Amendment No.1 to Warrant Agreement



 Exhibit 4.2 
  

AMENDMENT NO. 1 TO  
 WARRANT
AGREEMENT 
  
 This Amendment No. 1 to Warrant Agreement
(this “Amendment”) is dated as of August 8, 2005, by and among American Tower Corporation (“American Tower”), SpectraSite, Inc. (“SpectraSite”), The Bank of New York (“BONY”)
and EquiServe Trust Company, N.A. (“EquiServe”) and amends that certain Warrant Agreement, dated as of February 10, 2003, between SpectraSite and EquiServe (as amended, the “Warrant Agreement”). Capitalized
terms used but not defined herein shall have the same meanings ascribed to such terms in the Warrant Agreement. 
  
 W I T N E S S E T H 
  
 WHEREAS, American Tower, Asteroid Merger Sub, LLC (“Merger Sub”) and SpectraSite are parties to that certain Agreement and Plan of Merger, dated as of May 3, 2005 (the “Merger
Agreement”), pursuant to which SpectraSite will be merged with and into Merger Sub (the “Merger”), and Merger Sub will survive the Merger; 
  
 WHEREAS, in connection with the Merger, each share of SpectraSite common stock issued and outstanding at the time the Merger
becomes effective as set forth in the relevant certificate of merger (the “Merger Effective Time”) will be converted into 3.575 shares of American Tower Class A common stock, par value $0.01 per share; 
  
 WHEREAS, pursuant to Section 12 of the Warrant Agreement, if SpectraSite
is party to a merger, the successor corporation shall make appropriate provision by amendment of the Warrant Agreement so that the holders of Warrants then outstanding shall have the right at any time thereafter, upon exercise of such Warrants (in
lieu of the number of shares of SpectraSite common stock theretofore deliverable) to receive the kind and amount of securities and cash receivable upon such merger as would be received by a holder of the number of shares of SpectraSite common stock
issuable upon exercise of such Warrants immediately prior to such merger; 
  
 WHEREAS, pursuant to Section 22(a) of the Warrant Agreement, SpectraSite and EquiServe may supplement or amend the Warrant Agreement without the approval of any holders of Warrant Certificates, among other
things, to provide for matters which SpectraSite and EquiServe may deem necessary or desirable and which shall not adversely affect the interests of the holders of Warrant Certificates; and 
  
 WHEREAS, SpectraSite and EquiServe desire to amend the terms of the Warrant
Agreement in the manner set forth herein. 
  
 NOW, THEREFORE, in
consideration of the premises and the mutual agreements herein set forth, the parties hereby agree as follows: 







 Section 1. Effective Time. This Amendment shall be effective immediately following the Merger
Effective Time, which shall occur at such time and on the terms and conditions of the Merger Agreement. 
  
 Section 2. Right to Receive American Tower Class A Common Stock. Pursuant to Section 12 of the Warrant Agreement, the holders of the
Warrants outstanding immediately prior to the Merger Effective Time shall have the right at any time hereafter, upon exercise of such Warrants, to receive 3.575 shares of American Tower Class A common stock in lieu of each share of SpectraSite
common stock receivable under such Warrant, with, following the Merger Effective Time, such future adjustments, if any, to the Exercise Price, the number of shares covered by each Warrant and the number of Warrants outstanding as provided in
Section 10 of the Warrant Agreement. 
  
 Section 3.
References to Company. References to the Company in the Warrant Agreement shall refer to American Tower, as applicable. 
  
 Section 4. Resignation and Replacement of Warrant Agent. EquiServe hereby agrees to resign as Warrant Agent under the Warrant Agreement and
SpectraSite waives the 30-day prior written notice requirement in Section 19 of the Warrant Agreement. The Company hereby appoints BONY to act as Warrant Agent in accordance with the terms and conditions of the Warrant Agreement, and the
Warrant Agent hereby accepts such appointment. In connection with the appointment of BONY as Warrant Agent, the references to “Canton, Massachusetts” in the last paragraph of Section 4 and the third sentence of Section 6(a) of
the Warrant Agreement are hereby deleted and replaced with “New York, New York”. 
  
 Section 5. Amendment to Section 21(a). Section 21(a) of the Warrant Agreement is hereby deleted in its entirety and replaced with the following: 
  

	 	“(a)	 	If to the Company, to: 

  
 American Tower Corporation 
 116 Huntington Avenue, 11th Floor 
 Boston, MA 02116 
 Facsimile: 617-375-7575 
 Attention: General Counsel 
  
 with a copy to: 
  
 Palmer & Dodge LLP 
 111 Huntington Avenue 
 Boston, MA 02199-7613 
 Facsimile: 617-227-4420 
 Attention: Matthew J. Gardella, Esq.”. 
  

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 Section 6. Amendment to Section 21(b). Section 21(b) of the Warrant Agreement is hereby
deleted in its entirety and replaced with the following: 
  

	 	“(b)	 	If to the Warrant Agent, to: 

  
 The Bank of New York 
 101 Barclay Street, 11-E 
 New York, NY 10286 
 Facsimile: 212-815-7048 
 Attention: George Dalton”. 
  
 Section 7. Ratification of Warrant Agreement. Except as expressly amended hereby, the Warrant Agreement is in all respects ratified and confirmed and all the terms, conditional and provisions thereof shall remain in full force and
effect. 
  
 Section 8. Benefits of this Agreement. Nothing
in this Amendment shall be construed to give any Person other than American Tower, SpectraSite, BONY, EquiServe and the registered holders of the Warrant Certificates any legal or equitable right, remedy or claim under this Amendment, but this
Amendment shall be for the sole and exclusive benefit of American Tower, SpectraSite, BONY, EquiServe and the registered holders of the Warrant Certificates. 
  
 Section 9. Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York without giving
effect to the conflicts of law principles thereof. 
  
 Section 10.
Counterparts. This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

  
 Section 11. Captions. The captions of the sections of
this Amendment have been inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof. 
  
 [Remainder of page intentionally left blank] 
  

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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the day and
year first above written. 
  
 AMERICAN TOWER
CORPORATION 
  
 By: /s/ William H.
Hess                      
         Name: William H. Hess 
         Title: Executive Vice President, General 
                     Counsel and Secretary 
  
 SPECTRASITE, INC. 
  
 By: /s/ Stephen H.
Clark                      
         Name: Stephen H. Clark 
         Title: President and Chief Executive Officer 
  
 THE BANK OF NEW YORK 
  
 By: /s/ George
Dalton                          
         Name: George Dalton 
         Title: Vice President 
  
 EQUISERVE TRUST COMPANY, N.A. 
  
 By: /s/ Carol
Mulvey-Eori                    
         Name: Carol Mulvey-Eori 
         Title: Managing Director 
  

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