Principal Amount] AMERICAN TOWER CORPORATION [Title of Securities] UNDERWRITING AGREEMENTUnderwriting Agreement • May 13th, 2010 • American Tower Corp /Ma/ • Communications services, nec • New York
certificate dated [ ], delivered pursuant to Section 7(f) of the Underwriting Agreement, or a violation of the Certificate of Incorporation or By-Laws of the Company, or (c) result in a violation of any United States federal or New York State law or Delaware General Corporation Law or published rule or regulation that in our experience normally would be applicable to general business entities with respect to such issuance, sale or performance (but we express no opinion relating to the United States federal securities laws or any state securities or Blue Sky laws) (but in respect of this paragraph 7 we express no opinion relating to the U.S. Communications Act of 1934, as amended, or the rules, regulations and orders of the U.S. Federal Communications Commission promulgated thereunder (together, the “Communications Act”)).
