIRGINIA, LLC | ||||
| ARID OPERATIONS INC. | ||||
| BIG RIDGE, INC. | ||||
| BLACK HILLS MINING COMPANY, LLC | ||||
| BTU WESTERN RESOURCES, INC. | ||||
| CABALLO GRANDE, LLC | ||||
| CASEYVILLE DOCK COMPANY, LLC | ||||
| CENTRAL STATES COAL RESERVES OF ILLINOIS, LLC | ||||
| CENTRAL STATES COAL RESERVES OF INDIANA, LLC | ||||
| CENTURY MINERAL RESOURCES, INC. | ||||
| COAL RESERVE HOLDING LIMITED LIABILITY COMPANY NO. 1 | ||||
| COALSALES II, LLC | ||||
| COLORADO YAMPA COAL COMPANY, LLC | ||||
| CONSERVANCY RESOURCES, LLC | ||||
| COTTONWOOD LAND COMPANY | ||||
| CYPRUS CREEK LAND COMPANY | ||||
| CYPRUS CREEK LAND RESOURCES, LLC | ||||
| DYSON CREEK COAL COMPANY, LLC | ||||
| DYSON CREEK MINING COMPANY, LLC | ||||
| EL SEGUNDO COAL COMPANY, LLC | ||||
| EMPIRE LAND HOLDINGS, LLC | ||||
| FALCON COAL COMPANY, LLC | ||||
| FOUR STAR HOLDINGS, LLC | ||||
| FRANCISCO EQUIPMENT COMPANY, LLC | ||||
| FRANCISCO LAND HOLDINGS COMPANY, LLC | ||||
[Signature Page to Amendment No. 1]
| FRANCISCO MINING, LLC |
| GALLO FINANCE COMPANY, LLC |
| GLOBAL CENTER FOR ENERGY AND HUMAN DEVELOPMENT, LLC |
| GOLD FIELDS CHILE, LLC |
| GOLD FIELDS MINING, LLC |
| GOLD FIELDS ORTIZ, LLC |
| HAYDEN GULCH TERMINAL, LLC |
| HIGHWALL MINING SERVICES COMPANY |
| HILLSIDE RECREATIONAL LANDS, LLC |
| HMC MINING, LLC |
| ILLINOIS LAND HOLDINGS, LLC |
| INDEPENDENCE MATERIAL HANDLING, LLC |
| JAMES RIVER COAL TERMINAL, LLC |
| JUNIPER COAL COMPANY, LLC |
| KAYENTA MOBILE HOME PARK, INC. |
| KENTUCKY SYNGAS, LLC |
| KENTUCKY UNITED COAL, LLC |
| LIVELY GROVE ENERGY, LLC |
| LIVELY GROVE ENERGY PARTNERS, LLC |
| MARIGOLD ELECTRICITY, LLC |
| MIDCO SUPPLY AND EQUIPMENT CORPORATION |
| MIDWEST COAL ACQUISITION CORP. |
| MIDWEST COAL RESERVES OF ILLINOIS, LLC |
| MIDWEST COAL RESERVES OF INDIANA, LLC |
| MIDWEST COAL RESERVES OF KENTUCKY, LLC |
| MOFFAT COUNTY MINING, LLC |
| MUSTANG ENERGY COMPANY, L.L.C. |
| NEW MEXICO COAL RESOURCES, LLC |
| NM EQUIPMENT COMPANY, LLC |
| PACIFIC EXPORT RESOURCES, LLC |
| PEABODY AMERICA, LLC |
| PEABODY ARCHVEYOR, L.L.C. |
| PEABODY ARCLAR MINING, LLC |
| PEABODY ASSET HOLDINGS, LLC |
| PEABODY BEAR RUN MINING, LLC |
| PEABODY BEAR RUN SERVICES, LLC |
| PEABODY CABALLO MINING, LLC |
| PEABODY CARDINAL GASIFICATION, LLC |
| PEABODY CHINA, LLC |
| PEABODY COALSALES, LLC |
| PEABODY COALTRADE, LLC |
| PEABODY COALTRADE INTERNATIONAL (CTI), LLC |
| PEABODY COLORADO OPERATIONS, LLC |
| PEABODY COLORADO SERVICES, LLC |
[Signature Page to Amendment No. 1]
| PEABODY COULTERVILLE MINING, LLC |
| PEABODY DEVELOPMENT COMPANY, LLC |
| PEABODY ELECTRICITY, LLC |
| PEABODY EMPLOYMENT SERVICES, LLC |
| PEABODY ENERGY GENERATION HOLDING COMPANY |
| PEABODY ENERGY INVESTMENTS, INC. |
| PEABODY ENERGY SOLUTIONS, INC. |
| PEABODY GATEWAY NORTH MINING, LLC |
| PEABODY GATEWAY SERVICES, LLC |
| PEABODY HOLDING COMPANY, LLC |
| PEABODY ILLINOIS SERVICES, LLC |
| PEABODY INDIANA SERVICES, LLC |
| PEABODY INTERNATIONAL INVESTMENTS, INC. |
| PEABODY INTERNATIONAL SERVICES, INC. |
| PEABODY INVESTMENTS CORP. |
| PEABODY MAGNOLIA GROVE HOLDINGS, LLC |
| PEABODY MIDWEST MANAGEMENT SERVICES, LLC |
| PEABODY MIDWEST MINING, LLC |
| PEABODY MIDWEST OPERATIONS, LLC |
| PEABODY MIDWEST SERVICES, LLC |
| PEABODY MONGOLIA, LLC |
| PEABODY NATURAL GAS, LLC |
| PEABODY NATURAL RESOURCES COMPANY |
| PEABODY NEW MEXICO SERVICES, LLC |
| PEABODY OPERATIONS HOLDING, LLC |
| PEABODY POWDER RIVER MINING, LLC |
| PEABODY POWDER RIVER OPERATIONS, LLC |
| PEABODY POWDER RIVER SERVICES, LLC |
| PEABODY POWERTREE INVESTMENTS, LLC |
| PEABODY RECREATIONAL LANDS, L.L.C. |
| PEABODY ROCKY MOUNTAIN MANAGEMENT SERVICES, LLC |
| PEABODY ROCKY MOUNTAIN SERVICES, LLC |
| PEABODY SCHOOL CREEK MINING, LLC |
| PEABODY SERVICES HOLDINGS, LLC |
| PEABODY SOUTHWEST, LLC |
| PEABODY SOUTHWESTERN COAL COMPANY, LLC |
| PEABODY TERMINAL HOLDING COMPANY, LLC |
| PEABODY TERMINALS, LLC |
| PEABODY TROUT CREEK RESERVOIR LLC |
| PEABODY VENEZUELA COAL CORP. |
| PEABODY VENTURE FUND, LLC |
| PEABODY WILD BOAR MINING, LLC |
| PEABODY WILD BOAR SERVICES, LLC |
| PEABODY WILLIAMS FORK MINING, LLC |
| PEABODY WYOMING GAS, LLC |
[Signature Page to Amendment No. 1]
| PEABODY WYOMING SERVICES, LLC | ||
| PEABODY-WATERSIDE DEVELOPMENT, L.L.C. | ||
| PEC EQUIPMENT COMPANY, LLC | ||
| PG INVESTMENTS SIX, L.L.C. | ||
| POINT PLEASANT DOCK COMPANY, LLC | ||
| POND RIVER LAND COMPANY | ||
| PORCUPINE PRODUCTION, LLC | ||
| PORCUPINE TRANSPORTATION, LLC | ||
| RIVERVIEW TERMINAL COMPANY | ||
| SAGE CREEK LAND & RESERVES, LLC | ||
| SCHOOL CREEK COAL RESOURCES, LLC | ||
| SENECA PROPERTY, LLC | ||
| SHOSHONE COAL CORPORATION | ||
| SOUTHWEST COAL HOLDINGS, LLC | ||
| STAR LAKE ENERGY COMPANY, L.L.C. | ||
| SUGAR CAMP PROPERTIES, LLC | ||
| THOROUGHBRED GENERATING COMPANY, LLC | ||
| THOROUGHBRED MINING COMPANY, L.L.C. | ||
| TWENTYMILE COAL, LLC | ||
| TWENTYMILE EQUIPMENT COMPANY, LLC | ||
| TWENTYMILE HOLDINGS, LLC | ||
| UNITED MINERALS COMPANY, LLC | ||
| WEST ROUNDUP RESOURCES, LLC | ||
| WILD BOAR EQUIPMENT COMPANY, LLC | ||
| WILD BOAR LAND HOLDINGS COMPANY, LLC | ||
| By: | /s/ James A Tichenor | |
| Name: James A. Tichenor | ||
| Title: Vice President and Treasurer | ||
[Signature Page to Amendment No. 1]
| PEABODY WESTERN COAL COMPANY, as a Guarantor | ||
| By: | /s/ Douglas D. Loucks | |
| Name: Douglas D. Loucks | ||
| Title: Treasurer | ||
[Signature Page to Amendment No. 1]
| PEABODY SAGE CREEK MINING, LLC, as a Guarantor | ||
| By: | /s/ Eric J. Baltz | |
| Name: Eric J. Baltz | ||
| Title: Treasurer | ||
[Signature Page to Amendment No. 1]
| PEABODY TWENTYMILE MINING, LLC, as a Guarantor | ||
| By: | /s/ John R. Schwartze | |
| Name: John R. Schwartze | ||
| Title: Treasurer | ||
[Signature Page to Amendment No. 1]
| SENECA COAL COMPANY, LLC, as a Guarantor | ||
| By: | /s/ Kurt A. Jones | |
| Name: Kurt A. Jones | ||
| Title: Treasurer | ||
[Signature Page to Amendment No. 1]
| SAGE CREEK HOLDINGS, LLC, as a Guarantor | ||
| By: | /s/ Mark A. Scimio | |
| Name: Mark A. Scimio | ||
| Title: President | ||
[Signature Page to Amendment No. 1]
| BIG SKY COAL COMPANY, as a Guarantor | ||
| By: | /s/ Michael J. Jasutis | |
| Name: Michael J. Jasutis | ||
| Title: Treasurer | ||
[Signature Page to Amendment No. 1]
| CITIBANK, N.A., as Administrative Agent, as Bonding Facility L/C Issuer and as L/C Facility L/C Issuer | ||
| By: | /s/ Allister Chan | |
| Name: Allister Chan | ||
| Title: Vice President | ||
[Signature Page to Amendment No. 1]
| Mason Capital Master Fund LP, as a Lender | ||
| By: | /s/ John Grizzotti | |
| Name: John Grizzotti | ||
| Title: COO | ||
If second signature required:
| Mason Capital Master Fund LP, as a Lender | ||
| By: |
| |
| Name: | ||
| Title: | ||
[Signature Page to Amendment No. 1]
| Mason Capital LP, as a Lender | ||
| By: | /s/ John Grizzotti | |
| Name: John Grizzotti | ||
| Title: COO | ||
If second signature required:
| Mason Capital LP, as a Lender | ||
| By: |
| |
| Name: | ||
| Title: | ||
[Signature Page to Amendment No. 1]
| MACQUARIE BANK LIMITED, | ||
| By: | /s/ Julianne Wilkin | |
| Name: Julianne Wilkin | ||
| Title: Associate Director | ||
If second signature required:
| MACQUARIE BANK LIMITED, | ||
| By: | /s/ Jennifer Coyles | |
| Name: Jennifer Coyles | ||
| Title: Division Director | ||
[Signature Page to Amendment No. 1]
| GN3 SIP Limited By: GoldenTree Asset Management, LP, as a Lender | ||
| By: | /s/ Karen Weber | |
| Name: Karen Weber | ||
| Title: Director – Bank Debt | ||
[Signature Page to Amendment No. 1]
| San Bernardino County Employees’ Retirement Association By: GoldenTree Asset Management, LP, as a Lender | ||
| By: | /s/ Karen Weber | |
| Name: Karen Weber | ||
| Title: Director – Bank Debt | ||
[Signature Page to Amendment No. 1]
| GoldenTree 2004 Trust By: GoldenTree Asset Management, LP, as a Lender | ||
| By: | /s/ Karen Weber | |
| Name: Karen Weber | ||
| Title: Director – Bank Debt | ||
[Signature Page to Amendment No. 1]
| GT NM, LP By: GoldenTree Asset Management, LP, as a Lender | ||
| By: | /s/ Karen Weber | |
| Name: Karen Weber | ||
| Title: Director – Bank Debt | ||
[Signature Page to Amendment No. 1]
| GoldenTree Credit Opportunities 2014-I Financing, Limited By: GoldenTree Asset Management, LP, as a Lender | ||
| By: | /s/ Karen Weber | |
| Name: Karen Weber | ||
| Title: Director – Bank Debt | ||
[Signature Page to Amendment No. 1]
| Stellar Performer Global Series: Series G – Global Credit By: GoldenTree Asset Management, LP, as a Lender | ||
| By: | /s/ Karen Weber | |
| Name: Karen Weber | ||
| Title: Director – Bank Debt | ||
[Signature Page to Amendment No. 1]
| GoldenTree Insurance Fund Series Interests of the SALI Multi-Series Fund, LP By: GoldenTree Asset Management, LP, as a Lender | ||
| By: | /s/ Karen Weber | |
| Name: Karen Weber | ||
| Title: Director – Bank Debt | ||
[Signature Page to Amendment No. 1]
| JNL/PPM America Floating Rate Income Fund, a series of JNL Series Trust By: PPM America, Inc., as sub-adviser | ||
| By: | /s/ Chris Kappas | |
| Chris Kappas | ||
| Managing Director | ||
[Signature Page to Amendment No. 1]
| Eastspring Investments US Bank Loan Special Asset Mother Investment Trust[Loan Claim] By: PPM America, Inc., as Delegated Manager | ||
| By: | /s/ Chris Kappas | |
| Chris Kappas | ||
| Managing Director | ||
[Signature Page to Amendment No. 1]
| C.M. LIFE INSURANCE COMPANY MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY, each as a Lender By: Babson Capital Management LLC as Investment Adviser | ||||
| By: | /s/ Michael J. Fey | |||
| Name: | Michael J. Fey | |||
| Title: | Director | |||
| BABSON CAPITAL CREDIT I LIMITED, as a Lender By: Babson Capital Management LLC as Investment Manager | ||||
| By: | /s/ Michael J. Fey | |||
| Name: | Michael J. Fey | |||
| Title: | Director | |||
| BABSON CAPITAL GLOBAL FLOATING RATE FUND, a series of Babson Capital Funds Trust as a Lender By: Babson Capital Management LLC as Investment Manager | ||||
| By: | /s/ Michael J. Fey | |||
| Name: | Michael J. Fey | |||
| Title: | Director | |||
| The foregoing is executed on behalf of Babson Global Floating Rate Fund, a series of Babson Capital Funds Trust, organized under an Agreement and Declaration of Trust dated May 3, 2013, as amended from time to time. The obligations of such series Trust are not personally binding upon, nor shall resort be had to the property of, any of the Trustees, shareholders, officers, employees or agents of such Trust, or any other series of the Trust but only the property and assets of the relevant series Trust shall be bound. | ||||
[Signature Page to Amendment No. 1]
| BABSON CAPITAL GLOBAL LOANS LIMITED, as a Lender By: Babson Capital Management LLC as Sub-Investment Manager | ||
| By: | /s/ Michael J. Fey | |
| Name: Michael J. Fey | ||
| Title: Director | ||
[Signature Page to Amendment No. 1]
| Name of Lender:
NewMark Capital Funding 2013-1 CLO, Ltd. By: NewMark Capital LLC., its Collateral Manager | ||
| By: | /s/ Mark Gold | |
| Name: Mark Gold | ||
| Title: Ceo | ||
[Signature Page to Amendment No. 1]
| Name of Lender:
NewMark Capital Funding 2014-2 CLO, Ltd. By: NewMark Capital LLC., its Collateral Manager | ||
| By: | /s/ Mark Gold | |
| Name: Mark Gold | ||
| Title: Ceo | ||
[Signature Page to Amendment No. 1]
| Centerbridge Credit Partners Offshore Intermediate II, L.P., as a Lender | ||
| By: | /s/ Aleksandra Markovic | |
| Name: Aleksandra Markovic | ||
| Title: Authorized Signatory | ||
| Centerbridge Credit Partners TE Intermediate I, LP, as a Lender | ||
| By: | /s/ Aleksandra Markovic | |
| Name: Aleksandra Markovic | ||
| Title: Authorized Signatory | ||
| Centerbridge Credit L.P., as a Lender | ||
| By: | /s/ Aleksandra Markovic | |
| Name: Aleksandra Markovic | ||
| Title: Authorized Signatory | ||
[Signature Page to Amendment No. 1]
| AMERICAN HIGH-INCOME TRUST, as a Lender
By: Capital Research and Management Company, for and on behalf of American High-Income Trust | ||
| By: | /s/ Kenneth R. Gorvetzian | |
| Name: Kenneth R. Gorvetzian | ||
| Title: Authorized Signatory | ||
[Signature Page to Amendment No. 1]
| THE INCOME FUND OF AMERICA, as a Lender
By: Capital Research and Management Company, for and on behalf of The Income Fund of America | ||
| By: | /s/ Kenneth R. Gorvetzian | |
| Name: Kenneth R. Gorvetzian | ||
| Title: Authorized Signatory | ||
[Signature Page to Amendment No. 1]
| Aurelius Capital Master, Ltd.
By: Aurelius Capital Management, LP, solely as investment manager and not in its individual capacity | ||
| By: | /s/ Dan Gropper | |
| Name: Dan Gropper | ||
| Title: Managing Director | ||
[Signature Page to Amendment No. 1]
| ACP Master, Ltd.
By: Aurelius Capital Management, LP, solely as investment manager and not in its individual capacity | ||
| By: | /s/ Dan Gropper | |
| Name: Dan Gropper | ||
| Title: Managing Director | ||
[Signature Page to Amendment No. 1]
| MONARCH MASTER FUNDING LTD
By: Monarch Alternative Capital LP, as investment manager | ||
| By: | /s/ Broger Schmitz | |
| Name: Broger Schmitz | ||
| Title: Managing Principal | ||
[Signature Page to Amendment No. 1]
| WHITEBOX ASYMMETRIC PARTNERS, LP | ||||
| By: | /s/ Mark M. Strefling | |||
| Name: | MARK M. STREFLING | Partner | |||
| Title: | General Counsel and Chief Operating Officer Whitebox Advisors LLC | |||
| WHITEBOX RELATIVE VALUE PARTNERS, LP | ||||
| By: | /s/ Mark M. Strefling | |||
| Name: | MARK M. STREFLING | Partner | |||
| Title: | General Counsel and Chief Operating Officer Whitebox Advisors LLC | |||
| WHITEBOX CREDIT PARTNERS, LP | ||||
| By: | /s/ Mark M. Strefling | |||
| Name: | MARK M. STREFLING | Partner | |||
| Title: | General Counsel and Chief Operating Officer Whitebox Advisors LLC | |||
| WHITEBOX SPECIAL OPPORTUNITIES FUND LP SERIES O | ||||
| By | /s/ Mark M. Strefling | |||
| Name: | MARK M. STREFLING | Partner | |||
| Title: | General Counsel and Chief Operating Officer Whitebox Advisors LLC | |||
| WHITEBOX KFA ADVANTAGE, LLC | ||||
| By: | /s/ Mark M. Strefling | |||
| Name: | MARK M. STREFLING | Partner | |||
| Title: | General Counsel and Chief Operating Officer Whitebox Advisors LLC | |||
[Signature Page to Amendment No. 1]
| WHITEBOX MULTI-STRATEGY PARTNERS, LP | ||||
| By: | /s/ Mark M. Strefling | |||
| Name: | MARK M. STREFLING | Partner | |||
| Title: | General Counsel and Chief Operating Officer Whitebox Advisors LLC | |||
| WHITEBOX INSTITUTIONAL PARTNERS, LP | ||||
| By: | /s/ Mark M. Strefling | |||
| Name: | MARK M. STREFLING | Partner | |||
| Title: | General Counsel and Chief Operating Officer Whitebox Advisors LLC | |||
| PANDORA SELECT PARTNERS, LP | ||||
| By: | /s/ Mark M. Strefling | |||
| Name: | MARK M. STREFLING | Partner | |||
| Title: | General Counsel and Chief Operating Officer Whitebox Advisors LLC | |||
[Signature Page to Amendment No. 1]
