0001193125-04-208133 Sample Contracts

AMERICAN TOWER CORPORATION REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 6th, 2004 • American Tower Corp /Ma/ • Communications services, nec • New York

American Tower Corporation, a corporation organized under the laws of Delaware (the “Company”), proposes to issue and sell to the purchasers named in Schedule A to the Purchase Agreement referenced below (the “Purchasers”), for whom Credit Suisse First Boston LLC is acting as Representative (the “Representative”), its 7.125% Senior Notes due 2012 (the “Securities”), upon the terms set forth in a purchase agreement dated November 29, 2004 (the “Purchase Agreement”) relating to the placement of the Securities (the “Placement”). The Securities constitute a further issuance of, and form a single series and are fully fungible with, the Company’s outstanding 7.125% Senior Notes Due 2012 (CUSIP Nos. 029912 AP7 and U04048 AC5) issued on October 5, 2004 (the “Initial Securities”). To induce the Purchasers to enter into the Purchase Agreement, the Company agrees with you for your benefit and the benefit of the holders from time to time of the Securities (including the Purchasers) (each a “Holder

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AMENDMENT NO. 1 TO THE REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 6th, 2004 • American Tower Corp /Ma/ • Communications services, nec • New York

AMENDMENT NO. 1, dated as of December 6, 2004, to the Registration Rights Agreement, dated October 5, 2004 (the “Registration Rights Agreement”), between American Tower Corporation, a corporation organized under the laws of Delaware (the “Company”), and Credit Suisse First Boston LLC, as representative of the purchasers referenced therein. Capitalized terms used and not otherwise defined herein shall have the meanings as defined in the Registration Rights Agreement.

SUPPLEMENTAL INDENTURE NO. 1
Supplemental Indenture • December 6th, 2004 • American Tower Corp /Ma/ • Communications services, nec • New York

SUPPLEMENTAL INDENTURE No. 1, dated as of December 6, 2004, by and between American Tower Corporation, a Delaware corporation (the “Company”) and The Bank of New York, as trustee (the “Trustee).

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