***Adopted***

AMENDMENT No. 1 TO AMENDMENT No. 1 PROPOSED TO

Amend by striking lines 1838 through 1846 and insert in lieu thereof the following:

(ii) The transaction giving rise to the interest expenses and costs or intangible expenses and costs between the taxpayer and related member was done primarily for a valid business purpose other than the avoidance of taxes, and the related member is not primarily engaged in the acquisition, use, maintenance or management, ownership, sale, exchange or any other disposition of intangible property.