Exhibit 10.1


    

      Exhibit
        10.1

       

      Execution
        Version

      FIRST
        AMENDMENT

      


      FIRST
        AMENDMENT dated as of March 6, 2007 (“Amendment”),
        among
        CROWN CASTLE INTERNATIONAL CORP., a Delaware corporation ("Holdings"),
        CROWN
        CASTLE OPERATING COMPANY, a Delaware corporation (the "Borrower"),
        the
        Subsidiary Guarantors (as defined in the Credit Agreement (as defined below)),
        the Lenders (as defined in the Credit Agreement) party hereto and THE ROYAL
        BANK
        OF SCOTLAND PLC, as administrative agent (the "Administrative
        Agent"),
        to that
        certain Credit Agreement, dated as of January 9, 2007 (as amended, amended
        and
        restated, supplemented, restated, replaced, refinanced or otherwise modified
        from time to time, the “Credit
        Agreement”),
        among
        Holdings, the Borrower, the Subsidiary Guarantors from time to time party
        thereto, the Lenders from time to time party thereto and the Administrative
        Agent.

      


      W
        I T
        N E S S E T H
        :

      


      WHEREAS,
        the Borrower has requested that the Lenders and the Administrative Agent
        amend
        the Credit Agreement in the manner set forth herein.

      


      NOW,
        THEREFORE, the parties hereto hereby agree as follows:

      


      1.
        Defined
        Terms.
        Terms
        defined in the Credit Agreement and not otherwise defined herein are used
        herein
        as therein defined.

      


      2.
        Amendment.

      


      (a) Clause
        (a) of the definition of "Applicable Margin" in Section 1.1 of the Credit
        Agreement hereby is amended and restated in its entirety to read as
        follows:

      


      (a)
        with
        respect to Revolving Loans (i) 0.625% for Revolving Loans maintained as ABR
        Loans and (ii)1.625% for Revolving Loans maintained as Eurodollar Loans;
        provided
        that, on
        and after the first Adjustment Date (as defined in the Pricing Grid) occurring
        after the completion of one full fiscal quarter of Holdings, the Applicable
        Margin with respect to Revolving Loans and Swingline Loans will be determined
        pursuant to the Pricing Grid; and

      


      (b) Clause
        (b) of Section 1.2 of the Credit Agreement is hereby amended by (i) deleting
        the
        text "and" immediately preceding subclause (v) of such clause (b) and
        substituting the text "," therefor and (ii) inserting the following text
        immediately prior to the period at the end of such clause (b):

      


      "and
        (vi)
        upon the termination of all Revolving Commitments pursuant to Section 2.7
        or
        Section 2.9, references to Section 7.1 or any clause or provision thereof
        shall
        cease to be of any force or effect hereunder or thereunder"


      
        
          
          

        

        
          -
            1
            -

          
            

          

        

        
          
          

        

      


      (c) Clause
        (b)(ii) of Section 2.23 of the Credit Agreement hereby is amended and restated
        in its entirety to read as follows:

      


      "(ii) [Intentionally
        Omitted]."

      


      (d) Section
        7.1 of the Credit Agreement hereby is amended and restated in its entirety
        to
        read as follows:

      


      "7.1 Financial
        Condition Covenants.

       

       

      (a) Consolidated
        Leverage Ratio.
        Until
        such time as all Revolving Commitments shall have been terminated pursuant
        to
        Section 2.7 or Section 2.9, permit the Consolidated Leverage Ratio determined
        as
        of the last day of any fiscal quarter of the Borrower ending during any period
        set forth below to exceed the ratio set forth below opposite such
        period:

       

      
        	
                Period

              	
                Consolidated
                  Leverage Ratio

              
	
                through
                  03/31/08

              	
                9.25
                  to 1.00

              
	
                04/01/08
                  and thereafter

              	
                8.25
                  to 1.00

              


      

       

      (b) Consolidated
        Interest Coverage Ratio.
        Until
        such time as all Revolving Commitments shall have been terminated pursuant
        to
        Section 2.7 or Section 2.9, permit the Consolidated Interest Coverage Ratio
        determined as of the last day of any fiscal quarter ending during any period
        set
        forth below to be less than the ratio set forth below opposite such
        period:

       

      
        	
                Period

              	
                 Consolidated
                  Interest Coverage Ratio

              
	
                through
                  12/31/07

              	
                1.75
                  to 1.00

              
	
                01/01/08
                  and thereafter

              	
                2.00
                  to 1.00

              


      

      


      (c) Securitization
        DSCR.
        Until
        such time as all Revolving Commitments shall have been terminated pursuant
        to
        Section 2.7 or Section 2.9, permit (i) the Tower Securitization DSCR determined
        as of the last day of any fiscal quarter to be less than 2.00 to 1.00, (ii)
        upon
        and after consummation of the Global Signal Acquisition, the Global Signal
        2004
        Securitization DSCR determined as of the last day of any fiscal quarter to
        be
        less than 1.75 to 1.00 and (iii) upon and after consummation of the Global
        Signal Acquisition, the Global Signal 2006 Securitization DSCR determined
        as of
        the last day of any fiscal quarter to be less than 1.75 to
        1.00."


      
        
          
          

        

        
          -
            2
            -

          
            

          

        

        
          
          

        

      


      


      (e) Section
        7.2(m) of the Credit Agreement hereby is amended and restated in its entirety
        to
        read as follows:

      


      

        "(m) Indebtedness
          incurred by (i) the Tower Notes Guarantor, the Issuer Entity or any of
          their
          respective Subsidiaries in the form of (A) Permitted Indebtedness (as that
          term
          is defined in the Tower Notes Indenture) and (B) Additional Tower Notes
          so long
          as (1) all proceeds of the issuance of such Additional Tower Notes, net
          of
          reasonable and customary costs and expenses of issuance, are deposited
          immediately into the Collection Account, and (2) the Borrower makes any
          mandatory prepayment of the Loans required pursuant to Section 2.9(a) in
          connection therewith and (ii) upon and after consummation of the Global
          Signal
          Acquisition, the Global Signal 2004 Borrowers, the Global Signal 2004 Guarantor,
          the Global Signal 2006 Borrowers, the Global Signal 2006 Guarantor or any
          of
          their respective Subsidiaries in the form of Permitted Indebtedness (as
          that
          term is defined in the Global Signal 2004 Loan Agreement and Global Signal
          2006
          Loan Agreement, as applicable); provided
          that, in
          each case, the Consolidated Leverage Ratio (calculated on a pro forma basis
          as
          of the most recently completed fiscal quarter) is not greater than (x)
          9.25 to
          1.00, if such Indebtedness is incurred on or prior to March 31, 2008 and
          (y)
          8.25 to 1.00, if such Indebtedness is incurred after March 31,
          2008;"

         

      

      (f) Section
        7.2(p) of the Credit Agreement hereby is amended and restated in its entirety
        to
        read as follows:

      


      

        "(p) other
          Indebtedness incurred by Holdings or any of its Subsidiaries (other than
          the
          Borrower or any of its Subsidiaries); provided
          that (i)
          no Default or Event of Default shall have occurred and be continuing or
          would
          result therefrom and (ii) the Consolidated Leverage Ratio (calculated on
          a pro
          forma basis as of the most recently completed fiscal quarter) is not greater
          than (x) 9.25 to 1.00, if such Indebtedness is incurred on or prior to
          March 31,
          2008 and (y) 8.25 to 1.00, if such Indebtedness is incurred after March
          31,
          2008; and"

         

      

      (g) Annex
        A
        to the Credit Agreement hereby is deleted and replaced with Annex
        A
        hereto.

      


      3.
        Effectiveness
        of Amendment.
        This
        Amendment shall become effective as of the date hereof (the “Effective
        Date”)
        when:

      


      (a)
        all
        of the Revolving Lenders, the Major Facility Lenders with respect to the
        Term
        Loan Facility and the Required Lenders have duly executed and delivered a
        counterpart of this Amendment and Holdings, the Borrower and the Subsidiary
        Guarantors have delivered duly executed counterparts of this Amendment to
        the
        Administrative Agent;


      
        
          
          

        

        
          -
            3
            -

          
            

          

        

        
          
          

        

      


      (b)
        all
        conditions precedent to (i) the Amendment to Term Loan Joinder, dated as
        of the
        date hereof among Holdings, the Borrower, the Subsidiary Guarantors, the
        Tranche
        B Lenders (as defined therein) and the Administrative Agent and (ii) the
        Term
        Loan Joinder, dated as of the date hereof, among Holdings, the Borrower,
        the
        Subsidiary Guarantors, the Tranche B Lenders (as defined therein) and the
        Administrative Agent shall have been met (in each case, other than any condition
        precedent that this Amendment shall have become effective); and

      


      (c)
        the
        Administrative Agent has received payment from the Borrower for any and all
        fees, costs and expenses (including those of legal counsel) relating to the
        Credit Agreement and this Amendment.

      


      4.
        Representations
        and Warranties.
        As of
        the Effective Date, before and after giving effect to this Amendment, each
        of
        the Borrower and the other Loan Parties hereby represents and warrants to
        the
        Administrative Agent and each Lender that:

      


      (a)
        each
        Loan Party has the corporate power and authority, and the legal right, to
        make,
        deliver and perform this Amendment and each Loan Party has taken all necessary
        corporate action to authorize the execution, delivery and performance of
        this
        Amendment. No material consent or authorization of, filing with, notice to
        or
        other act by or in respect of, any Governmental Authority (including without
        limitation, the FCC, the FAA or any other Licensing Authority) or any other
        Person is required with the execution, delivery, performance, validity or
        enforceability of this Amendment which has not been obtained; 

      


      (b)
        the
        Credit Agreement, as amended by this Amendment, constitutes a legal, valid
        and
        binding obligation of each Loan Party party thereto, enforceable against
        each
        such Loan Party in accordance with its terms, except as enforceability may
        be
        limited by applicable bankruptcy, insolvency, reorganization, moratorium
        or
        similar laws affecting the enforcement of creditors' rights generally and
        by
        general equitable principles (whether enforcement is sought by proceedings
        in
        equity or at law);

      


      (c)
        no
        Default or Event of Default has occurred or is continuing; and

      


      (d)
        each
        of the representations and warranties in or pursuant to the Loan Documents
        is
        true and correct in all material respects on and as of the Effective Date
        as if
        made on and as of such date except to the extent such representations and
        warranties relate to an earlier date in which case such representation and
        warranty was true and correct in all material respects as of such earlier
        date.


      
        
          
          

        

        
          -
            4
            -

          
            

          

        

        
          
          

        

      


      5.
        Status
        of Loan Documents.

      


      (a)
        This
        Amendment is limited solely for the purposes and to the extent expressly
        set
        forth herein, and, except as expressly consented to and amended hereby, the
        terms, provisions and conditions of the Loan Documents and the Liens granted
        under the Loan Documents shall continue in full force and effect and are
        hereby
        ratified and confirmed in all respects; and

      


      (b)
        No
        consent, amendment or waiver of any terms or provisions of the Credit Agreement
        made hereunder shall relieve the Borrower or any other Loan Party from complying
        with any other term or provision of the Credit Agreement or the other Loan
        Documents.

      


      6.
        Miscellaneous.

      


      (a)
        No
        Waiver, Cumulative Remedies.
        No
        failure or delay or course of dealing on the part of the Lenders in exercising
        any right, power or privilege hereunder shall operate as a waiver thereof,
        nor
        shall any single or partial exercise of any such right, power or privilege
        preclude any other or further exercise thereof or the exercise of any other
        right, power or privilege hereunder. The rights, powers and remedies herein
        expressly provided are cumulative and not exclusive of any rights, powers
        or
        remedies which the Lenders would otherwise have. No notice to or demand on
        the
        Borrower or any other Loan Party in any case shall entitle the Company to
        any
        other or further notice or demand in similar or other circumstances or
        constitute a waiver of the rights of the Lenders to any other or further
        action
        in any circumstances without notice or demand.

      


      (b)
        Ratification
        and Reaffirmation; Confirmation; Acknowledgment.
        Each
        Guarantor (i) ratifies and reaffirms the Loan Documents to which such Guarantor
        is a party, (ii) confirms such Guarantor's agreement to the terms of this
        Amendment and (iii) acknowledges that such Guarantor has no offsets or defenses
        to such Guarantor's obligations under the Loan Documents to which such Guarantor
        is a party and no claims or counterclaims against the Lenders.

      


      (c)
        Expenses.
        The
        Borrower agrees to pay and reimburse the Administrative Agent for all of
        its
        reasonable costs and expenses (including, without limitation, reasonable
        fees
        and disbursements of legal counsel) incurred up to and on the Effective Date
        in
        connection with the Credit Agreement or this Amendment.

      


      (d)
        Headings
        Descriptive.
        The
        headings of the several Sections and subsections of this Amendment are inserted
        for convenience only and shall not in any way affect the meaning or construction
        of any provision.

      


      (e)
        Severability.
        In case
        any provision in or obligation under this Amendment shall be invalid, illegal
        or
        unenforceable in any jurisdiction, the validity, legality and enforceability
        of
        the remaining provisions or obligations, or of such provision or obligation
        in
        any other jurisdiction, shall not in any way be affected or impaired
        thereby.


      
        
          
          

        

        
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            5
            -

          
            

          

        

        
          
          

        

      


      


      (f)
        Counterparts.
        This
        Amendment may be executed and delivered in any number of counterparts and
        by the
        different parties hereto on separate counterparts, each of which when so
        executed and delivered shall be an original, but all of which shall together
        constitute one and the same instrument. The delivery of a counterpart may
        be
        made by facsimile or electronic transmission.

      


      (g)
        Governing
        Law.
        THIS
        AMENDMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN
        ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

      


      [Signature
        pages follow]

      



      
        
          
            


          

          
          

        

        
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            6
            -

          
            

          

        

        
          
          

          
            


          

        

      



      IN
        WITNESS WHEREOF, the parties hereto have caused this First Amendment to be
        duly
        executed and delivered by their respective proper and duly authorized officers
        as of the day and year first above written.

      
         

        
          	 	 	 
	 	CROWN
                  CASTLE INTERNATIONAL CORP.            
	 
 	 
 	 
 
	 	By:  	/s/ Jay
                  A.
                  Brown
	 	
                  
Name: 
Jay
                  A. Brown
	 	Title: 
Vice
                  President


        

         

        
          	 	 	 
	 	CROWN
                  CASTLE OPERATING COMPANY            
	 
 	 
 	 
 
	 	By:  	/s/ Jay
                  A.
                  Brown
	 	
                  
Name: 
Jay
                  A. Brown
	 	Title: 
Vice
                  President


        

         

        
          	 	 	 
	 	CROWN
                  CASTLE OPERATING LLC   
	 
 	 
 	 
 
	 	By:  	/s/ Jay
                  A.
                  Brown
	 	
                  
Name: 
Jay
                  A. Brown
	 	Title: 
Vice
                  President


        

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        
          	 	 	 
	 	THE
                  ROYAL
                  BANK OF SCOTLAND PLC, as Administrative Agent and as a
                  Lender           
	 
 	 
 	 
 
	 	By:  	/s/ Vincent
                  Fitzgerald        
	 	
                  
Name: 
Vincent
                  Fitzgerald
	 	Title: 
                  Managing Director


        

        


         

         

        


         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

      

      SIGNATURE
        PAGE TO THE FIRST AMENDMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, TO
        THE
        CREDIT AGREEMENT, DATED AS OF JANUARY 9, 2007, AMONG CROWN
        CASTLE OPERATING COMPANY,
        CROWN
        CASTLE INTERNATIONAL CORP., THE SUBSIDIARY GUARANTORS IDENTIFIED AS SUCH
        ON THE
        SIGNATURE PAGES THERETO, THE LENDERS FROM TIME TO TIME PARTY THERETO, AND
        THE
        ROYAL BANK OF SCOTLAND PLC, AS ADMINISTRATIVE AGENT

      


      NAME
        OF
        INSTITUTION:

    

     

    
      	 	 	 
	 	MORGAN
              STANLEY BANK, as a Lender           
	 
 	 
 	 
 
	 	By:  	/s/ Elizabeth
              Hendricks       
	 	
              
Name: 
Elizabeth
              Hendricks
	 	Title: 
              Authorized Signatory




    
      


       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      SIGNATURE
        PAGE TO THE FIRST AMENDMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, TO
        THE
        CREDIT AGREEMENT, DATED AS OF JANUARY 9, 2007, AMONG CROWN
        CASTLE OPERATING COMPANY,
        CROWN
        CASTLE INTERNATIONAL CORP., THE SUBSIDIARY GUARANTORS IDENTIFIED AS SUCH
        ON THE
        SIGNATURE PAGES THERETO, THE LENDERS FROM TIME TO TIME PARTY THERETO, AND
        THE
        ROYAL BANK OF SCOTLAND PLC, AS ADMINISTRATIVE AGENT

      


      NAME
        OF
        INSTITUTION:

    

     

    
      	 	 	 
	 	JP
              MORGAN
              CHASE BANK, N.A., as a Lender           
	 
 	 
 	 
 
	 	By:  	/s/ Christophe
              Vohmann   
	 	
              
Name: 
Christophe
              Vohmann
	 	Title: 
Vice
              President




    
      


       

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      SIGNATURE
        PAGE TO THE FIRST AMENDMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, TO
        THE
        CREDIT AGREEMENT, DATED AS OF JANUARY 9, 2007, AMONG CROWN
        CASTLE OPERATING COMPANY,
        CROWN
        CASTLE INTERNATIONAL CORP., THE SUBSIDIARY GUARANTORS IDENTIFIED AS SUCH
        ON THE
        SIGNATURE PAGES THERETO, THE LENDERS FROM TIME TO TIME PARTY THERETO, AND
        THE
        ROYAL BANK OF SCOTLAND PLC, AS ADMINISTRATIVE AGENT

       

      NAME
        OF
        INSTITUTION:

       

    

    
      
        	 	 	 
	 	WACHOVIA
                BANK, N.A., as a Lender           
	 
 	 
 	 
 
	 	By:  	/s/ Scott
                Suddreth
	 	
                
Name:  Scott
                Suddreth
	 	Title: 
Vice
                President





    

    
      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      SIGNATURE
        PAGE TO THE FIRST AMENDMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, TO
        THE
        CREDIT AGREEMENT, DATED AS OF JANUARY 9, 2007, AMONG CROWN
        CASTLE OPERATING COMPANY,
        CROWN
        CASTLE INTERNATIONAL CORP., THE SUBSIDIARY GUARANTORS IDENTIFIED AS SUCH
        ON THE
        SIGNATURE PAGES THERETO, THE LENDERS FROM TIME TO TIME PARTY THERETO, AND
        THE
        ROYAL BANK OF SCOTLAND PLC, AS ADMINISTRATIVE AGENT

    

     

    
      NAME
        OF
        INSTITUTION:

       

    

    
      	 	 	 
	 	KEY
              BANK
              NATIONAL ASSOCIATION, as a Lender           
	 
 	 
 	 
 
	 	By:  	/s/ Jennifer
              A. O'Brien
	 	
              
Name:  Jennifer
              A. O'Brien
	 	Title: 
Vice
              President


    

    
 

    
      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      SIGNATURE
        PAGE TO THE FIRST AMENDMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, TO
        THE
        CREDIT AGREEMENT, DATED AS OF JANUARY 9, 2007, AMONG CROWN
        CASTLE OPERATING COMPANY,
        CROWN
        CASTLE INTERNATIONAL CORP., THE SUBSIDIARY GUARANTORS IDENTIFIED AS SUCH
        ON THE
        SIGNATURE PAGES THERETO, THE LENDERS FROM TIME TO TIME PARTY THERETO, AND
        THE
        ROYAL BANK OF SCOTLAND PLC, AS ADMINISTRATIVE AGENT

      


      NAME
        OF
        INSTITUTION:

    

     

    
      	 	 	 
	 	LEHMAN
              BROTHERS COMMERCIAL BANK, as a Lender           
	 
 	 
 	 
 
	 	By:  	/s/ Brian
              McNany
	 	
              
Name:  Brian
              McNany
	 	Title: 
              Authorized Signatory


    

    
      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      SIGNATURE
        PAGE TO THE FIRST AMENDMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, TO
        THE
        CREDIT AGREEMENT, DATED AS OF JANUARY 9, 2007, AMONG CROWN
        CASTLE OPERATING COMPANY,
        CROWN
        CASTLE INTERNATIONAL CORP., THE SUBSIDIARY GUARANTORS IDENTIFIED AS SUCH
        ON THE
        SIGNATURE PAGES THERETO, THE LENDERS FROM TIME TO TIME PARTY THERETO, AND
        THE
        ROYAL BANK OF SCOTLAND PLC, AS ADMINISTRATIVE AGENT

      


      NAME
        OF
        INSTITUTION:

    

     

    
      	 	 	 
	 	CALYON,
              NEW YORK BRANCH, as a Lender           
	 
 	 
 	 
 
	 	By:  	/s/ Michael
              George
	 	
              
Name:  Michael
              George
	 	Title: 
              Managing Director


      	 	 	 
	 	
            
	 
 	 
 	 
 
	 	By:  	/s/ John
              McCloskey
	 	
              
Name:  John
              McCloskey
	 	Title: 
              Managing Director 




    
      


      


       

       

      


      


      



      
        
          
            


          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      



       

      Annex
        A

      PRICING
        GRID FOR REVOLVING LOANS AND

       

      SWINGLINE
        LOANS

       

      
        	
                 Pricing
                  Level

              	
                Applicable
                  Margin for Eurodollar Loans

              	
                Applicable
                  Margin for Base Rate Loans

              
	
                I

              	
                1.625%

              	
                0.625%

              
	
                II

              	
                1.500%

              	
                0.500%

              
	
                III

              	
                1.375%

              	
                0.375%

              
	
                IV

              	
                1.250%

              	
                0.250%

              


      

      


      The
        Applicable Margin for Revolving Loans and Swingline Loans shall be adjusted,
        on
        and after the first Adjustment Date (as defined below) occurring after the
        completion of one full fiscal quarter of Holdings after the Closing Date
        and on
        each subsequent Adjustment Date, based on changes in the Consolidated Leverage
        Ratio, with such adjustments to become effective on the date (the "Adjustment
        Date")
        that is
        three Business Days after the date on which the relevant financial statements
        are delivered to the Lenders pursuant to Section 6.1 and to remain in effect
        until the next adjustment to be effected pursuant to this paragraph. If any
        financial statements referred to above are not delivered within the time
        periods
        specified in Section 6.1, then, until the date that is three Business Days
        after
        the date on which such financial statements are delivered, the highest rate
        set
        forth in each column of the Pricing Grid shall apply. On each Adjustment
        Date,
        the Applicable Margin for Revolving Loans and Swingline Loans shall be adjusted
        to be equal to the Applicable Margin opposite the Pricing Level determined
        to
        exist on such Adjustment Date from the financial statements relating to such
        Adjustment Date.

      As
        used
        herein, the following rules shall govern the determination of Pricing Levels
        on
        each Adjustment Date:

       

      "Pricing
        Level I"
        shall
        exist on an Adjustment Date if the Consolidated Leverage Ratio for the relevant
        period is greater than or equal to 8.00 to 1.00.

       

      "Pricing
        Level II"
        shall
        exist on an Adjustment Date if the Consolidated Leverage Ratio for the relevant
        period is less than 8.00 to 1.00 but greater than or equal to 7.50 to
        1.00.

       

      "Pricing
        Level III"
        shall
        exist on an Adjustment Date if the Consolidated Leverage Ratio for the relevant
        period is less than 7.50 to 1.00 but greater than or equal to 7.00 to
        1.00.

       

      "Pricing
        Level IV"
        shall
        exist on an Adjustment Date if the Consolidated Leverage Ratio for the relevant
        period is less than 7.00 to 1.00.