[EXECUTION COPY]
FIRST AMENDMENT
THIS FIRST AMENDMENT, dated as of March 30, 1999 (this "AMENDMENT"), is
among IQI, INC., a New York corporation (the "BORROWER"), AEGIS
COMMUNICATIONS GROUP, INC., a Delaware corporation, ("AEGIS") and the Lenders
(as defined below) signatories hereto.
W I T N E S S E T H:
WHEREAS, the Borrower, Aegis, certain financial institutions from time
to time parties thereto (collectively, the "LENDERS"), Credit Suisse First
Boston, as Syndication Agent and The Bank of Nova Scotia, as Documentation
Agent and Administrative Agent for the Lenders are parties to the Second
Amended and Restated Credit Agreement, dated as of July 9, 1998 (as further
amended, supplemented or otherwise modified prior to the date hereof, the
"EXISTING CREDIT AGREEMENT");
WHEREAS, the Borrower has requested that the Lenders amend the Existing
Credit Agreement in certain respects as described below; and
WHEREAS, the Lenders have agreed, subject to the terms and conditions
set forth herein, to amend the Existing Credit Agreement, as set forth below
(the Existing Credit Agreement, as amended by this Amendment, being referred
to as the "CREDIT AGREEMENT");
NOW, THEREFORE, in consideration of the agreements herein contained, and
for other valuable consideration receipt of which is hereby acknowledged, the
parties hereto hereby agree as follows.
PART I
DEFINITIONS
SUBPART 1.1. CERTAIN DEFINITIONS. Unless otherwise defined herein or
the context otherwise requires, terms used in this Amendment, including its
preamble and recitals, have the following meanings (such meanings to be
equally applicable to the singular and plural forms thereof):
"AEGIS" is defined in the PREAMBLE.
"AMENDMENT" is defined in the PREAMBLE.
"BORROWER" is defined in the PREAMBLE.
"CREDIT AGREEMENT" is defined in the THIRD RECITAL.
"EXISTING CREDIT AGREEMENT" is defined in the FIRST RECITAL.
"FIRST AMENDMENT EFFECTIVE DATE" is defined in SUBPART 3.1.
SUBPART 1.2. OTHER DEFINITIONS. Unless otherwise defined herein or the
context otherwise requires, terms used in this Amendment, including its
preamble and recitals, have the meanings provided in the Existing Credit
Agreement.
PART II
AMENDMENTS TO THE
EXISTING CREDIT AGREEMENT
Effective on (and subject to the occurrence of) the First Amendment
Effective Date, the Existing Credit Agreement is hereby amended in accordance
with this Part.
SUBPART 2.1. AMENDMENTS TO ARTICLE I. Article I of the Existing Credit
Agreement is hereby amended as set forth in SUBPARTS 2.1.1 through 2.1.3.
SUBPART 2.1.1. Section 1.1 of the Existing Credit Agreement is hereby
amended by inserting the following definitions in such Section in the
appropriate alphabetical sequence:
"EBITDA COMPLIANCE CERTIFICATE" means a certificate duly completed
and executed by an Authorized Officer of Aegis and of the Borrower,
substantially in the form of EXHIBIT F-2 hereto.
"FIRST AMENDMENT" means the First Amendment, dated as of March 30,
1999, among the Borrower, Aegis and the Lenders party thereto.
"FIRST AMENDMENT EFFECTIVE DATE" is defined in Subpart 3.1 of the
First Amendment.
SUBPART 2.1.2. The following defined terms appearing in Section 1.1 of
the Existing Credit Agreement are hereby amended as set forth below:
"APPLICABLE MARGIN" means at all times during the applicable periods set
forth below,
(a) prior to the First Amendment Effective Date, the rate calculated
in accordance with this Agreement as in effect immediately prior to the
First Amendment Effective Date; and
(b) from and after the First Amendment Effective Date, with respect to
the unpaid principal amount of a particular Loan, the applicable percentage
per annum set forth below under the corresponding column:
FOR REVOLVING LOANS
Applicable Margin for Applicable Margin for
Debt to EBITDA Ratio Base Rate Loans LIBO Rate Loans
-------------------- --------------------- -----------------------
2.00% 3.00%
greater than or equal to 4.5:1
1.75% 2.75%
greater than or equal to 4.0:1
and less than 4.5:1
1.50% 2.50%
greater than or equal to 3.5:1
and less than 4.0:1
1.25% 2.25%
greater than or equal to 3.0:1
and less than 3.5:1
1.00% 2.00%
greater than or equal to 2.5:1
and less than 3.0:1
0.75% 1.75%
greater than or equal to 2.0:1
and less than 2.5:1
0.50% 1.50%
less than 2.0:1
FOR TERM LOANS
Applicable Margin for Applicable Margin for
Debt to EBITDA Ratio Base Rate Loans LIBO Rate Loans
-------------------- --------------------- -----------------------
2.50% 3.50%
greater than or equal to 4.5:1
2.25% 3.25%
greater than or equal to 4.0:1
and less than 4.5:1
2.00% 3.00%
greater than or equal to 3.5
and less than 4.0:1
1.75% 2.75%
less than 3.5:1
The Debt to EBITDA Ratio used to compute the Applicable Margin for
Revolving Loans and Term Loans shall be the Debt to EBITDA Ratio set forth in
the Compliance Certificate most recently delivered by the Borrower to the
Administrative Agent pursuant to CLAUSE (c) of SECTION 7.1.1; changes in the
Applicable Margin for Revolving Loans and Term Loans resulting from a change
in the Debt to EBITDA Ratio shall become effective upon delivery by the
Borrower to the Administrative Agent of a new Compliance Certificate pursuant
to CLAUSE (c) of SECTION 7.1.1. If the Borrower shall fail to deliver a
Compliance Certificate within the number of days after the end of any Fiscal
Quarter as required pursuant to CLAUSE (c) of SECTION 7.1.1 (without giving
effect to any grace period), the Applicable Margin for Revolving Loans and
Term Loans from and including the first day after the date on which such
Compliance Certificate was required to be delivered to but not including the
date the Borrower delivers to the Administrative Agent a Compliance
Certificate shall conclusively equal the highest Applicable Margin for
Revolving Loans and Term Loans, respectively, set forth above.
"EBITDA" means (subject to the PROVISO below), for any applicable
period, the sum (without duplication) of
(a) Net Income,
PLUS
(b) the amount deducted, in determining Net Income, representing
amortization,
PLUS
(c) the amount deducted, in determining Net Income, of all income
taxes (whether paid or deferred) of Aegis and its Subsidiaries,
PLUS
(d) Interest Expense,
PLUS
(e) the amount deducted, in determining Net Income, representing
depreciation of assets,
PLUS
(f) the amount deducted, in determining Net Income, representing fees
and expenses actually paid in connection with the Transaction of not more
than $4,000,000,
PLUS
(g) the amount deducted, in determining Net Income, representing
non-recurring restructuring expenses incurred by Aegis of not more than
$12,000,000 resulting from the Transaction.
PLUS
(h) to the extent the Parent is required to make the Aegis Capital
Contribution (as defined in the Aegis Capital Contribution Agreement), the
amount of all charges and expenses deducted, in determining Net Income,
arising in connection with the settlement of the litigation captioned KERS
& COMPANY V. ATC COMMUNICATIONS GROUP, INC.
Notwithstanding the foregoing, the amendment fees payable pursuant to
Subpart 3.1.6 of the First Amendment shall not be included in the calculation
of EBITDA.
SUBPART 2.1.3. Section 1.1 of the Existing Credit Agreement is hereby
further amended by deleting "25%" and replacing it with "32.5%" in clause (a)
of the definition of "Change in Control".
SUBPART 2.2. AMENDMENT TO ARTICLE III. Article III of the Existing
Credit Agreement are hereby amended in accordance with SUBPARTS 2.2.1 and
2.2.2.
SUBPART 2.2.1. Clause (g) of Section 3.1.1 of the Existing Credit
Agreement is hereby amended by replacing the words "in the full amount" with
"in an amount equal to 50%".
SUBPART 2.2.2. Section 3.1.2 of the Existing Credit Agreement is hereby
amended in its entirety to read as follows:
SECTION 3.1.2. APPLICATION. Subject to the following sentence, each
prepayment or repayment of the principal of the Loans shall be applied, to
the extent of such prepayment or repayment, FIRST, to the principal amount
thereof being maintained as Base Rate Loans, and SECOND, to the principal
amount thereof being maintained as LIBO Rate Loans. Mandatory payments
pursuant to CLAUSES (c), (d) and (g) of SECTION 3.1.1 shall be applied, to
the extent of such prepayment, FIRST, to the outstanding principal amount
of Term Loans (in inverse order among the scheduled repayments in CLAUSE
(f) of SECTION 3.1.1) until paid in full, and then, to a permanent
reduction in the Revolving Loan Commitment Amount.
SUBPART 2.3. AMENDMENT TO ARTICLE VII. Article VII of the Existing Credit
Agreement are hereby amended in accordance with SUBPARTS 2.3.1 through 2.3.5.
SUBPART 2.3.1. Clause (c) of Section 7.1.1 of the Existing Credit is
amended in its
entirety to read as follows:
"(c) (i) together with the delivery of the financial
information required pursuant to CLAUSES (a) and (b) above, a
Compliance Certificate executed by the chief financial or
accounting Authorized Officer of Aegis and the Borrower, showing
(in reasonable detail and with appropriate calculations and
computations in all respects satisfactory to the Administrative
Agent) compliance with the financial covenants set forth in
SECTION 7.2.4 (excluding CLAUSE (e)) and (ii) as soon as available
and in any event within 20 days after the end of the applicable
month, Aegis will deliver an EBITDA Compliance Certificate,
executed by an Authorized Officer of Aegis and of the Borrower,
showing (in reasonable detail and with appropriate calculations
and computations in all respects satisfactory to the
Administrative Agent) compliance with the financial covenant set
forth in CLAUSE (e) of SECTION 7.2.4.
SUBPART 2.3.2. Clauses (b), (c) and (d) of Section 7.2.4 of the Existing
Credit Agreement are hereby amended in their entirety to read as follows:
"(b) DEBT TO EBITDA RATIO. Aegis will not permit the Debt to
EBITDA Ratio as of the end of any Fiscal Quarter occurring during any
period set forth below to be greater than the ratio set forth opposite
such period:
Debt to
Period EBITDA Ratio
------ ------------
Effective Date through 12/31/98 3.75: 1.00
01/01/99 through 03/31/99 4.40: 1.00
04/01/99 through 06/30/99 4.90: 1.00
07/01/99 through 09/30/99 4.50: 1.00
10/01/99 through 12/31/99 3.00: 1.00
01/01/00 through 03/31/00 2.75: 1.00
04/01/00 through 06/30/00 2.50: 1.00
07/01/00 through 09/30/00 2.25: 1.00
10/01/00 and thereafter 2.00: 1.00
(c) INTEREST COVERAGE RATIO. Aegis will not permit the
Interest Coverage Ratio as of the end of any Fiscal Quarter
occurring during any period set forth below to be less than the
ratio set forth opposite such period:
INTEREST
PERIOD COVERAGE RATIO
------ --------------
Effective Date through 12/31/98 2.50: 1.00
01/01/99 through 03/30/99 2.35: 1.00
04/01/99 through 06/30/99 2.05: 1.00
07/01/99 through 09/30/99 2.30: 1.00
10/01/99 through 12/31/99 3.50: 1.00
01/01/00 through 03/31/00 3.75: 1.00
04/01/00 through 06/30/00 4.00: 1.00
07/01/00 through 09/30/00 4.25: 1.00
10/01/00 and thereafter 4.50: 1.00
(d) CASH FLOW COVERAGE RATIO. Aegis will not permit the Cash
Flow Coverage Ratio as of the end of any Fiscal Quarter occurring
during any period set forth below to be less than the ratio set forth
opposite such period:
Cash Flow
Period Coverage Ratio
------ --------------
Effective Date through 12/31/98 0.35: 1.00
01/01/99 through 09/30/99 0.00: 1.00
10/01/99 through 12/31/99 1.50: 1.00
01/01/00 through 03/31/00 1.75: 1.00
04/01/00 through 06/30/00 2.00: 1.00
07/01/00 through 09/30/00 2.25: 1.00
10/01/00 and thereafter 2.50: 1.00"
SUBPART 2.3.3. Section 7.2.4 of the Existing Credit Agreement is hereby
further amended by adding a new clause (e) at the end thereof to read as
follows:
"(e) MINIMUM EBITDA. Aegis will not permit EBITDA as of the
end of any period set forth below to be less than the amount set
forth opposite such period:
Period EBITDA
------ ------------
Three months ending March 31, 1999 $ 400,000
Four months ending April 30, 1999 $ 1,500,000
Five months ending May 31, 1999 $ 2,900,000
Six months ending June 30, 1999 $ 4,100,000
Seven months ending July 31, 1999 $ 6,100,000
Eight months ending August 31, 1999 $ 8,800,000
Nine months ending September 30, 1999 $ 11,800,000
Ten months ending October 31, 1999 $ 14,900,000
Eleven months ending November 30, 1999 $ 17,400,000
Twelve months ending December 31, 1999 $ 20,100,000"
SUBPART 2.3.4. Section 7.2.7 of the Existing Credit Agreement is
amended in its entirety to read as follows:
"SECTION 7.2.7. CAPITAL EXPENDITURES, ETC. Neither Aegis nor the
Borrower will, nor will either permit any of their respective
Subsidiaries to, make or commit to make Capital Expenditures in any
period or Fiscal Year which aggregate in excess of the amount set forth
below opposite such period or Fiscal Year:
1998 Fiscal Year $14,750,000
Three months ending March 31, 1999 $ 4,000,000
Six months ending June 30, 1999 $ 7,100,000
Nine months ending September 30, 1999 $10,000,000
Twelve months ending December 31, 1999 $10,500,000
2000 Fiscal Year $18,750,000
2001 Fiscal Year $22,000,000
2002 Fiscal Year $23,750,000
2003 Fiscal Year $28,000,000;
PROVIDED, HOWEVER, that commencing with the 1999 Fiscal Year and
thereafter (i) to the extent Capital Expenditures are made or committed
to be made in any Fiscal Year in an amount less than the maximum amount
permitted for such Fiscal Year, the Capital Expenditures which Aegis or
the Borrower or any of their respective Subsidiaries may make or commit
to make in the next following Fiscal Year shall be increased by 50% of
the amount of the permitted Capital Expenditures not so made or
committed to be made in the immediately preceding Fiscal Year (the
"CARRY-FORWARD AMOUNT"), but no further carry forward of such
Carry-Forward Amount to any other succeeding Fiscal Year shall be
permitted and (ii) no portion of any Carry-Forward Amount shall be used
in any Fiscal Year until the entire amount of the Capital Expenditures
permitted to be made or committed to be made in such Fiscal Year shall
have been used."
SUBPART 2.3.5. Section 7.2.10 of the Existing Credit Agreement is hereby
amended by deleting "50%" in such Section and replacing it with "100%".
SUBPART 2.4. AMENDMENTS TO EXHIBITS. Exhibit F of the Existing Credit
Agreement is hereby renamed Exhibit F-1 and a new Exhibit F-2 is added thereto
in the form of EXHIBIT F-2 to this Amendment. The Compliance Certificate is
hereby amended to the extent necessary to give effect to the modifications set
forth in this Amendment.
PART III
CONDITIONS TO EFFECTIVENESS
SUBPART 3.1. EFFECTIVE DATE AND CONDITIONS. This Amendment shall
become effective on the date first above written (the "FIRST AMENDMENT
EFFECTIVE DATE") when each of the conditions set forth in this Part have been
satisfied.
SUBPART 3.1.1. RESOLUTIONS, ETC. The Administrative Agent shall have
received from Aegis and from the Borrower a certificate, dated the First
Amendment Effective Date, in form and substance satisfactory to the
Administrative Agent, of its Secretary or Assistant Secretary as to (a)
resolutions of its Board of Directors then in full force and effect
authorizing the execution, delivery and performance of this Amendment and
each other Loan Document to be executed by it; and (b) the incumbency and
signatures of those of its officers authorized to act with respect to this
Amendment and each other Loan Document executed by it, upon which certificate
each Lender may conclusively rely until it shall have received a further
certificate of the Secretary or Assistant Secretary of the Borrower canceling
or amending such prior certificate.
SUBPART 3.1.2. EXECUTION OF COUNTERPARTS. The Administrative Agent
shall have received counterparts of this Amendment duly executed and
delivered on behalf of the Borrower, Aegis and the Lenders.
SUBPART 3.1.3. CAPITAL CONTRIBUTION. The Administrative Agent shall
have received a certificate, substantially in the form of EXHIBIT A hereto,
dated as of the First Amendment Effective Date, duly executed by an
Authorized Officer of the Borrower, in which the Borrower certifies that it
has received a cash capital contribution of at least $5,666,667 from the
Parent, and the terms and conditions of such capital contribution shall be
satisfactory to the Administrative Agent.
SUBPART 3.1.4. AMENDMENT TO SIDE LETTER. The Administrative Agent
shall have received an amendment to the Confidential Side Letter, dated as of
July 1, 1998, executed and delivered by The Bank of Nova Scotia, Credit
Suisse First Boston and the Borrower.
SUBPART 3.1.5. LENDER ASSIGNMENT. The Administrative Agent will have
received executed counterparts of a Lender Assignment Agreement whereby The
Bank of Nova Scotia will assign, in accordance with Section 11.11.1 of the
Credit Agreement, $1,335,714.36 of its Term Loans to Credit Suisse First
Boston.
SUBPART 3.1.6. AMENDMENT FEE. The Administrative Agent shall have
received an amendment fee in the amount of $305,000, such amount to be for
the account of each Lender as set forth below:
The Bank of Nova Scotia $182,875.45
Credit Suisse First Boston $122,124.55
SUBPART 3.1.7. AFFIRMATION AND CONSENT. The Administrative Agent shall
have
received an affirmation and consent, in form and substance satisfactory to
it, duly executed and delivered by each Obligor other than Aegis and the
Borrower.
SUBPART 3.1.8. LEGAL DETAILS, ETC. All documents executed or submitted
pursuant hereto shall be satisfactory in form and substance to the
Administrative Agent and its counsel. The Administrative Agent and its
counsel shall have received all information, and such counterpart originals
or such certified or other copies of such materials, as the Administrative
Agent or its counsel may reasonably request. All legal matters incident to
the transactions contemplated by this Amendment shall be satisfactory to the
Administrative Agent and its counsel.
PART IV
MISCELLANEOUS PROVISIONS
SUBPART 4.1. CROSS-REFERENCES. References in this Amendment to any
Subpart are, unless otherwise specified, to such Subpart of this Amendment.
References in this Amendment to any Article or Section are, unless otherwise
specified, to such Article or Section of the Credit Agreement.
SUBPART 4.2. LOAN DOCUMENT PURSUANT TO EXISTING CREDIT AGREEMENT. This
Amendment is a Loan Document executed pursuant to the Existing Credit
Agreement and shall (unless otherwise expressly indicated therein) be
construed, administered and applied in accordance with the terms and
provisions of the Existing Credit Agreement, including Article X thereof.
SUBPART 4.3. SUCCESSORS AND ASSIGNS. This Amendment shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns.
SUBPART 4.4. FULL FORCE AND EFFECT; LIMITED AMENDMENT. Except as
expressly amended hereby, all of the representations, warranties, terms,
covenants, conditions and other provisions of the Existing Credit Agreement
and the Loan Documents shall remain unamended and shall continue to be, and
shall remain, in full force and effect in accordance with their respective
terms. The amendments set forth herein shall be limited precisely as
provided for herein to the provisions expressly amended and waived herein and
shall not be deemed to be an amendment to, waiver of, consent to or
modification of any other term or provision of the Existing Credit Agreement,
any other Loan Document referred to therein or herein or of any transaction
or further or future action on the part of the Borrower or any Obligor which
would require the consent of the Lenders under the Existing Credit Agreement
or any of the Loan Documents.
SUBPART 4.5. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE
OF NEW YORK.
SUBPART 4.6. PAYMENT OF FEES AND EXPENSES. Each of Aegis and the
Borrower hereby agrees to pay and reimburse the Administrative Agent for all
its reasonable fees and expenses incurred in connection with the negotiation,
preparation, execution and delivery of this Amendment and related documents,
including all reasonable fees and disbursements of counsel to the
Administrative Agent.
SUBPART 4.7. EXECUTION IN COUNTERPARTS. This Amendment may be executed
in any number of counterparts by the parties hereto, each of which
counterparts when so executed shall be an original, but all the counterparts
shall together constitute one and the same agreement.
SUBPART 4.8. DELIVERY OF FINANCIAL STATEMENTS. Notwithstanding anything
to the contrary contained in the Credit Agreement, each party hereto agrees that
the financial statements and Compliance Certificate for the Fiscal Year ended
December 31, 1998, to be delivered pursuant to clause (b) and clause (c) of
Section 7.1.1 of the Credit Agreement shall be delivered by April 2, 1999.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers hereunto duly authorized as of the day
and year first above written.
IQI, INC.
By:__________________________
Title:
AEGIS COMMUNICATIONS GROUP, INC.
By:__________________________
Title:
THE BANK OF NOVA SCOTIA
By:__________________________
Title:
CREDIT SUISSE FIRST BOSTON
By:__________________________
Title:
By:__________________________
Title:
EXHIBIT F-2
COMPLIANCE CERTIFICATE
To: Each of the Lenders
(as defined below)
-and-
The Bank of Nova Scotia,
as Administrative Agent
Xxx Xxxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx Xxxx
IQI, INC.
Gentlemen:
This Compliance Certificate is being delivered pursuant to clause
(c)(ii) of Section 7.1.1 of the Second Amended and Restated Credit Agreement,
dated as of July 9, 1998 (together with all amendments and other
modifications, if any, from time to time thereafter made thereto, the "CREDIT
AGREEMENT"), among IQI, Inc., as the Borrower, Aegis Communications Group,
Inc., as a Guarantor, The Bank of Nova Scotia, as Administrative Agent and
Documentation Agent, Credit Suisse First Boston, as Syndication Agent, and
the Lenders. Unless otherwise defined herein or the context otherwise
requires, terms used herein and on the attached schedules have the meanings
provided in the Credit Agreement.
The Borrower hereby certifies, represents and warrants that as of
_________ __, 1999 (the "COMPUTATION DATE") EBITDA, for the period from
January 1, 1999 through _________, __, 1999 (the "CALCULATION PERIOD") as
computed on ATTACHMENT 1 hereto was $__________. The minimum EBITDA required
pursuant to clause (e) of Section 7.2.4 of the Credit Agreement was
$_____________. Therefore, the Borrower [is][is not] in compliance with
clause (e) of Section 7.2.4 of the Credit Agreement.
IN WITNESS WHEREOF, the undersigned have caused this EBITDA Compliance
Certificate to be executed and delivered as of __________ __, 1999.
IQI, INC.
By:__________________________
Title:
AEGIS COMMUNICATIONS GROUP, INC.
By:__________________________
Title:
ATTACHMENT 1
(to __/__/99 EBITDA
Compliance Certificate)
MINIMUM EBITDA
(on ___________ __, 1999)
I. *EBITDA: For the Calculation Period, the sum (without
duplication) of:
A. Net Income (the net income of Aegis and its $_________
Subsidiaries for the Calculation Period)
B. The amount deducted for the Calculation Period, in $_________
determining Net Income, representing amortization
C. The amount deducted for the Calculation Period, in $_________
determining Net Income, of all income taxes (whether
paid or deferred) of Aegis and its Subsidiaries
D. The amount deducted for the Calculation Period in $_________
determining Net Income, representing Interest Expense
E. The amount deducted in determining Net Income, $_________
representing depreciation of assets
F. The amount deducted in determining Net Income, $_________
representing fees and expenses actually paid in
connection with the Transaction of not more than
$4,000,000.
G. The amount deducted in determining Net Income, $_________
representing non-recurring restructuring expenses
incurred by Aegis of not more than $12,000,000
H. To the extent the Parent is required to make the Aegis $_________
Capital Contribution (as defined in the Aegis Capital
Contribution Agreement), the amount of all charges and
expenses deducted, in determining Net Income, arising
in connection with the settlement of the litigation
captioned KERS & COMPANY V. ATC COMMUNICATIONS GROUP,
INC.,
I. EBITDA: The sum of ITEMS A through H $_________
---------------------
* Excluding the amendment fees payable pursuant to Subpart 3.1.6 of the First
Amendment.
