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                                                                   Exhibit 10.11


                              AMERICAN TOWERS, INC.
               12.25% Senior Subordinated Discount Notes Due 2008

                          REGISTRATION RIGHTS AGREEMENT

                                                              New York, New York
                                                                January 29, 2003

Credit Suisse First Boston LLC
Goldman, Sachs & Co.

c/o Credit Suisse First Boston LLC
    11 Madison Avenue
    New York, New York 10010

Ladies and Gentlemen:

          American Tower Escrow Corporation, a corporation organized under the
laws of Delaware ("Escrow Corp.") proposes to issue and sell to Credit Suisse
First Boston LLC and Goldman, Sachs & Co. (the "Purchasers") upon the terms set
forth in a purchase agreement dated January 22, 2003 (the "Purchase Agreement"),
its 12.25% Senior Subordinated Discount Notes Due 2008 (the "Securities"),
relating to the initial placement of the Securities (the "Initial Placement").
Escrow Corp. is expected to merge with and into American Towers, Inc, a
corporation organized under the laws of Delaware (the "Company"), within 60 days
of the date hereof. Upon the effectiveness of the Escrow Corp. Merger, the
Company will assume all of the obligations of the Securities and will become
subject to the terms of this Agreement. The Purchasers hereby agree that the
obligations under this Registration Rights Agreement shall not apply to the
Company or any of the Guarantors until the consummation of the Escrow Corp.
Merger. To induce the Purchasers to enter into the Purchase Agreement and to
satisfy a condition of your obligations thereunder, the Company and the
Guarantors listed on Schedule A hereto (each a "Guarantor" and, together, "the
"Guarantors") agree with you for your benefit and the benefit of the holders
from time to time of the Securities (including the Purchasers) (each a "Holder"
and, together, the "Holders"), as follows:

          1. Definitions. Capitalized terms used herein without definition shall
have their respective meanings set forth in the Purchase Agreement. As used in
this Agreement, the following capitalized defined terms shall have the following
meanings:

          "Act" shall mean the Securities Act of 1933, as amended, and the rules
and regulations of the Commission promulgated thereunder.

          "Accreted Value" means, as of any date of determination an amount per
$1,000 principal amount at maturity of the Notes that is equal to the sum of (a)
the initial offering price

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of each Note and (b) the portion of the excess of the principal amount at
maturity of each Note over such initial offering price which shall have been
accreted thereon through such date, such amount to be so accreted on a daily
basis at a rate of 12.25% per annum of the initial offering price of the Notes,
compounded semi-annually on each February 1 and August 1 commencing on August 1,
2003 through the date of determination, computed on the basis of a 360-day year
of twelve 30-day months; provided that, at maturity, the Accreted Value of each
Note shall be equal to the principal amount of such Note.

          "Advice" shall have the meaning set forth in Section 4(c).

          "Affiliate" of any specified Person shall mean any other Person that,
directly or indirectly, is in control of, is controlled by, or is under common
control with, such specified Person. For purposes of this definition, control of
a Person shall mean the power, direct or indirect, to direct or cause the
direction of the management and policies of such Person whether by contract or
otherwise; and the terms "controlling" and "controlled" shall have meanings
correlative to the foregoing.

          "Broker-Dealer" shall mean any broker or dealer registered as such
under the Exchange Act.

          "Business Day" shall mean any day other than a Saturday, a Sunday or a
legal holiday or a day on which banking institutions or trust companies are
authorized or obligated by law to close in New York City or Washington, D.C.

          "Commission" shall mean the Securities and Exchange Commission.

          "Effective Time", in the case of (i) an Exchange Offer Registration
Statement, shall mean the time and date as of which the Commission declares the
Exchange Offer Registration Statement effective or as of which the Exchange
Offer Registration Statement otherwise becomes effective and (ii) a Shelf
Registration Statement shall mean the time and date as of which the Commission
declares the Shelf Registration Statement effective or as of which the Shelf
Registration Statement otherwise becomes effective.

          "Effectiveness Target Date" shall have the meaning set forth in
Section 6(a)(iii) hereof.

          "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended, and the rules and regulations of the Commission promulgated thereunder.

          "Exchange Offer Registration Period" shall mean the 180 day period
following the consummation of the Registered Exchange Offer (exclusive of any
period during which any stop order shall be in effect suspending the
effectiveness of the Exchange Offer Registration Statement).

          "Exchange Offer Registration Statement" shall mean a registration
statement on an appropriate form under the Act with respect to the Registered
Exchange Offer, all amendments and supplements to such registration statement,
including post-effective

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amendments thereto, in each case including the Prospectus contained therein, all
exhibits thereto and all material incorporated by reference therein.

          "Exchanging Dealer" shall mean any Holder (which may include any
Purchaser) that is a Broker-Dealer and elects to exchange for New Securities any
Securities that it acquired for its own account as a result of market-making
activities or other trading activities (but not directly from the Company or any
of the Guarantors or any Affiliate of the Company or any of the Guarantors) for
New Securities.

          "Final Memorandum" shall mean the offering circular related to the
Securities, as amended or supplemented as of the date hereof, including any and
all exhibits thereto and any information incorporated by reference therein.

          "Holder" shall have the meaning set forth in the preamble hereto.

          "Indenture" shall mean the Indenture relating to the Securities, dated
as of January 29, 2003, among Escrow Corp., the Company, the Guarantors named
therein (from and after the consummation of the Escrow Corp. Merger) and The
Bank of New York, as trustee, as the same may be amended from time to time in
accordance with the terms thereof.

          "Initial Placement" shall have the meaning set forth in the preamble
hereto.

          "Issue Date" shall mean the date of the original issuance of the
Securities.

          "Losses" shall have the meaning set forth in Section 7(d) hereof.

          "Liquidated Damages" shall have the meaning set forth in Section 6(a)
hereof.

          "Liquidated Damages Amount" shall have the meaning set forth in
Section 6(a) hereof.

          "Majority Holders" shall mean, when no Registration Statement is filed
under this Agreement, the Holders of a majority of the aggregate principal
amount at maturity of Securities outstanding and shall mean, when a Registration
Statement is filed under this Agreement, the Holders of a majority of the
aggregate principal amount at maturity of Securities registered under the
Registration Statement.

          "Managing Underwriters" shall mean the investment banker or investment
bankers and manager or managers that shall administer an underwritten offering.

          "New Securities" shall mean debt securities of the Company identical
in all material respects to the Securities (except that the liquidated damages
provisions and the transfer restriction provisions shall be modified or
eliminated, as appropriate) and to be issued under the Indenture or the New
Securities Indenture.

          "New Securities Indenture" shall mean an indenture among the Company,
the Guarantors named therein and the New Securities Trustee, identical in all
material respects to the

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Indenture (except that the liquidated damages provisions and the transfer
restriction provisions will be modified or eliminated, as appropriate).

          "New Securities Trustee" shall mean a bank or trust company reasonably
satisfactory to the Purchasers, as trustee with respect to the New Securities
under the New Securities Indenture.

          "Notice and Questionnaire" shall have the meaning set forth in Section
3(c) hereof.

          "Prospectus" shall mean the prospectus included in any Registration
Statement (including, without limitation, a prospectus that discloses
information previously omitted from a prospectus filed as part of an effective
registration statement in reliance upon Rule 430A under the Act), as amended or
supplemented by any prospectus supplement, with respect to the terms of the
offering of any portion of the Securities or the New Securities covered by such
Registration Statement, and all amendments and supplements thereto and all
material incorporated by reference therein.

          "Purchase Agreement" shall have the meaning set forth in the preamble
hereto.

          "Purchaser" shall have the meaning set forth in the preamble hereto.

          "Registered Exchange Offer" shall mean the proposed offer of the
Company to issue and deliver to the Holders of the Securities that are not
prohibited by any law or policy of the Commission from participating in such
offer, in exchange for the Securities, a like aggregate principal amount at
maturity of New Securities.

          "Registration Default" shall have the meaning set forth in Section
6(a) hereof.

          "Registration Statement" shall mean any Exchange Offer Registration
Statement or Shelf Registration Statement that covers any of the Securities or
the New Securities pursuant to the provisions of this Agreement, any amendments
and supplements to such registration statement, including post-effective
amendments (in each case including the Prospectus contained therein), all
exhibits thereto and all material incorporated by reference therein.

          "Securities" shall have the meaning set forth in the preamble hereto.

          "Shelf Registration" shall mean a registration effected pursuant to
Section 3 hereof.

          "Shelf Registration Period" has the meaning set forth in Section 3(b)
hereof.

          "Shelf Registration Statement" shall mean a "shelf" registration
statement of the Company and the Guarantors pursuant to the provisions of
Section 3 hereof which covers some or all of the Securities or New Securities,
as applicable, on an appropriate form under Rule 415 under the Act, or any
similar rule that may be adopted by the Commission, amendments and supplements
to such registration statement, including post-effective amendments, in each
case

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including the Prospectus contained therein, all exhibits thereto and all
material incorporated by reference therein.

          "Transfer Restricted Securities" shall mean each Security and New
Security until, (i) in the case of any Security exchanged by a person other than
a Broker-Dealer for a freely transferable New Security in the Registered
Exchange Offer, the date on which such Security is exchanged, (ii) in the case
of any New Security held by a Broker-Dealer, following the exchange by such
Broker-Dealer in the Registered Exchange Offer of a Security for such New
Security, the date on which such New Security is sold to a purchaser who
receives from such Broker-Dealer on or prior to the date of such sale a copy of
the prospectus contained in the Exchange Offer Registration Statement, (iii) in
the case of any Security or New Security that has been effectively registered
under the Act and disposed of in accordance with the Shelf Registration
Statement, the date of such disposition, or (iv) in the case of any Security or
New Security that is distributed to the public pursuant to Rule 144 under the
Act or is saleable pursuant to Rule 144(k) under the Act, the date on which such
Security or New Security is distributed or is saleable, as the case may be.

          "Trustee" shall mean the trustee with respect to the Securities under
the Indenture.

          "underwriter" shall mean any underwriter of Securities in connection
with an offering thereof under a Shelf Registration Statement.

          2. Registered Exchange Offer. The Company and the Guarantors shall
prepare and, not later than 90 days following the Issue Date (or if such 90th
day is not a Business Day, the next succeeding Business Day), shall file with
the Commission the Exchange Offer Registration Statement with respect to the
Registered Exchange Offer. The Company and the Guarantors shall use their
reasonable best efforts to cause the Exchange Offer Registration Statement to
become effective under the Act within 180 days of the Issue Date (or if such
180th day is not a Business Day, the next succeeding Business Day).

          (a) Upon the effectiveness of the Exchange Offer Registration
Statement, the Company and the Guarantors shall promptly commence the Registered
Exchange Offer, it being the objective of such Registered Exchange Offer to
enable each Holder electing to exchange Securities for New Securities (assuming
that such Holder is not an Affiliate of the Company or any of the Guarantors,
acquires the New Securities in the ordinary course of such Holder's business,
has no arrangements with any Person to participate in the distribution of the
New Securities and is not prohibited by any law or policy of the Commission from
participating in the Registered Exchange Offer) to trade such New Securities
from and after their receipt without any limitations or restrictions under the
Act and without material restrictions under the securities laws of a substantial
proportion of the several states of the United States.

          (b) In connection with the Registered Exchange Offer, the Company and
each of the Guarantors shall:

              (i)   mail to each Holder a copy of the Prospectus forming part of
     the Exchange Offer Registration Statement, together with an appropriate
     letter of transmittal and related documents;

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              (ii)  keep the Registered Exchange Offer open for not less than 30
     Business Days and not more than 45 Business Days after the date notice
     thereof is mailed to the Holders (or, in each case, longer if required by
     applicable law);

              (iii) use their reasonable best efforts to keep the Exchange Offer
     Registration Statement continuously effective under the Act, supplemented
     and amended as required, under the Act to ensure that it is available for
     sales of New Securities by Exchanging Dealers during the Exchange Offer
     Registration Period;

              (iv)  utilize the services of a depositary for the Registered
     Exchange Offer with an address in the Borough of Manhattan in New York
     City, which may be the Trustee, the New Securities Trustee or an Affiliate
     of either of them;

              (v)   permit Holders to withdraw tendered Securities at any time
     prior to the close of business, New York time, on the last Business Day on
     which the Registered Exchange Offer is open;

              (vi)  prior to effectiveness of the Exchange Offer Registration
     Statement, provide a supplemental letter to the Commission (A) stating that
     the Company and the Guarantors are conducting the Registered Exchange Offer
     in reliance on the position of the Commission in Exxon Capital Holdings
     Corporation (pub. avail. May 13, 1988), Morgan Stanley and Co., Inc. (pub.
     avail. June 5, 1991) and Shearman & Sterling (pub. avail. July 2, 1993);
     and (B) including a representation that the Company and the Guarantors have
     not entered into any arrangement or understanding with any Person to
     distribute the New Securities to be received in the Registered Exchange
     Offer and that, to the best of the Company's and the Guarantors'
     information and belief, each Holder participating in the Registered
     Exchange Offer is acquiring the New Securities in the ordinary course of
     business and has no arrangement or understanding with any Person to
     participate in the distribution of the New Securities; and

              (vii) comply in all material respects with all applicable laws.

          (c) As soon as practicable after the close of the Registered Exchange
Offer, the Company and each of the Guarantors shall:

              (i)   accept for exchange all Securities tendered and not validly
     withdrawn pursuant to the Registered Exchange Offer;

              (ii)  deliver to the Trustee for cancellation in accordance with
     Section 4(s) all Securities so accepted for exchange; and

              (iii) cause the New Securities Trustee promptly to authenticate
     and deliver to each Holder of Securities, New Securities in an amount equal
     to the principal amount at maturity of the Securities of such Holder so
     accepted for exchange.

          (d) Each Holder hereby acknowledges and agrees that any Broker-Dealer
and any such Holder using the Registered Exchange Offer to participate in a
distribution of the New Securities (x) could not under Commission policy as in
effect on the date of this Agreement rely

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on the position of the Commission in Morgan Stanley and Co., Inc. (pub. avail.
June 5, 1991) and Exxon Capital Holdings Corporation (pub. avail. May 13, 1988)
and Shearman & Sterling (July 2, 1993) and similar no-action letters; and (y)
must comply with the registration and prospectus delivery requirements of the
Act in connection with any secondary resale transaction which must be covered by
an effective registration statement containing the selling security holder
information required by Item 507 or 508, as applicable, of Regulation S-K under
the Act if the resales are of New Securities obtained by such Holder in exchange
for Securities acquired by such Holder directly from the Company or one of its
Affiliates. Accordingly, as a condition to its participation in the Registered
Exchange offer, each Holder participating in the Registered Exchange Offer shall
be required to represent to the Company in the Letter of Transmittal in the
Registered Exchange Offer or by other means that, at the time of the
consummation of the Registered Exchange Offer:

              (i)   any New Securities received by such Holder will be acquired
     in the ordinary course of business;

              (ii)  such Holder will have no arrangement or understanding with
     any Person to participate in the distribution of the Securities or the New
     Securities within the meaning of the Act; and

              (iii) such Holder is not an Affiliate of the Company or any of the
     Guarantors.

          (e) If any Purchaser determines that it is not eligible to participate
in the Registered Exchange Offer with respect to the exchange of Securities
constituting any portion of an unsold allotment, at the request of such
Purchaser, the Company and the Guarantors shall issue and deliver to such
Purchaser or the Person purchasing New Securities registered under a Shelf
Registration Statement as contemplated by Section 3 hereof from such Purchaser,
in exchange for such Securities, a like principal amount at maturity of New
Securities. The Company and the Guarantors shall use their reasonable best
efforts to cause the CUSIP Service Bureau to issue the same CUSIP number for
such New Securities as for New Securities issued pursuant to the Registered
Exchange Offer.

          3. Shelf Registration. If (A): (i) due to any change in law or
applicable interpretations thereof by the Commission's staff, the Company and
the Guarantors determine upon advice of its outside counsel that it is not
permitted to effect the Registered Exchange Offer as contemplated by Section 2
hereof, or (ii) for any other reason the Registered Exchange Offer is not
consummated within 30 business days (or such longer period as required by
applicable law) of the Effectiveness Target Date (or, if such 30 business days
is not a Business Day, the next succeeding Business Day) or the Exchange Offer
Registration Statement is not declared effective within 180 days of the Issue
Date (or if such 180/th/ day is not a Business Day, the next succeeding Business
Day); or (B) any Holder of Transfer Restricted Securities notifies the Company
prior to the 20/th/ day following the consummation of the Registered Exchange
Offer that: (i) it is prohibited by law or policy of the Commission from
participating in the Registered Exchange Offer; (ii) it may not resell the New
Securities acquired by it in the Registered Exchange Offer to the public without
delivering a prospectus and the prospectus contained in the Registered Exchange
Offer is not appropriate or available for such resales or (iv) that it is a

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Broker-Dealer and owns Securities acquired directly from the Company or an
affiliate of the Company, the Company and the Guarantors shall effect a Shelf
Registration Statement in accordance with subsection (b) below.

          (a) (i) The Company and the Guarantors shall as promptly as
practicable (but in no event more than 30 business days after so required or
requested pursuant to this Section 3 (or, if such 30/th/ day is not a Business
Day, the next succeeding Business Day)), file with the Commission and thereafter
(but in no event more than 180 days after the date the Company was required or
requested to make such filing pursuant to this Section 3 (or, if such 180/th/
day is not a Business Day, the next succeeding Business Day)) use their
reasonable best efforts to cause to be declared effective under the Act a Shelf
Registration Statement relating to the offer and sale of the Securities or the
New Securities, as applicable, by the Holders thereof from time to time in
accordance with the methods of distribution elected by such Holders and set
forth in such Shelf Registration Statement; provided, however, that no Holder
(other than a Purchaser) shall be entitled to have the Securities held by it
covered by such Shelf Registration Statement unless such Holder agrees in
writing to be bound by all of the provisions of this Agreement applicable to
such Holder; and provided further, that with respect to New Securities received
by a Purchaser in exchange for Securities constituting any portion of an unsold
allotment, the Company and the Guarantors may, if permitted by current
interpretations by the Commission's staff, file a post-effective amendment to
the Exchange Offer Registration Statement containing the information required by
Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of its
obligations under this subsection with respect thereto, and any such Exchange
Offer Registration Statement, as so amended, shall be referred to herein as, and
governed by the provisions herein applicable to, a Shelf Registration Statement.
Notwithstanding anything in this Section 3, Liquidated Damages shall accrue only
in accordance with the provisions of Section 6 hereof.

          (ii) The Company and the Guarantors shall use their reasonable best
efforts to keep the Shelf Registration Statement continuously effective,
supplemented and amended as required by the Act, in order to permit the
Prospectus forming part thereof to be usable by Holders from the date the Shelf
Registration Statement is declared effective by the Commission until the earlier
of: (i) such date as all the Securities covered by the Shelf Registration
Statement have been sold, or (ii) the date on which all of the Securities held
by persons that are not Affiliates of the Company or the Guarantors may be
resold without registration pursuant to Rule 144(k) under the Act (such period
being called the "Shelf Registration Period"). The Company and the Guarantors
shall be deemed not to have used their reasonable best efforts to keep the Shelf
Registration Statement effective during the requisite period if it voluntarily
takes any action that would result in Holders of Securities covered thereby not
being able to offer and sell such Securities during that period, unless (A) such
action is required by applicable law; or (B) such action is taken by the Company
and the Guarantors in good faith and for valid business reasons (not including
avoidance of the Company's and the Guarantors' obligations hereunder), including
the acquisition or divestiture of assets, a merger or financing so long as the
Company and the Guarantors promptly thereafter complies with the requirements of
Section 4(k) hereof, if applicable.

          (b) Not less than 30 calendar days prior to the Effective Time of any
Shelf Registration Statement required under this Agreement, the Company and the
Guarantors shall mail the Notice and Questionnaire (the "Notice and
Questionnaire") substantially in the form

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attached as Annex E hereto to the Holders of Transfer Restricted Securities; no
Holder shall be entitled to be named as a selling securityholder in the Shelf
Registration Statement as of the Effective Time, and no Holder shall be entitled
to use the prospectus forming a part thereof for resales of Securities at any
time, unless such Holder has returned a completed and signed Notice and
Questionnaire to the Company by the deadline for response set forth therein;
provided, however, that holders of Transfer Restricted Securities shall have at
least 28 calendar days from the date on which the Notice and Questionnaire is
first mailed to such Holders to return a completed and signed Notice and
Questionnaire to the Company.

          (c) After the Effective Time of any Shelf Registration Statement
required to be filed under this Agreement, Holders of Transfer Restricted
Securities who did not timely return a Notice and Questionnaire to the Company
may return a Notice and Questionnaire at any time and may request to be included
in such Shelf Registration Statement. If:

                (i)  the Company and the Guarantors can include such Holder with
     respect to its Transfer Restricted Securities by means of a prospectus
     supplement filed pursuant to Rule 424(b) of the Act or by means of a
     registration statement filed pursuant to Rule 462(b) of the Act, then the
     Company and the Guarantors shall file such Rule 424(b) supplement or Rule
     462(b) registration statement with the Commission within 10 Business Days
     of its receipt of the Notice and Questionnaire;

                (ii) the Company and the Guarantors, in the opinion of its
     counsel, cannot include such Holder with respect to its Transfer Restricted
     Securities by means of a prospectus supplement to the prospectus contained
     as part of such effective Shelf Registration Statement or by means of a
     related registration statement filed pursuant to Rule 462(b) of the Act,
     the Company and the Guarantors shall promptly take any action reasonably
     necessary to enable such a Holder to use a registration statement for
     resale of Transfer Restricted Securities, including, without limitation,
     any action necessary to identify such Holders or selling securityholder in
     a new Shelf Registration Statement which the Company and the Guarantors
     shall promptly file and cause to be declared effective to cover the resale
     of the Transfer Restricted Securities that are the subject of such request.

          (d) In the event of a Shelf Registration Statement, in addition to the
information required to be provided in the Notice and Questionnaire, the Company
may require Holders to furnish to the Company additional information regarding
such Holder and such Holder's intended method of distribution of Securities as
may be required in order to comply with the Securities Act. Each Holder agrees
to notify the Company as promptly as practicable of any inaccuracy or change in
information previously furnished by such Holder to the Company or of the
occurrence of any event in either case as a result of which any prospectus
relating to the Shelf Registration Statement contains or would contain an untrue
statement of a material fact regarding such Holder or such Holder's intended
method of disposition of such Securities or omits to state any material fact
regarding such Holder or such Holder's intended method of disposition of such
Securities required to be stated therein or necessary to make the statements
therein not misleading in light of the circumstances then existing, and promptly
to furnish to the Company any such required additional information so that such
prospectus shall not contain, with respect to such Holder or the disposition of
such Securities, an untrue statement of a material fact or omit

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to state a material fact required to be stated therein or necessary to make the
statements therein not misleading in light of the circumstances then existing.

          4. Additional Registration Procedures. In connection with any Shelf
Registration Statement and, to the extent applicable, any Exchange Offer
Registration Statement, the following provisions shall apply.

          (a)   The Company and each of the Guarantors shall:

                (i)   furnish to you, not less than five Business Days prior to
     the filing thereof with the Commission, a copy of any Exchange Offer
     Registration Statement and any Shelf Registration Statement, and each
     amendment thereof and each amendment or supplement, if any, to the
     Prospectus included therein (including all documents incorporated by
     reference therein after the initial filing) and shall use its reasonable
     best efforts to reflect in each such document, when so filed with the
     Commission, such comments as you reasonably propose;

                (ii)  include the information substantially as set forth in
     Annex A hereto on the facing page of the Exchange Offer Registration
     Statement, in Annex B hereto in the forepart of the Exchange Offer
     Registration Statement in a section setting forth details of the Exchange
     Offer, in Annex C hereto in the underwriting or plan of distribution
     section of the Prospectus contained in the Exchange Offer Registration
     Statement, and in Annex D hereto in the letter of transmittal delivered
     pursuant to the Registered Exchange Offer;

                (iii) if requested by a Purchaser, include the information
     required by Item 507 or 508 of Regulation S-K, as applicable, in the
     Prospectus contained in the Exchange Offer Registration Statement; and

                (iv)  in the case of a Shelf Registration Statement, include
     the names of the Holders that propose to sell Securities pursuant to the
     Shelf Registration Statement as selling security holders.

          (b)   The Company and each of the Guarantors shall ensure that:

                (i)   any Registration Statement and any amendment thereto and
     any Prospectus forming part thereof and any amendment or supplement thereto
     complies in all material respects with the Act and the rules and
     regulations thereunder; and

                (ii)  any Registration Statement and any amendment thereto does
     not, when it becomes effective, contain an untrue statement of a material
     fact or omit to state a material fact required to be stated therein or
     necessary to make the statements therein not misleading.

          (c)   The Company and the Guarantors shall advise you, the Holders of
Securities covered by any Shelf Registration Statement and any Exchanging Dealer
under any Exchange Offer Registration Statement that has provided in writing to
the Company a telephone or facsimile number and address for notices, and, if
requested by you or any such Holder or

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Exchanging Dealer, shall confirm such advice in writing (which notice pursuant
to clauses (ii)-(v) hereof shall be accompanied by an instruction to suspend the
use of the Prospectus until the Company and the Guarantors shall have remedied
the basis for such suspension):

              (i)   when a Registration Statement and any amendment thereto has
     been filed with the Commission and when the Registration Statement or any
     post-effective amendment thereto has become effective;

              (ii)  of any request by the Commission for any amendment or
     supplement to the Registration Statement or the Prospectus or for
     additional information;

              (iii) of the issuance by the Commission of any stop order
     suspending the effectiveness of the Registration Statement or the
     initiation of any proceedings for that purpose;

              (iv)  of the receipt by the Company or the Guarantors of any
     notification with respect to the suspension of the qualification of the
     securities included therein for sale in any jurisdiction or the initiation
     of any proceeding for such purpose; and

              (v)   of the happening of any event that requires any change in
     the Registration Statement or the Prospectus so that, as of such date, the
     statements therein are not misleading and do not omit to state a material
     fact required to be stated therein or necessary to make the statements
     therein (in the case of the Prospectus, in the light of the circumstances
     under which they were made) not misleading.

     Each Holder of Securities agrees by acquisition of such Securities that,
upon actual receipt of any notice from the Company or the Guarantors of the
happening of any event of the kind described in Section 4(c)(ii), (iii), (iv),
and (v) hereof, such Holder will forthwith discontinue any and all dispositions
of such Securities by means of the Registration Statement or Prospectus until
such Holder's receipt of the copies of the supplemented or amended Prospectus
contemplated by Section 4(b), or until it is advised in writing (the "Advice")
by the Company or the Guarantors that the use of the applicable Prospectus may
be resumed, and has received copies of any amendments or supplements thereto
provided, however, that this paragraph shall not prohibit any Holder from
engaging in dispositions of the Securities through means other than pursuant to
the Registration Statement or Prospectus, as long as such dispositions comply
with applicable laws.

          (d) The Company and the Guarantors shall use their reasonable best
efforts to obtain the withdrawal of any order suspending the effectiveness of
any Registration Statement or the qualification of the securities therein for
sale in any jurisdiction at the earliest possible time.

          (e) The Company and the Guarantors shall furnish to each Holder of
Securities covered by any Shelf Registration Statement, without charge, at least
one copy of such Shelf Registration Statement and any post-effective amendment
thereto, including all material incorporated therein by reference, and, if the
Holder so requests in writing, all exhibits thereto (including exhibits
incorporated by reference therein).

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          (f) The Company and the Guarantors shall, during the Shelf
Registration Period, deliver to each Holder of Securities covered by any Shelf
Registration Statement, without charge, as many copies of the Prospectus
(including each preliminary Prospectus) included in such Shelf Registration
Statement and any amendment or supplement thereto as such Holder may reasonably
request. The Company and the Guarantors consent to the use of the Prospectus or
any amendment or supplement thereto by each of the selling Holders of securities
in connection with the offering and sale of the securities covered by the
Prospectus, or any amendment or supplement thereto, included in the Shelf
Registration Statement.

          (g) The Company and the Guarantors shall furnish to each Exchanging
Dealer which so requests, without charge, at least one copy of the Exchange
Offer Registration Statement and any post-effective amendment thereto, including
all material incorporated by reference therein, and, if the Exchanging Dealer so
requests in writing, all exhibits thereto (including exhibits incorporated by
reference therein).

          (h) The Company and the Guarantors shall promptly deliver to each
Purchaser, each Exchanging Dealer and each other Person required to deliver a
Prospectus during the Exchange Offer Registration Period, without charge, as
many copies of the Prospectus included in such Exchange Offer Registration
Statement and any amendment or supplement thereto as any such Person may
reasonably request. The Company and the Guarantors consent to the use of the
Prospectus or any amendment or supplement thereto by any Purchaser, any
Exchanging Dealer and any such other Person that may be required to deliver a
Prospectus following the Registered Exchange Offer in connection with the
offering and sale of the New Securities covered by the Prospectus, or any
amendment or supplement thereto, included in the Exchange Offer Registration
Statement.

          (i) Prior to the Registered Exchange Offer or any other offering of
Securities pursuant to any Registration Statement, the Company shall arrange, if
necessary, for the qualification of the Securities or the New Securities for
sale under the laws of such jurisdictions as any Holder shall reasonably request
and will maintain such qualification in effect so long as required; provided
that in no event shall the Company or any of the Guarantors be obligated to
qualify to do business in any jurisdiction where it is not then so qualified or
to take any action that would subject it to service of process in suits, other
than those arising out of the Initial Placement, the Registered Exchange Offer
or any offering pursuant to a Shelf Registration Statement, in any such
jurisdiction where it is not then so subject or otherwise subject itself to
taxation in any such jurisdiction.

          (j) The Company and the Guarantors shall cooperate with the Holders of
Securities to facilitate the timely preparation and delivery of certificates
representing New Securities or Securities to be issued or sold pursuant to any
Registration Statement free of any restrictive legends and in such denominations
and registered in such names as Holders may request.

          (k) Upon the occurrence of any event contemplated by subsections
(c)(ii) through (v) above, the Company and the Guarantors shall promptly prepare
a post-effective amendment to the applicable Registration Statement or an
amendment or supplement to the related Prospectus or file any other required
document so that, as thereafter delivered to

                                       12

<PAGE>

Purchasers of the securities included therein, the Prospectus will not include
an untrue statement of a material fact or omit to state any material fact
necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading; provided, however, that the Company
and the Guarantors may delay preparing, filing and distributing any such
supplements or amendments (and continue the suspension of the use of the
prospectus) if the Company and the Guarantors determine in good faith that such
supplement or amendment would, in the reasonable judgment of the Company and the
Guarantors, (i) interfere with or affect the negotiation or completion of a
transaction that is being contemplated by the Company and the Guarantors
(whether or not a final decision has been made to undertake such transaction) or
(ii) involve initial or continuing disclosure obligations that are not in the
best interests of the Company's or the Guarantors' shareholders at such time;
provided, further, that neither such delay nor such suspension with respect to
all matters in clause (i) or (ii) shall extend for a period of more than 30 days
in any three-month period or more than 90 days for all such periods in any
twelve-month period and shall not affect the Company's and the Guarantors'
obligations to pay Liquidated Damages as contemplated by Section 6 hereof.

          (l) In such circumstances, the period of effectiveness of the Exchange
Offer Registration Statement provided for in Section 2 and the Shelf
Registration Statement provided for in Section 3(b) shall each be extended by
the number of days from and including the date of the giving of a notice of
suspension pursuant to Section 4(c) to and including the date when the
Purchasers, the Holders of the Securities and any known Exchanging Dealer shall
have received such amended or supplemented Prospectus pursuant to this Section.

          (m) Not later than the effective date of any Registration Statement,
the Company and the Guarantors shall provide CUSIP numbers for the Securities or
the New Securities, as the case may be, registered under such Registration
Statement and provide the Trustee with printed certificates for such Securities
or New Securities, in a form eligible for deposit with The Depository Trust
Company.

          (n) The Company and the Guarantors shall comply with all applicable
rules and regulations of the Commission and shall make generally available to
its security holders no later than 45 days after the end of any 12-month period
(or 90 days after the end of any 12-month period if such period is a fiscal
year), an earnings statement satisfying the provisions of Section 11(a) of the
Act and Rule 158 thereunder (or any similar rule under the Act) for a period of
at least 12 months beginning on the first day of the first fiscal quarter after
the effective date of the applicable Registration Statement.

          (o) The Company and the Guarantors shall cause the Indenture or the
New Securities Indenture, as the case may be, to be qualified under the Trust
Indenture Act in a timely manner.

          (p) The Company and the Guarantors may require each Holder of
securities to be sold pursuant to any Shelf Registration Statement to furnish to
the Company and the Guarantors such information regarding the Holder and the
distribution of such securities as the Company and the Guarantors may from time
to time reasonably require for inclusion in such Registration Statement. The
Company and the Guarantors may exclude from such Shelf

                                       13

<PAGE>

Registration Statement the Securities of any Holder that fails to furnish such
information within a reasonable time after receiving such request.

          (q) In the case of any Shelf Registration Statement, the Company and
the Guarantors shall enter into such agreement and take all other appropriate
actions (including if requested an underwriting agreement in customary form) in
order to expedite or facilitate the registration or the disposition of the
Securities, and in connection therewith, if an underwriting agreement is entered
into, cause the same to contain indemnification provisions and procedures no
less favorable than those set forth in Section 7 (or such other provisions and
procedures acceptable to the Majority Holders and the Managing Underwriters, if
any, with respect to all parties to be indemnified pursuant to Section 7).

          (r) In the case of any Shelf Registration Statement, the Company and
the Guarantors shall:

              (i)   make reasonably available for inspection by the Holders of
     Securities to be registered thereunder, any underwriter participating in
     any disposition pursuant to such Registration Statement, and any attorney,
     accountant or other agent retained by the Holders or any such underwriter
     all relevant and reasonably requested financial and other records,
     pertinent corporate documents and properties of the Company and its
     subsidiaries;

              (ii)  cause the Company's and the Guarantors' officers, directors
     and employees to supply all relevant information reasonably requested by
     the Holders or any such underwriter, attorney, accountant or agent in
     connection with any such Registration Statement as is customary for similar
     due diligence examinations; provided, however, that any information that is
     designated in writing by the Company or the Guarantors, in good faith, as
     confidential at the time of delivery of such information shall be kept
     confidential by the Holders or any such underwriter, attorney, accountant
     or agent, unless such disclosure is made in connection with a court
     proceeding or required by law, or such information becomes available to the
     public generally or through a third party without an accompanying
     obligation of confidentiality;

              (iii) make such representations and warranties to the Holders of
     Securities registered thereunder and the underwriters, if any, in form,
     substance and scope as are customarily made by issuers to underwriters in
     primary underwritten offerings and covering matters including, but not
     limited to, those set forth in the Purchase Agreement;

              (iv)  obtain opinions of counsel to the Company and the Guarantors
     and updates thereof (which counsel and opinions (in form, scope and
     substance) shall be reasonably satisfactory to the Managing Underwriters,
     if any) addressed to each selling Holder and the underwriters, if any,
     covering such matters as are customarily covered in opinions requested in
     underwritten offerings and such other matters as may be reasonably
     requested by such Holders and underwriters;

                                       14

<PAGE>

              (v)   obtain "cold comfort" letters and updates thereof from the
     independent certified public accountants of the Company (and, if necessary,
     any other independent certified public accountants of any subsidiary of the
     Company or of any business acquired by the Company for which financial
     statements and financial data are, or are required to be, included in the
     Registration Statement), addressed to each selling Holder of Securities
     registered thereunder and the underwriters, if any, who have provided such
     accountants with a representation letter if required to do so under
     Statement on Auditing Standards No. 72 in customary form and covering
     matters of the type customarily covered in "cold comfort" letters in
     connection with primary underwritten offerings;

              (vi)  deliver such documents and certificates as may be reasonably
     requested by the Majority Holders and the Managing Underwriters, if any,
     including those to evidence compliance with Section 4(k) and with any
     customary conditions contained in the underwriting agreement or other
     agreement entered into by the Company and the Guarantors; and

              (vii) after the Effective Time of the Shelf Registration
     Statement, upon the request of any Holder, promptly send a Notice and
     Questionnaire to such Holder; provided neither that the Company nor the
     Guarantors shall be required to take any action to name such Holder as a
     selling securityholder in the Shelf Registration Statement or to enable
     such holder to use the prospectus forming a part thereof for resales of
     Securities except in accordance with Section 3(c) hereof.

The actions set forth in clauses (iii), (iv), (v) and (vi) of this Section shall
be performed at (A) the effectiveness of such Registration Statement and each
post-effective amendment thereto; and (B) each closing under any underwriting or
similar agreement as and to the extent required thereunder.

          (s) In the case of any Exchange Offer Registration Statement, the
Company and the Guarantors shall:

              (i)   make reasonably available for inspection by each Purchaser,
     and any attorney, accountant or other agent retained by such Purchaser, all
     relevant financial and other records, pertinent corporate documents and
     properties of the Company, the Guarantors and their respective
     subsidiaries;

              (ii)  cause the Company's and the Guarantors' officers, directors
     and employees to supply all relevant information reasonably requested by
     such Purchaser or any such attorney, accountant or agent in connection with
     any such Registration Statement as is customary for similar due diligence
     examinations; provided, however, that any information that is designated in
     writing by the Company or the Guarantors, in good faith, as confidential at
     the time of delivery of such information shall be kept confidential by such
     Purchaser or any such attorney, accountant or agent, unless such disclosure
     is made in connection with a court proceeding or required by law, or such
     information becomes available to the public generally or through a third
     party without an accompanying obligation of confidentiality;

                                       15

<PAGE>

              (iii) make such representations and warranties to such Purchaser,
     in form, substance and scope as are customarily made by issuers to
     underwriters in primary underwritten offerings and covering matters
     including, but not limited to, those set forth in the Purchase Agreement;

              (iv)  obtain opinions of counsel to the Company and the Guarantors
     and updates thereof (which counsel and opinions (in form, scope and
     substance) shall be reasonably satisfactory to such Purchaser and its
     counsel, addressed to such Purchaser, covering such matters as are
     customarily covered in opinions requested in underwritten offerings and
     such other matters as may be reasonably requested by such Purchaser or its
     counsel;

              (v)   obtain "cold comfort" letters and updates thereof from the
     independent certified public accountants of the Company and the Guarantors
     (and, if necessary, any other independent certified public accountants of
     any subsidiary of the Company or the Guarantors or of any business acquired
     by the Company for which financial statements and financial data are, or
     are required to be, included in the Registration Statement), addressed to
     such Purchaser, in customary form and covering matters of the type
     customarily covered in "cold comfort" letters in connection with primary
     underwritten offerings as permitted by Statement on Auditing Standards No.
     72, or if requested by such Purchaser or its counsel in lieu of a "cold
     comfort" letter, an agreed-upon procedures letter under Statement on
     Auditing Standards No. 35, covering matters requested by such Purchaser or
     its counsel; and

              (vi)  deliver such documents and certificates as may be reasonably
     requested by such Purchaser or its counsel, including those to evidence
     compliance with Section 4(k) and with conditions customarily contained in
     underwriting agreements.

The foregoing actions set forth in clauses (iii), (iv), (v), and (vi) of this
Section shall be performed at the close of the Registered Exchange Offer and the
effective date of any post-effective amendment to the Exchange Offer
Registration Statement.

          (t) If a Registered Exchange Offer is to be consummated, upon delivery
of the Securities by Holders to the Company (or to such other Person as directed
by the Company) in exchange for the New Securities, the Company shall mark, or
caused to be marked, on the Securities so exchanged that such Securities are
being canceled in exchange for the New Securities. In no event shall the
Securities be marked as paid or otherwise satisfied.

          (u) The Company and the Guarantors will use their reasonable best
efforts (i) if the Securities have been rated prior to the initial sale of such
Securities, to confirm such ratings will apply to the Securities or the New
Securities, as the case may be, covered by a Registration Statement; or (ii) if
the Securities were not previously rated, to cause the Securities covered by a
Registration Statement to be rated with at least one nationally recognized
statistical rating agency, if so requested by Majority Holders with respect to
the related Registration Statement or by any Managing Underwriters.

                                       16

<PAGE>

          (v) In the event that any Broker-Dealer shall underwrite any
Securities or participate as a member of an underwriting syndicate or selling
group or "assist in the distribution" (within the meaning of the Rules of Fair
Practice and the By-Laws of the National Association of Securities Dealers,
Inc.) thereof, whether as a Holder of such Securities or as an underwriter, a
placement or sales agent or a broker or dealer in respect thereof, or otherwise,
assist such Broker-Dealer in complying with the requirements of such Rules and
By-Laws, including, without limitation, by:

              (i)   if such Rules or By-Laws shall so require, engaging a
     "qualified independent underwriter" (as defined in such Rules) to
     participate in the preparation of the Registration Statement, to exercise
     usual standards of due diligence with respect thereto and, if any portion
     of the offering contemplated by such Registration Statement is an
     underwritten offering or is made through a placement or sales agent, to
     recommend the yield of such Securities;

              (ii)  indemnifying any such qualified independent underwriter to
     the extent of the indemnification of underwriters provided in Section 7
     hereof; and

              (iii) providing such information to such Broker-Dealer as may be
     required in order for such Broker-Dealer to comply with the requirements of
     such Rules.

          (w) The Company and the Guarantors shall use their reasonable best
efforts to take all other steps necessary to effect the registration of the
Securities or the New Securities, as the case may be, covered by a Registration
Statement.

          5.  Registration Expenses. The Company and the Guarantors shall bear
all expenses incurred in connection with the performance of its obligations
under Sections 2, 3 and 4 hereof and, in the event of any Shelf Registration
Statement, will reimburse the Holders for the reasonable fees and disbursements
of one firm or counsel designated by the Majority Holders to act as counsel for
the Holders in connection therewith, and, in the case of any Exchange Offer
Registration Statement, will reimburse the Purchasers for the reasonable fees
and disbursements of one firm or counsel acting in connection therewith.
Notwithstanding the foregoing, the Holders shall pay all agency fees and
commissions and underwriting discounts and commissions and the fees and
disbursements of any counsel or other advisors or experts retained by such
Holders (severally or jointly), other than the counsel specifically referred to
above.

          6.  Liquidated Damages Under Certain Circumstances. The Company, the
Guarantors, the Purchasers and each Holder of Transfer Restricted Securities
agree by acquisition of such Securities that the Holders of Transfer Restricted
Securities will suffer damages if a Registration Default (as defined below)
occurs and that it would not be feasible to ascertain the extent of such damages
with precision. Accordingly, the Company, the Guarantors, the Purchasers and
each Holder of Transfer Restricted Securities agree that the following
Liquidated Damages provisions shall constitute liquidated damages in the event
of a "Registration Default" (as defined below) and shall constitute the sole
remedy of the Purchasers and each Holder of Transfer Restricted Securities for
any Registration Defaults.

                                       17

<PAGE>

          (a) In accordance with the terms of the Securities, liquidated damages
("Liquidated Damages") with respect to the Securities and New Securities shall
be assessed as follows if any of the following events occur (each such event in
clauses (i) through (iv) below being herein called a "Registration Default"):

              (i)   on or prior to the 90/th/ day following the Issue Date (or
     such longer period as required by applicable law), neither the Exchange
     Offer Registration Statement nor the Shelf Registration Statement has been
     filed with the Commission;

              (ii)  on or prior to the 180/th/ day following the Issue Date (or
     such longer period as required by applicable law) ( the "Effectiveness
     Target Date"), neither the Exchange Offer Registration Statement nor the
     Shelf Registration Statement has been declared effective;

              (iii) on or prior to 30 business days (or such longer period as
     required by applicable law) following the Effectiveness Target Date, the
     Registered Exchange Offer has not been consummated; or

              (iv)  any Registration Statement required by this Agreement has
     been declared effective by the Commission but (A) such Registration
     Statement thereafter ceases to be effective or (B) such Registration
     Statement or the related prospectus ceases to be usable in connection with
     resales of Transfer Restricted Securities during the periods specified
     herein because either (1) any event occurs as a result of which the related
     prospectus forming part of such Registration Statement would include any
     untrue statement of a material fact or omit to state any material fact
     necessary to make the statements therein in the light of the circumstances
     under which they were made not misleading, or (2) it shall be necessary to
     amend such Registration Statement or supplement the related prospectus, to
     comply with the Act or the Exchange Act or the respective rules thereunder;

     Each of the foregoing shall constitute a Registration Default whatever the
reason for any such event and whether it is voluntary or involuntary or is
beyond the control of the Company or the Guarantors or pursuant to operation of
law or as a result of any action or inaction by the Commission; provided,
however, that the Company and the Guarantors shall in no event be required to
pay liquidated damages for more than one Registration Default at any given time.

     Liquidated Damages shall be assessed on the Securities or New Securities,
from and including the date on which any such Registration Default shall occur
to but excluding the date on which all such Registration Defaults shall have
been cured, at a rate of $.05 per week per $1,000 of Accreted Value of notes
held (the "Liquidated Damages Amount") for the first 90-day period immediately
following the occurrence of such Registration Default. The Liquidated Damages
Amount will increase by an additional $.05 per week per $1,000 of Accreted Value
of notes with respect to each subsequent 90-day period until all Registration
Defaults have been cured, up to a maximum amount of Liquidated Damages for all
Registration Defaults of $.50 per week per $1,000 of Accreted Value of notes.

                                       18

<PAGE>

          (b)   Any amounts of Liquidated Damages due pursuant to Section 6(a)
shall be paid to the Holders entitled thereto on February 1 and August 1 of any
given year as more fully set forth in the Indenture and the Notes.

          7.  Indemnification and Contribution. (a) The Company and the
Guarantors, jointly and severally, agree to indemnify and hold harmless each
Holder of Securities or New Securities, as the case may be, covered by any
Registration Statement (including each Purchaser and, with respect to any
Prospectus delivery as contemplated in Section 4(h) hereof, each Exchanging
Dealer), the directors, officers, employees and agents of each such Holder and
each Person who controls any such Holder within the meaning of either the Act or
the Exchange Act against any and all losses, claims, damages or liabilities,
joint or several, to which they or any of them may become subject under the Act,
the Exchange Act or other Federal or state statutory law or regulation, at
common law or otherwise, insofar as such losses, claims, damages or liabilities
(or actions in respect thereof) arise out of or are based upon any untrue
statement or alleged untrue statement of a material fact contained in the
Registration Statement as originally filed or in any amendment thereof, or in
any preliminary Prospectus or the Prospectus, or in any amendment thereof or
supplement thereto, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, and agrees to reimburse
each such indemnified party, as incurred, for any legal or other expenses
reasonably incurred by them in connection with investigating or defending any
such loss, claim, damage, liability or action; provided, however, that neither
the Company nor the Guarantors will be liable in any case to the extent that any
such loss, claim, damage or liability arises out of or is based upon any such
untrue statement or alleged untrue statement or omission or alleged omission
made therein in reliance upon and in conformity with written information
furnished to the Company by or on behalf of any such Holder specifically for
inclusion therein. This indemnity agreement will be in addition to any liability
which the Company and the Guarantors may otherwise have.

          The Company also agrees to indemnify or contribute as provided in
Section 7(d) to Losses of any underwriter of Securities or New Securities, as
the case may be, registered under a Shelf Registration Statement, their
directors, officers, employees or agents and each Person who controls such
underwriter on substantially the same basis as that of the indemnification of
the Purchasers and the selling Holders provided in this Section 7(a) and shall,
if requested by any Holder, enter into an underwriting agreement reflecting such
agreement, as provided in Section 4(p) hereof.

          (b)   Each Holder of securities covered by a Registration Statement
(including each Purchaser and, with respect to any Prospectus delivery as
contemplated in Section 4(h) hereof, each Exchanging Dealer) severally, but not
jointly, agrees to indemnify and hold harmless the Company and the Guarantors,
each of their respective directors, each of their respective officers who signs
such Registration Statement and each Person who controls the Company or the
Guarantors within the meaning of either the Act or the Exchange Act, to the same
extent as the foregoing indemnity from the Company and the Guarantors to each
such Holder, but only with reference to written information relating to such
Holder furnished to the Company by or on behalf of such Holder specifically for
inclusion in the documents referred to in the foregoing indemnity. This
indemnity agreement will be in addition to any liability which any such Holder
may otherwise have.

                                       19

<PAGE>

          (c) Promptly after receipt by an indemnified party under this Section
7 of notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against the indemnifying party under this
Section, notify the indemnifying party in writing of the commencement thereof;
but the failure so to notify the indemnifying party (i) will not relieve it from
liability under paragraph (a) or (b) above unless and to the extent it did not
otherwise learn of such action and is prejudiced thereby; and (ii) will not, in
any event, relieve the indemnifying party from any obligations to any
indemnified party other than the indemnification obligation provided in
paragraph (a) or (b) above. The indemnifying party shall be entitled to appoint
counsel of the indemnifying party's choice at the indemnifying party's expense
to represent the indemnified party in any action for which indemnification is
sought (in which case the indemnifying party shall not thereafter be responsible
for the fees and expenses of any separate counsel retained by the indemnified
party or parties except as set forth below); provided, however, that such
counsel shall be reasonably satisfactory to the indemnified party.
Notwithstanding the indemnifying party's election to appoint counsel to
represent the indemnified party in an action, the indemnified party shall have
the right to employ separate counsel (including local counsel), and the
indemnifying party shall bear the reasonable fees, costs and expenses of such
separate counsel if (i) the use of counsel chosen by the indemnifying party to
represent the indemnified party would present such counsel with a conflict of
interest; (ii) the actual or potential defendants in, or targets of, any such
action include both the indemnified party and the indemnifying party and the
indemnified party shall have reasonably concluded that there may be legal
defenses available to it and/or other indemnified parties which are different
from or additional to those available to the indemnifying party; (iii) the
indemnifying party shall not have employed counsel satisfactory to the
indemnified party to represent the indemnified party within a reasonable time
after notice of the institution of such action; or (iv) the indemnifying party
shall authorize the indemnified party to employ separate counsel at the expense
of the indemnifying party. An indemnifying party will not, without the prior
written consent of the indemnified parties, settle or compromise or consent to
the entry of any judgment with respect to any pending or threatened claim,
action, suit or proceeding in respect of which indemnification or contribution
may be sought hereunder (whether or not the indemnified parties are actual or
potential parties to such claim or action) unless such settlement, compromise or
consent includes (i) an unconditional release of each indemnified party from all
liability arising out of such claim, action, suit or proceeding and (ii) does
not include a statement as to or an admission of fault or failure to act by or
on behalf of any indemnified party. No indemnifying party shall be liable under
subsections (a), (b) or (c) of this Section for any settlement of any claim or
action effected without its consent, which consent will not be unreasonably
withheld; provided, however, that such indemnifying party has notified in
writing the indemnified party of its refusal to accept such settlement within 30
days of its receipt of a notice from the indemnified party outlining the terms
of such settlement.

          (d) In the event that the indemnity provided in paragraph (a) or (b)
of this Section is unavailable to or insufficient to hold harmless an
indemnified party for any reason, then each applicable indemnifying party shall
have a joint and several obligation to contribute to the aggregate losses,
claims, damages and liabilities (including legal or other expenses reasonably
incurred in connection with investigating or defending same) (collectively
"Losses") to which such indemnified party may be subject in such proportion as
is appropriate to reflect the relative benefits received by such indemnifying
party, on the one hand, and such indemnified party, on the other hand, from the
Initial Placement and the Registration Statement which

                                       20

<PAGE>

resulted in such Losses; provided, however, that in no case shall any Purchaser
of any Security or New Security be responsible, in the aggregate, for any amount
in excess of the purchase discount or commission applicable to such Security, or
in the case of a New Security, applicable to the Security that was exchangeable
into such New Security, as set forth in the Final Memorandum, nor shall any
underwriter be responsible for any amount in excess of the underwriting discount
or commission applicable to the securities purchased by such underwriter under
the Registration Statement which resulted in such Losses, nor shall any
subsequent Holder of any Security or New Security be responsible, in the
aggregate, for any amount in excess of the net proceeds received by such Holder
from the resale of such securities under the Registration Statement which
resulted in such Losses. If the allocation provided by the immediately preceding
sentence is unavailable for any reason, the indemnifying party and the
indemnified party shall contribute in such proportion as is appropriate to
reflect not only such relative benefits but also the relative fault of such
indemnifying party, on the one hand, and such indemnified party, on the other
hand, in connection with the statements or omissions which resulted in such
Losses as well as any other relevant equitable considerations. Benefits received
by the Company and the Guarantors shall be deemed to be equal to the sum of (x)
the total net proceeds from the Initial Placement (before deducting expenses) as
set forth in the Final Memorandum and (y) the total amount of additional
interest which the Company and the Guarantors were not required to pay as a
result of registering the securities covered by the Registration Statement which
resulted in such Losses. Benefits received by the Purchasers shall be deemed to
be equal to the total purchase discounts and commissions as set forth in the
Final Memorandum, and benefits received by any other Holders shall be deemed to
be equal to the value of receiving Securities or New Securities, as applicable,
registered under the Act. Benefits received by any underwriter shall be deemed
to be equal to the total underwriting discounts and commissions, as set forth on
the cover page of the Prospectus forming a part of the Registration Statement
which resulted in such Losses. Relative fault shall be determined by reference
to, among other things, whether any alleged untrue statement or omission relates
to information provided by the indemnifying party, on the one hand, or by the
indemnified party, on the other hand, the intent of the parties and their
relative knowledge, access to information and opportunity to correct or prevent
such untrue statement or omission. The parties agree that it would not be just
and equitable if contribution were determined by pro rata allocation (even if
the Holders were treated as one entity for such purpose) or any other method of
allocation which does not take account of the equitable considerations referred
to above. Notwithstanding the provisions of this paragraph (d), no Person guilty
of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act)
shall be entitled to contribution from any Person who was not guilty of such
fraudulent misrepresentation. For purposes of this Section, each Person who
controls a Holder within the meaning of either the Act or the Exchange Act and
each director, officer, employee and agent of such Holder shall have the same
rights to contribution as such Holder, and each Person who controls the Company
or the Guarantors within the meaning of either the Act or the Exchange Act, each
officer of the Company and the Guarantors who shall have signed the Registration
Statement and each director of the Company and the Guarantors shall have the
same rights to contribution as the Company and the Guarantors, subject in each
case to the applicable terms and conditions of this paragraph (d).

          (e) The provisions of this Section will remain in full force and
effect, regardless of any investigation made by or on behalf of any Holder or
the Company or the

                                       21

<PAGE>

Guarantors or any of the officers, directors or controlling Persons referred to
in this Section hereof, and will survive the sale by a Holder of securities
covered by a Registration Statement.

          8.  Underwritten Registrations. In connection with any Shelf
Registration Statement required under this Agreement, the Company and the
Guarantors may enter into one or more underwriting agreements, engagement
letters, agency agreements, "best efforts" underwriting agreements or similar
agreements, as appropriate, including customary provisions relating to
indemnification and contribution, and take such other actions in connection
therewith as the Majority Holders shall request in order to expedite or
facilitate the disposition of such Securities.

          (a) If any of the Securities or New Securities, as the case may be,
covered by any Shelf Registration Statement are to be sold in an underwritten
offering, the Managing Underwriters shall be selected by the Majority Holders
provided that such Managing Underwriters shall be reasonably satisfactory to the
Company and the Guarantors.

          (b) No Person may participate in any underwritten offering pursuant to
any Shelf Registration Statement, unless such Person (i) agrees to sell such
Person's Securities or New Securities, as the case may be, on the basis
reasonably provided in any underwriting arrangements approved by the Persons
entitled hereunder to approve such arrangements; and (ii) completes and executes
all questionnaires, powers of attorney, indemnities, underwriting agreements and
other documents reasonably required under the terms of such underwriting
arrangements.

          9.  No Inconsistent Agreements. Neither the Company nor the Guarantors
have, as of the date hereof, entered into, nor shall they, on or after the date
hereof, enter into, any agreement with respect to its securities that is
inconsistent with the rights granted to the Holders herein or otherwise
conflicts with the provisions hereof.

          10. Amendments and Waivers. The provisions of this Agreement,
including the provisions of this sentence, may not be amended, qualified,
modified or supplemented, and waivers or consents to departures from the
provisions hereof may not be given, unless the Company has obtained the written
consent of the Majority Holders (or, after the consummation of any Registered
Exchange Offer in accordance with Section 2 hereof, of New Securities); provided
that, with respect to any matter that directly or indirectly affects the rights
of any Purchaser hereunder, the Company shall obtain the written consent of each
such Purchaser against which such amendment, qualification, supplement, waiver
or consent is to be effective. Notwithstanding the foregoing (except the
foregoing proviso), a waiver or consent to departure from the provisions hereof
with respect to a matter that relates exclusively to the rights of Holders whose
Securities or New Securities, as the case may be, are being sold pursuant to a
Registration Statement and that does not directly or indirectly affect the
rights of other Holders may be given by the Majority Holders, determined on the
basis of Securities or New Securities, as the case may be, being sold rather
than registered under such Registration Statement.

          11. Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, first-class mail,
telex, telecopier or air courier guaranteeing overnight delivery:

                                       22

<PAGE>

          (a) if to a Holder, at the most current address given by such holder
to the Company in accordance with the provisions of this Section, which address
initially is, with respect to each Holder, the address of such Holder maintained
by the Registrar under the Indenture, with copies in like manner to Credit
Suisse First Boston LLC.

          (b) if to you, initially at the respective addresses set forth in the
Purchase Agreement; and

          (c) if to the Company or the Guarantors, initially at the address set
forth in the Purchase Agreement with a copy to Company counsel at the following
address:

          Palmer & Dodge LLP
          11 Huntington Avenue
          Boston, MA  02199
          Attn: Matthew J. Gardella
          Tel: (617) 239-0100
          Facsimile: (617) 227-4420

          All such notices and communications shall be deemed to have been duly
given when received.

          The Purchasers, Company and the Guarantors by notice to the other
parties may designate additional or different addresses for subsequent notices
or communications.

          12. Successors. This Agreement shall inure to the benefit of and be
binding upon the successors and assigns of each of the parties, including,
without the need for an express assignment or any consent by the Company or the
Guarantors thereto, subsequent Holders of Securities and the New Securities. The
Company and the Guarantors hereby agree to extend the benefits of this Agreement
to any Holder of Securities and the New Securities, and any such Holder may
specifically enforce the provisions of this Agreement as if an original party
hereto.

          13. Counterparts. This agreement may be in signed counterparts, each
of which shall an original and all of which together shall constitute one and
the same agreement.

          14. Headings. The headings used herein are for convenience only and
shall not affect the construction hereof.

          15. Applicable Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of New York applicable to contracts
made and to be performed in the State of New York.

          16. Severability. In the event that any one of more of the provisions
contained herein, or the application thereof in any circumstances, is held
invalid, illegal or unenforceable in any respect for any reason, the validity,
legality and enforceability of any such provision in every other respect and of
the remaining provisions hereof shall not be in any way impaired or affected
thereby, it being intended that all of the rights and privileges of the parties
shall be enforceable to the fullest extent permitted by law.

                                       23

<PAGE>

          17. Securities Held by the Company, Etc. Whenever the consent or
approval of Holders of a specified percentage of the principal amount at
maturity of Securities or New Securities is required hereunder, Securities or
New Securities, as applicable, held by the Company, the Guarantors or their
respective Affiliates (other than subsequent Holders of Securities or New
Securities if such subsequent Holders are deemed to be Affiliates solely by
reason of their holdings of such Securities or New Securities) shall not be
counted in determining whether such consent or approval was given by the Holders
of such required percentage.

                                       24

<PAGE>

          If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us the enclosed duplicate hereof, whereupon
this letter and your acceptance shall represent a binding agreement among the
Company, the Guarantors and the several Purchasers.

                                         Very truly yours,

                                         AMERICAN TOWERS, INC.


                                         By: /s/ Bradley E. Singer
                                             -----------------------------------
                                             Name: Bradley E. Singer
                                             Title: Chief Financial Officer and
                                                    Treasurer

                                       25

<PAGE>

          Each of the Guarantors agrees to be bound by the terms and conditions
of this Registration Rights Agreement, as of the date of the consummation of the
Escrow Corp. Merger. Prior to such date, the Guarantors shall not be deemed to
be a party to this Registration Rights Agreement and shall not be bound by the
terms and conditions thereof.

                                      American Tower Corporation
                                      ATC GP, Inc.
                                      American Tower Delaware Corporation
                                      American Tower Management, Inc.
                                      ATC LP Inc.
                                      ATC International Holding Corp.
                                      New Loma Communications, Inc.
                                      Towersites Monitoring, Inc.
                                      Kline Iron & Steel Co., Inc.
                                      Carolina Towers, Inc.
                                      ATC Tower Services, Inc.
                                      UniSite, Inc.
                                      ATC South America Holding Corp.
                                      American Tower International, Inc.


                                      By: /s/ Justin D. Benincasa
                                          --------------------------------------
                                          Name: Justin D. Benincasa
                                          Title: Sr. Vice President

                                      American Tower LLC

                                      By: American Tower Corporation, its sole
                                          member and manager


                                      By: /s/ Justin D. Benincasa
                                          --------------------------------------
                                          Name: Justin D. Benincasa
                                          Title: Sr. Vice President

                                       26

<PAGE>

                                      Towers of America, L.L.L.P.
                                      ATS/PCS, LLC

                                      By: American Tower, L.P., its general
                                          partner and its sole member and
                                          manager (as applicable)
                                      By: ATC GP, INC., its general partner


                                      By: /s/ Justin D. Benincasa
                                          --------------------------------------
                                          Name: Justin D. Benincasa
                                          Title: Sr. Vice President

                                      American Tower PA LLC
                                      Telecom Towers, L.L.C.
                                      ATC South LLC

                                      By: American Towers, Inc., its sole member
                                          and manager


                                      By: /s/ Justin D. Benincasa
                                          --------------------------------------
                                          Name: Justin D. Benincasa
                                          Title: Sr. Vice President

                                      ATC Midwest, LLC

                                      By: American Tower Management, Inc., its
                                          sole member and manager


                                      By: /s/ Justin D. Benincasa
                                          --------------------------------------
                                          Name: Justin D. Benincasa
                                          Title: Sr. Vice President

                                       27

<PAGE>

                                      MHB Tower Rentals of America, LLC

                                      By: ATC South LLC., its sole member
                                      By: American Towers, Inc., its sole member
                                          and manager


                                      By: /s/ Justin D. Benincasa
                                          --------------------------------------
                                          Name: Justin D. Benincasa
                                          Title: Sr. Vice President

                                      American Tower, L.P.

                                      By: ATC GP, Inc., its general partner


                                      By: /s/ Justin D. Benincasa
                                          --------------------------------------
                                          Name: Justin D. Benincasa
                                          Title: Sr. Vice President

                                      Shreveport Tower Company

                                      By: Telecom Towers, LLC, and
                                          ATC South, LLC, its general partners
                                      By: American Towers, Inc., their sole
                                          member and manager


                                      By: /s/ Justin D. Benincasa
                                          --------------------------------------
                                          Name: Justin D. Benincasa
                                          Title: Sr. Vice President

                                      American Tower Trust #1
                                      American Tower Trust #2

                                      By: /s/ Justin D. Benincasa
                                          --------------------------------------
                                          Name: Justin D. Benincasa
                                          Title: Trustee

                                       28

<PAGE>

The foregoing Agreement is hereby confirmed and
accepted as of the date first above written.

Credit Suisse First Boston LLC
Goldman, Sachs & Co.

By: Credit Suisse First Boston LLC

By: /s/ Kristin M. Allen
    ----------------------------------
    Name: Kristin M. Allen
    Title: Managing Director

For themselves and the other several
Purchasers named in Schedule A to the Purchase Agreement.

                                       29

<PAGE>

                                                                         ANNEX A

          Each Broker-Dealer that receives New Securities for its own account
pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such New Securities. The Letter of
Transmittal states that by so acknowledging and by delivering a prospectus, a
Broker-Dealer will not be deemed to admit that it is an "underwriter" within the
meaning of the Act. This Prospectus, as it may be amended or supplemented from
time to time, may be used by a Broker-Dealer in connection with resales of New
Securities received in exchange for Securities where such Securities were
acquired by such Broker-Dealer as a result of market-making activities or other
trading activities. The Company has agreed that, starting on the Expiration Date
(as defined herein) and ending on the close of business 180 days after the
Expiration Date, it will make this Prospectus available to any Broker-Dealer for
use in connection with any such resale. See "Plan of Distribution".

                                       30

<PAGE>

                                                                         ANNEX B

          Each Broker-Dealer that receives New Securities for its own account in
exchange for Securities, where such Securities were acquired by such
Broker-Dealer as a result of market-making activities or other trading
activities, must acknowledge that it will deliver a prospectus in connection
with any resale of such New Securities. See "Plan of Distribution".

                                       31

<PAGE>

                                                                         ANNEX C

                              PLAN OF DISTRIBUTION

          Each Broker-Dealer that receives New Securities for its own account
pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such New Securities. This
Prospectus, as it may be amended or supplemented from time to time, may be used
by a Broker-Dealer in connection with resales of New Securities received in
exchange for Securities where such Securities were acquired as a result of
market-making activities or other trading activities. The Company has agreed
that, starting on the Expiration Date and ending on the close of business 180
days after the Expiration Date, it will make this Prospectus, as amended or
supplemented, available to any Broker-Dealer for use in connection with any such
resale. In addition, until the date that is 180 days from Issue Date, all
dealers effecting transactions in the New Securities may be required to deliver
a prospectus.

          The Company will not receive any proceeds from any sale of New
Securities by brokers-dealers. New Securities received by Broker-Dealers for
their own account pursuant to the Exchange Offer may be sold from time to time
in one or more transactions in the over-the-counter market, in negotiated
transactions, through the writing of options on the New Securities or a
combination of such methods of resale, at market prices prevailing at the time
of resale, at prices related to such prevailing market prices or negotiated
prices. Any such resale may be made directly to purchasers or to or through
brokers or dealers who may receive compensation in the form of commissions or
concessions from any such Broker-Dealer and/or the purchasers of any such New
Securities. Any Broker-Dealer that resells New Securities that were received by
it for its own account pursuant to the Exchange Offer and any broker or dealer
that participates in a distribution of such New Securities may be deemed to be
an "underwriter" within the meaning of the Act and any profit of any such resale
of New Securities and any commissions or concessions received by any such
Persons may be deemed to be underwriting compensation under the Act. The Letter
of Transmittal states that by acknowledging that it will deliver and by
delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is
an "underwriter" within the meaning of the Act.

          For a period of 180 days after the Expiration Date, the Company will
promptly send additional copies of this Prospectus and any amendment or
supplement to this Prospectus to any Broker-Dealer that requests such documents
in the Letter of Transmittal. The Company has agreed to pay all expenses
incident to the Exchange Offer (including the expenses of one counsel for the
holder of the Securities) other than commissions or concessions of any brokers
or dealers and will indemnify the holders of the Securities (including any
Broker-Dealers) against certain liabilities, including liabilities under the
Act.

                                       32

<PAGE>

                                                                         ANNEX D

Rider A

                  CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10
                  ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY
                  AMENDMENTS OR SUPPLEMENTS THERETO.

                  Name:    ____________________________________________
                  Address: ____________________________________________
                           ____________________________________________

Rider B

If the undersigned is not a Broker-Dealer, the undersigned represents that it
acquired the New Securities in the ordinary course of its business, it is not
engaged in, and does not intend to engage in, a distribution of New Securities
and it has not made arrangements or understandings with any Person to
participate in a distribution of the New Securities. If the undersigned is a
Broker-Dealer that will receive New Securities for its own account in exchange
for Securities, it represents that the Securities to be exchanged for New
Securities were acquired by it as a result of market-making activities or other
trading activities and acknowledges that it will deliver a prospectus in
connection with any resale of such New Securities; however, by so acknowledging
and by delivering a prospectus, the undersigned will not be deemed to admit that
it is an "underwriter" within the meaning of the Act.

                                       33

<PAGE>

                                                                         ANNEX E

                              AMERICAN TOWERS, INC.

                         INSTRUCTION TO DTC PARTICIPANTS

                                (Date of Mailing)
                     URGENT -- IMMEDIATE ATTENTION REQUESTED
                          DEADLINE FOR RESPONSE: [DATE]

The Depositary Trust Company ("DTC") has identified you as a DTC Participant
through which beneficial interests in the American Towers, Inc. (the "Company")
12.25% Senior Subordinated Discount Notes due 2008 (the "Securities") are held.

The Company is in the process of registering the Securities under the Securities
Act of 1933 for resale by the beneficial owners thereof. In order to have their
Securities included in the registration statement, beneficial owners must
complete and return the enclosed Notice of Registration Statement and Selling
Securityholder Questionnaire.

It is important that beneficial owners of the Securities receive a copy of the
enclosed materials as soon as possible as their rights to have the Securities
included in the registration statement depend upon their returning the Notice
and Questionnaire by [DEADLINE FOR RESPONSE]. Please forward a copy of the
enclosed documents to each beneficial owner that holds interest in the
Securities through you. If you require more copies of the enclosed materials or
have any questions pertaining to this matter, please contact American Towers,
Inc., 116 Huntington Avenue, 11/th/ Floor, Boston, MA 02116, Attention: General
Counsel.

<PAGE>

                           AMERICAN TOWERS CORPORATION

                  (Notice of Registration Statement and Selling
                          Securityholder Questionnaire
                                     (Date)

Reference is hereby made to the Warrant Registration Rights Agreement (the
"Warrant Registration Rights Agreement") between American Towers, Inc. (the
"Company") and the Purchasers named therein. Pursuant to the American Towers,
Inc. Registration Rights Agreement, the Company has filed with the United States
Securities and Exchange Commission (the "Commission") a registration statement
on Form ___ (the "Shelf Registration Statement") for the registration and resale
under Rule 415 of the Securities Act of 1933, as amended (the "Securities Act"),
of the Company's 12.25% Senior Subordinated Discount Notes due 2008, (the
"Securities"). A copy of the Registration Rights Agreement is attached hereto.
All capitalized terms not otherwise defined herein shall have the meanings
ascribed thereto in the Registration Rights Agreement.

Each beneficial owner of Transfer Restricted Securities (as defined below) is
entitled to have the Transfer Restricted Securities beneficially owned by it
included in the Shelf Registration Statement. In order to have Transfer
Restricted Securities included in the Shelf Registration Statement, this Notice
of Registration Statement and Selling Securityholder Questionnaire ("Notice and
Questionnaire") must be completed, executed and delivered to the Company's
counsel of the address set forth herein for receipt ON OR BEFORE [DEADLINE FOR
RESPONSE]. Beneficial owners of Transfer Restricted Securities who do not
complete, execute and return this Notice and Questionnaire by such date (i) will
not be named as selling securityholders in the Shelf and Registration Statement
and (ii) may not use the Prospectus forming a part thereof for resales of
Transfer Securities.

Certain legal consequences arise from being named as a selling securityholder in
the Shelf Registration Statement and related Prospectus. Accordingly, holders
and beneficial owners of Transfer Restricted Securities are advised to consult
their own securities law counsel regarding the consequence of being name or not
being named as a selling securityholder in the Shelf Registration Statement and
related Prospectus.

The term "TRANSFER RESTRICTED SECURITIES" is defined in the Registration Rights
Agreement.

                                       2

<PAGE>

                                    ELECTION

The undersigned holder (the "Selling Securityholder") of Transfer Restricted
Securities hereby elects to include in the Shelf Registration Statement the
Transfer Restricted Securities beneficially owned by it and listed below in Item
(3). The undersigned, by signing and returning this Notice and Questionnaire,
agrees to be bound with respect to such Transfer Restricted Securities by the
terms and conditions of this Notice and Questionnaire and the Registration
Rights Agreement, as if the undersigned Selling Securityholder were an original
party thereto.

Upon any sale of Transfer Restricted Securities pursuant to the Shelf
Registration Statement, the Selling Securityholder will be required to deliver
to the Company and Trustee the Notice of Transfer set forth as Annex F to the
Registration Rights Agreement. The Selling Securityholder hereby provides the
following information to the Company and represents and warrants that such
information is accurate and complete:

                                       3

<PAGE>

                                  QUESTIONNAIRE

(1)  (a)  Full Legal Name of Selling Securityho1der:

     (b)  Full Legal Name of Holder (if not the same as in (a) above) of
          Transfer Restricted Securities Listed in Item (3) below:

     (c)  Full Legal Name of DTC Participant (if applicable and if not the same
          as (b) above) Through Which Transfer Restricted Securities Listed in
          Item (3) below are Held:

(2)  Address for Notices to Selling Securityholder:

     Telephone:
     Fax:
     Contact Person:

(3)  Beneficial Ownership of Securities:

     Except as set forth below in this Item (3), the undersigned does not
beneficially own any Securities.

     (a)  Principal Amount at Maturity of Transfer Restricted Securities
          beneficially owned: _____ CUSIP No(s). of such Transfer Restricted
          Securities_____

     (b)  Principal Amount at Maturity of Securities other than Transfer
          Restricted Securities beneficially owned: ____ CUSIP No(s). of such
          other Securities_____

     (c)  Principal Amount at Maturity of Transfer Restricted Securities which
          the undersigned wishes to be included in the Shelf Registration
          Statement: _____ CUSIP No(s). of such Transfer Restricted Securities
          to be included in the Shelf Registration Statement_____

(4)  Beneficial Ownership of other Securities of the Company:

     Except as set forth below in this Item (4), the undersigned Selling
     Securityholder is not the beneficial or registered owner of any other
     securities of the Company, other than the Securities listed above in Item
     (3).

     State any exceptions here:

(5)  Relationships with the Company:

     Except as set forth below, neither the Selling Securityholder nor any of
     its affiliates, officers, directors or principal equity holders (5% or
     more) has held any position or office or has had any other material
     relationship with the Company (or its predecessors or affiliates) during
     the past three years.

(6)  Plan of Distribution:

     State any exceptions here:

     Except as set forth below, the undersigned Selling Securityholder intends
to distribute the Transfer Restricted Securities listed above in Item (3) only
as follows (if at all): Such Transfer

                                       4

<PAGE>

Restricted Securities may be sold from time to time directly by the undersigned
Selling Securityholder or, alternatively, through underwriters, broker-dealers
or agents. Such Transfer Restricted Securities may be sold in one or more
transactions at fixed prices, at prevailing market prices at the time of sale,
at varying prices determined at the time of sale, or at negotiated prices. Such
sales may be effected in transactions (which may involve crosses or block
transactions) (i) on any national securities exchange or quotation service on
which the Registered Securities may be listed or quoted at the time of sale,
(ii) in the over-the-counter market, (iii) in transactions otherwise than on
such exchanges or services or in the over-the-counter market, or (iv) through
the writing of options. In connection with sales of the Transfer Restricted
Securities or otherwise, the Selling Securityholder may enter into hedging
transactions with broker-dealers, which may in turn engage in short sales of the
Transfer Restricted Securities in the course of hedging the positions they
assume. The Selling Securityholder may also sell Transfer Restricted Securities
short and deliver Transfer Restricted Securities to close out such short
positions, or loan or pledge Transfer Restricted Securities to broker-dealers
that in turn may sell such securities

     State any exceptions here:

By signing below, the Selling Securityholder acknowledges that it understands
its obligation to comply, and agrees that it will comply, with the provisions of
the Exchange Act and the rules and regulations thereunder, particularly
Regulation M.

In the event that the Selling Securityholder transfers all or any portion of the
Transfer Restricted Securities listed in Item (3) above after the date on which
such information is provided to the Company, the Selling Securityholder agrees
to notify the transferee(s) at the time of the transfer of its rights and
obligations under this Notice and Questionnaire and the Exchange and
Registration Rights Agreement.

By signing below, the Selling Securityholder consents to the disclosure of the
information contained herein in its answers to Items (1) through (6) above and
the inclusion of such information in the Shelf Registration Statement and
related Prospectus. The Selling Securityholder understands that such information
will be relied upon by the Company in connection with the preparation of the
Shelf Registration Statement and related Prospectus. In accordance with the
Selling Securityholder's obligation under Section 3(e) of the Exchange and
Registration Rights Agreement to provide such information as may be required by
law for inclusion in the Shelf Registration Statement, the Selling
Securityholder agrees to promptly notify the Company of any inaccuracies or
changes in the information provided herein which may occur subsequent to the
date hereof at any time while the Shelf Registration Statement remains in
effect. All notices hereunder and pursuant to the Registration Rights Agreement
shall be made in writing, by hand-delivery, or air courier guaranteeing
overnight delivery as follows:

                                       5

<PAGE>

(i)  To the Company:

     ____________________
     ____________________
     ____________________
     ____________________
     ____________________

(ii) With a copy to:

     ____________________
     ____________________
     ____________________

Once this Notice and Questionnaire is executed by the Selling Securityholder and
received by the Company's counsel, the terms of this Notice and Questionnaire,
and the representations and warranties contained herein, shall be binding on,
shall inure to the benefit of and shall be enforceable by the respective
successors, heirs, personal representatives, and assigns of the Company and the
Selling Securityholder (with respect to the Transfer Restricted Securities
beneficially owned by such Selling Securityholder and listed in Item (3) above.
This Agreement shall be governed in all respects by the laws of the State of New
York.

                                       6

<PAGE>

IN WITNESS WHEREOF, the undersigned, by authority duly given, has caused this
Notice and Questionnaire to be executed and delivered either in person or by its
duly authorized agent.

Dated:

Selling Securityholder
(Print/type full legal name of beneficial owner of Transfer Restricted
Securities)

By:
Name:
Title:

PLEASE RETURN THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE FOR RECEIPT ON
OR BEFORE [DEADLINE FOR RESPONSE] TO THE COMPANY'S COUNSEL AT:

_____________________________
_____________________________
_____________________________
_____________________________
_____________________________

<PAGE>

                                                                         ANNEX F

Notice of Transfer Pursuant to Registration Statement

America Towers, Inc.
The Bank of New York
Trustee Services
5 Penn Plaza, 13/th/ Floor
New York, NY 10001

Attention: Trust Officer

Re:  12.25% Senior Subordinated Discount Notes Due 2008

Dear Sirs:

     Please be advised that __________________has transferred $_______________
accreted value of the above-referenced Notes pursuant to an effective
Registration Statement on Form [ ] (File No. 333- ) filed by the Company.

     We hereby certify that the prospectus delivery requirements, if any, of the
Securities Act of 1933, as amended, have been satisfied and that the above-named
beneficial owner of the Notes is named as a "Selling Holder" in the Prospectus
dated [DATE] or in supplements thereto, and that the accreted value of the Notes
transferred are the Notes listed in such Prospectus opposite such owner's name.

Dated:

                                             Very truly yours,

                                             ______________________________
                                             (Name)
                                             By: (Authorized Signature)