REGISTRATION RIGHTS AGREEMENT Dated as of August 20, 2004 Between AMERICAN TOWER CORPORATION as Issuer and GOLDMAN, SACHS & CO. as Initial PurchaserRegistration Rights Agreement • September 21st, 2004 • American Tower Corp /Ma/ • Communications services, nec • New York
This Registration Rights Agreement (the “Agreement”) is dated as of August 20, 2004, between American Tower Corporation, a Delaware corporation (the “Company”), and Goldman, Sachs & Co., as the Initial Purchaser (the “Initial Purchaser”). This Agreement is entered into in connection with the Purchase Agreement, dated August 17, 2004, between the Company and the Initial Purchaser (the “Purchase Agreement”), which provides for the issuance and sale by the Company to the Initial Purchaser of the Company’s 3.00% Convertible Notes Due 2012 (the “Convertible Notes”). In order to induce the Initial Purchaser to enter into the Purchase Agreement, the Company has agreed to provide the registration rights set forth in this Agreement for the benefit of the Initial Purchaser and their direct and indirect transferees and assigns. The execution and delivery of this Agreement is a condition to the Initial Purchaser’ obligation to purchase the Convertible Notes under the Purchase Agreement.
