EXHIBIT 10.24A
AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
This Amendment (the "Amendment") is made and entered into as of February 4,
1999, by and among American Tower Corporation, a Delaware corporation (formerly
American Tower Systems Corporation, "ATC"), and the undersigned Stockholders (as
defined in the Registration Rights Agreement (the "Original Agreement") made and
entered into as of January 22, 1998, by and among ATC and the Stockholders
parties thereto.
WHEREAS, ATC and the Stockholders parties thereto have heretofore executed
the Original Agreement; and
WHEREAS, ATC proposes to enter into a registration rights agreement with
Credit Suisse First Boston Corporation ("CSFB") substantially similar in terms
and conditions to the Original Agreement (the "CSFB Agreement"); and
WHEREAS, pursuant to the terms and condition of the Original Agreement the
Stockholders would have the right, pursuant to the provisions of Section 1(a) of
the Original Agreement, to require that their Registrable Securities (as
defined in the Original Agreement") be registered pursuant to any registration
statement filed pursuant to the provisions of the CSFB Agreement; and
WHEREAS, the Stockholders were recently afforded the opportunity to have
their Registrable Securities registered on another registration statement filed
by ATC under the Securities Act of 1933, as amended; and
WHEREAS, ATC desires that the Original Agreement be amended so that the
rights of registration of the Stockholders will not apply to registration
statements filed pursuant to the provisions of the CSFB Agreement;
NOW, THEREFORE, in consideration of the recitals, the mutual covenants and
agreements herein contained, and other valuable consideration, the receipt,
adequacy and sufficiency of which are hereby acknowledged, the parties hereto,
intending to be legally bound, do hereby covenant and agree as follows:
Section 1. Amendment of Section 1(a) of the Original Agreement. A new
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paragraph shall be added at the end of Section 1(a) of the Original Agreement
reading in its entirety as follows:
Anything in this Section 1(a) to the contrary notwithstanding, the
provisions of this Section 1(a) shall not apply to any registration
statement filed by ATC under the Securities Act pursuant to the provisions
of the CSFB Agreement.
Section 2. Other Amendments. Section 11 of the Original Agreement shall
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be amended to add the following definition in its appropriate alphabetical
order:
"CSFB AGREEMENT" shall mean the registration rights agreement, dated
as of February 4, 1999, by and between ATC and Credit Suisse First Boston,
as from time to time amended in accordance with its terms.
Section 3. Restatement of Original Agreement. The Original Agreement is
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hereby amended and restated in its entirety to (a) reflect the amendments set
forth in this Amendment and (b) reflect the name
change of American Tower Systems Corporation to American Tower Corporation and
to change all references to the defined term "ATS" to "ATC".
Section 4. Miscellaneous.
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(a) Except as modified hereby the provisions of the Original
Agreement shall remain in fully force and effect.
(b) The provisions of Section 12 are incorporated herein with the
same force and effect as though set forth herein in their entirety.
IN WITNESS WHEREOF, the parties hereto have executed or caused this
Agreement to be executed as of February 4, 1999.
American Tower Corporation
By:__________________________________
Name: Xxxxxx X. Xxxxx
Title: Chairman of the Board and Chief Executive Officer
______________________________________
Xxxxxx X. Xxxxx
Chase Equity Associates, L.P.
By Chase Capital Partners, General Partner
By:______________________________________
Name:
Title:
_________________________________________
J. Xxxxxxx Xxxxxx, Xx.
The 1997 Gearon Family Trust
_________________________________________
By: J. Xxxxxxx Xxxxxx, Xx., Trustee
Chase Manhattan Capital Corporation
By:______________________________________
Name:
Title:
_________________________________________
Xxxxxx X. Xxxxxxx
_________________________________________
Xxxxxx X. Xxxx
_________________________________________
Xxxx X. Box
