Description of Capital Stock



 Exhibit 4.1 
 DESCRIPTION OF AMERICAN TOWER CORPORATION CAPITAL STOCK 
 The following
summarizes the material terms of the common stock and undesignated preferred stock of American Tower Corporation (the “Company”) as set forth in the Company’s Restated Certificate of Incorporation (the “Charter”) and its
Amended and Restated By-Laws (the “By-Laws”). While we believe that the following description covers the material terms of Company’s common stock, the following summary may not contain all of the information that is important to you
and is subject to and qualified in its entirety by reference to applicable Delaware law and to the Charter and By-Laws. 
 Authorized
Capital 
 The Charter authorizes the Company to issue up to 1,020,000,000 shares of stock, consisting of 1,000,000,000
shares of common stock, $0.01 par value per share, and 20,000,000 shares of preferred stock, $0.01 par value per share. 
 Common Stock

 All shares of the Company’s common stock will be validly issued, fully paid and non-assessable. Under Delaware
General Corporation Law (“DGCL”), stockholders generally are not personally liable for a corporation’s acts or debts. 
 Voting Rights. With respect to all matters upon which stockholders are entitled to vote, the holders of the Company’s common stock will be entitled to one vote in person or by proxy for each
share of the Company’s common stock outstanding in the name of such stockholders on the record of stockholders. Generally, all matters to be voted on by stockholders must be approved by a majority (or by a plurality in the case of election of
directors where the number of candidates nominated for election exceeds the number of directors to be elected) of the votes entitled to be cast by all shares of the Company’s common stock present in person or by proxy. 

Dividends. Subject to applicable law and rights, if any, of the holders of any outstanding series of preferred stock or any class
or series of stock having a preference over the Company’s common stock with respect to the payment of dividends, dividends may be declared and paid on the Company’s common stock from time to time and in amounts as the board of directors
may determine. We anticipate initiating a regular quarterly dividend in 2012, but the amount, timing and frequency of any such distribution will be at the sole discretion of our board of directors, and will be declared based upon various factors,
including without limitation distributions required to maintain REIT status. There is no certainty as to the timing or amount of any distribution. 
 Liquidation Rights. Upon the liquidation, dissolution or winding up of the Company, whether voluntarily or involuntarily, the holders of the Company’s common stock will be entitled to share
ratably in all assets available for distribution after payment in full to creditors and payment in full to holders of preferred stock then outstanding of any amount required to be paid to them. Neither the merger, consolidation or business
combination of the Company with or into any other entity in which our stockholders receive capital stock and/or other securities (including debt securities) of the surviving entity (or the direct or indirect parent entity thereof), nor the sale,
lease or transfer by us of any part of our business and assets, nor the reduction of our capital stock, will be deemed to be a voluntary or involuntary liquidation, dissolution or winding up. 

Other Provisions. The holders of the Company’s common stock will have no preemptive, subscription or redemption rights and
will not be entitled to the benefit of any sinking fund. 
 The Company will not be permitted to subdivide, combine, or pay or
declare any stock dividend on, the outstanding shares of the Company’s common stock unless all outstanding shares of the Company’s common stock are subdivided or combined or the holders of the Company’s common stock receive a
proportionate dividend. 







 Preferred Stock 
 Pursuant to the Charter, the board of directors is empowered, without any approval of our stockholders, to issue shares of preferred stock in one or more series, to establish the number of shares in each
series, and to fix the relative rights, preferences, powers, qualifications, limitations and restrictions of each such series. The specific matters that may be determined by the board of directors include: 

 

	 	•	 	 whether the shares of the series are redeemable, and if so, the prices at which, and the terms and conditions on which, the shares may be redeemed,
including the date or dates upon or after which the shares shall be redeemable and the amount per share payable in case of redemption; 


  

	 	•	 	 whether shares of the series will be entitled to receive distributions and, if so, the distribution rate on the shares, any restriction, limitation or
condition upon the payment of the distributions, whether distributions will be cumulative, and the dates on which distributions are payable; 


  

	 	•	 	 any preferential amount payable upon shares of the series in the event of voluntary or involuntary liquidation, dissolution or winding up of American
Tower REIT; 


  

	 	•	 	 whether the shares of the series are convertible, or exchangeable for, shares of any other class or classes of stock or of any other series of stock,
or any other securities of American Tower REIT, and if so, the terms and conditions of such conversion or exchange, including price or rates of conversion at which, and the terms and conditions on which, the shares of the series may be converted or
exchanged into other securities; 


  

	 	•	 	 terms and conditions of the purchase or sinking fund provisions, if any, for the purchase or redemption of shares of the series;



  

	 	•	 	 the distinctive designation of each series and the number of shares that will constitute the series; 



 

	 	•	 	 the voting power, if any, of shares of the series; and 



 

	 	•	 	 any other relative rights, preferences or limitations. 


   Currently, there are no shares of American Tower REIT preferred stock issued and outstanding. 
 Because the board of directors will have the power to establish the preferences and rights of each series of preferred stock, it may afford the stockholders of any series of preferred stock preferences,
powers and rights senior to the rights of holders of shares of common stock which could have the effect of delaying, deferring or preventing a change in control of the Company. 
 Restrictions on Ownership and Transfer 
 For us to comply with and have
maximum business flexibility under the Federal Communications Laws (defined in the Charter and including the Communications Act of 1934, as amended), and for us to qualify as a real estate investment trust (“REIT”) under the Internal
Revenue Code of 1986, as amended (the “Code”), the Charter contains restrictions on stock ownership and stock transfers. Although the Federal Communications Laws restrictions are not material to our qualification as a REIT, they could be
material to our business, results of operation, or financial condition. 
 All certificates representing shares of capital
stock, if any, will bear legends describing or referring to both sets of restrictions. Further, these ownership and transfer restrictions could delay, defer or prevent a transaction or a change in control that might involve a premium price for the
Company’s common stock or otherwise be in the best interest of the stockholders. 
 Federal Communications Laws
Restrictions. The Charter permits us to restrict the ownership or proposed ownership of shares of the Company’s common stock if such ownership or proposed ownership (i) is or could be inconsistent with, or in violation of, Federal
Communications Laws (as defined in the Charter), (ii) limits or impairs or could limit or impair our business activities or proposed business activities under the Federal Communications Laws, or (iii) subjects or could subject us to CFIUS
Review (as defined in the Charter) or to any provision of the 







 Federal Communications Laws including those requiring any review, authorization or approval, to which we
would not be subject but for such ownership or proposed ownership, including, without limitation, Section 310 of the Communications Act and regulations relating to foreign ownership, multiple ownership, or cross-ownership (the foregoing
(i) through (iii) are collectively referred to as “FCC Regulatory Limitations”). We reserve the right to require any person to whom a FCC Regulatory Limitation may apply to promptly furnish to us such information (including,
without limitation, information with respect to the citizenship, other ownership interests and affiliations) upon our request. If such person fails to furnish all of the information we request, or we conclude that such person’s ownership or
proposed ownership of the Company’s common stock, or the exercise by such person of any rights of stock ownership in connection with the Company’s common stock, may result in an FCC Regulatory Limitation, we reserve the right to:

  

	 	•	 	 refuse to permit the transfer of shares of the Company’s common stock and/or preferred stock to such person; 



 

	 	•	 	 to the fullest extent permitted by law, suspend those rights of stock ownership the exercise of which may cause such FCC Regulatory Limitation;



  

	 	•	 	 require the conversion of any or all shares of preferred stock held by such person into a number of shares of the Company’s common stock of
equivalent value; 


  

	 	•	 	 redeem such shares of the Company’s common stock and/or preferred stock from such person pursuant to the procedures set forth below; and/or



  

	 	•	 	 exercise any and all appropriate remedies, at law or in equity, in any court of competent jurisdiction, against any such person, with a view toward
obtaining such information or preventing or curing any situation that may cause an FCC Regulatory Limitation. 



  The following procedures apply to the redemption of such person’s Company common stock and/or preferred stock:

  

	 	•	 	 the redemption price of any redeemed shares of the Company’s common stock or preferred stock shall be the fair market value (as defined in the
Charter) of such shares; 


  

	 	•	 	 the redemption price may be paid in cash or any other of our debt or equity securities or any combination thereof; 



 

	 	•	 	 the board of directors in its sole discretion may decide to only redeem some (but not all) of such person’s shares, which may include the
selection of the most recently purchased or acquired shares, selection by lot or selection by such other manner as determined by the board of directors; 



 

	 	•	 	 we must provide at least 15 days’ prior written notice of the date on which we plan to effect the redemption (unless waived by such person);
provided, that the redemption date may be the date on which written notice is given to such person if the cash (or any other of our debt or equity securities) necessary to effect the redemption have been deposited in trust for the benefit of such
person and are subject to immediate withdrawal by such person upon surrender of the stock certificates for the redeemed shares; 


  

	 	•	 	 from and after the date of the redemption, any and all rights relating to the redeemed shares shall cease and terminate and such person shall only
possess the right to obtain cash (or any other of our debt or equity securities) payable upon the redemption; and 


  

	 	•	 	 such other terms and condition as the board of directors determines. 



REIT Restrictions. For us to qualify as a REIT under the Code, the Company’s stock must be beneficially owned by 100 or more
persons during at least 335 days of a taxable year of 12 months or during a proportionate part of a shorter taxable year (other than the first year for which an election to be a REIT has been made). Also, not more than 50% of the value of the
outstanding shares of the Company’s stock may be owned, directly or indirectly, by five or fewer “individuals” (as defined in the Code to include certain entities such as private foundations) during the last half of a taxable year
(other than the first taxable year for which an election to be a REIT has been made). To satisfy these ownership requirements and other requirements for continued qualification as a REIT and to otherwise protect us from the consequences of a
concentration of ownership among the Company’s stockholders, the Charter contains provisions restricting the ownership or transfer of shares of the Company’s stock. 







 The relevant sections of the Charter provide that, subject to the exceptions and the
constructive ownership rules described below, no person (as defined in the Charter) may beneficially or constructively own more than 9.8% in value of the aggregate of the Company’s outstanding shares of stock, including the Company’s
common stock and preferred stock, or more than 9.8% in value or number (whichever is more restrictive) of the outstanding shares of any class or series of the Company’s stock. We refer to these restrictions as the “ownership limits.”

 The applicable constructive ownership rules under the Code are complex and may cause stock owned actually or constructively
by a group of related individuals and/or entities to be treated as owned by one individual or entity. As a result, the acquisition of less than 9.8% in value of the Company’s outstanding stock or less than 9.8% in value or number of the
Company’s outstanding shares of any class or series of stock (including through the acquisition of an interest in an entity that owns, actually or constructively, any class or series of the Company’s stock) by an individual or entity could
nevertheless cause that individual or entity, or another individual or entity, to own, constructively or beneficially, in excess of 9.8% in value of the Company’s outstanding stock or 9.8% in value or number of the Company’s outstanding
shares of any class or series of stock. 
 In addition to the ownership limits, the Charter prohibits any person from actually
or constructively owning shares of the Company’s stock to the extent that such ownership would cause any of our income that would otherwise qualify as “rents from real property” for purposes of Section 856(d) of the Code to fail
to qualify as such. 
 The board of directors may, in its sole discretion, exempt a person from the ownership limits and certain
other REIT limits on ownership and transfer of the Company’s stock described above, and may establish a different limit on ownership for any such person. However, the board of directors may not exempt any person whose ownership of outstanding
stock in violation of these limits would result in our failing to qualify as a REIT. In order to be considered by the board of directors for exemption or a different limit on ownership, a person must make such representations and undertakings as are
reasonably necessary to ascertain that such person’s beneficial or constructive ownership of the Company’s stock will not now or in the future jeopardize our ability to qualify as a REIT under the Code and must agree that any violation or
attempted violation of such representations or undertakings (or other action that is contrary to the ownership limits and certain other REIT limits on ownership and transfer of the Company’s stock described above) will result in the shares of
stock being automatically transferred to a trust as described below. As a condition of its waiver, the board of directors may require an opinion of counsel or IRS ruling satisfactory to the board of directors with respect to our qualification as a
REIT and may impose such other conditions as it deems appropriate in connection with the granting of the exemption or a different limit on ownership. 
 In connection with the waiver of the ownership limits or at any other time, the board of directors may from time to time increase the ownership limits for one or more persons and decrease the ownership
limits for all other persons; provided that the new ownership limits may not, after giving effect to such increase and under certain assumptions stated in the Charter, result in us being “closely held” within the meaning of
Section 856(h) of the Code (without regard to whether the ownership interests are held during the last half of a taxable year). Reduced ownership limits will not apply to any person whose percentage ownership of the Company’s total shares
of stock or of the shares of a class or series of the Company’s stock, as applicable, is in excess of such decreased ownership limits until such time as such person’s percentage of total shares of stock or of the shares of a class or
series of stock, as applicable, equals or falls below the decreased ownership limits, but any further acquisition of the Company’s shares of stock or of the shares of a class or series of the Company’s stock, as applicable, in excess of
such percentage ownership of shares of stock or of a class or series of stock will be in violation of the ownership limits. 

The Charter further prohibits: 
  

	 	•	 	 any person from transferring shares of the Company’s stock if such transfer would result in shares of the Company’s stock being beneficially
owned by fewer than 100 persons (determined without reference to any rules of attribution); and 


  

	 	•	 	 any person from beneficially or constructively owning shares of the Company’s stock if such ownership would result in our failing to qualify as a
REIT. 


 The foregoing provisions on transferability and ownership will not apply if the board of directors
determines that it is no longer in our best interests to continue to qualify as a REIT. 







 Any person who acquires or attempts or intends to acquire beneficial or constructive
ownership of shares of the Company’s stock that will or may violate the ownership limits or any of the other foregoing restrictions on transferability and ownership will be required to give notice to us immediately (or, in the case of a
proposed or attempted transaction, at least 15 days prior to such transaction) and provide us with such other information as we may request in order to determine the effect, if any, of such transfer on our qualification as a REIT. 

Pursuant to the Charter, if there is any purported transfer of the Company’s stock or other event or change of circumstances that,
if effective or otherwise, would violate any of the restrictions described above, then the number of shares causing the violation (rounded up to the nearest whole share) will be automatically transferred to a trust for the exclusive benefit of a
designated charitable beneficiary, except that any transfer that results in the violation of the restriction relating to the Company’s stock being beneficially owned by fewer than 100 persons will be automatically void and of no force or
effect. The automatic transfer will be effective as of the close of business on the business day prior to the date of the purported transfer or other event or change of circumstances that requires the transfer to the trust. We refer below to the
person that would have owned the shares if they had not been transferred to the trust as the purported transferee. Any ordinary dividend paid to the purported transferee, prior to our discovery that the shares had been automatically transferred to a
trust as described above, must be repaid to the trustee upon demand. The Charter also provides for adjustments to the entitlement to receive extraordinary dividends and other distributions as between the purported transferee and the trust. If the
transfer to the trust as described above is not automatically effective, for any reason, to prevent violation of the applicable restriction contained in the Charter, then the transfer of the excess shares will be automatically void and of no force
or effect. 
 Shares of the Company’s stock transferred to the trustee are deemed to be offered for sale to us or our
designee at a price per share equal to the lesser of (i) the price per share in the transaction that resulted in such transfer to the trust or, if the purported transferee did not give value for the shares in connection with the event causing
the shares to be held in trust (e.g., in the case of a gift, devise or other such transaction), the market price at the time of such event and (ii) the market price on the date we accept, or our designee accepts, such offer. We have the right
to accept such offer until the trustee has sold the shares of the Company’s stock held in the trust pursuant to the clauses discussed below. Upon a sale to us, the interest of the charitable beneficiary in the shares sold terminates and the
trustee must distribute the net proceeds of the sale to the purported transferee, except that the trustee may reduce the amount payable to the purported transferee by the amount of any ordinary dividends that we paid to the purported transferee
prior to our discovery that the shares had been transferred to the trust and that is owed by the purported transferee to the trustee as described above. Any net sales proceeds in excess of the amount payable to the purported transferee shall be
immediately paid to the charitable beneficiary, and any ordinary dividends held by the trustee with respect to such stock will be paid to the charitable beneficiary. 
 If we do not buy the shares, the trustee must, as soon as reasonably practicable (and, if the shares are listed on a national securities exchange, within 20 days) after receiving notice from us of the
transfer of shares to the trust, sell the shares to a person or entity who could own the shares without violating the restrictions described above. Upon such a sale, the trustee must distribute to the purported transferee an amount equal to the
lesser of (i) the price paid by the purported transferee for the shares or, if the purported transferee did not give value for the shares in connection with the event causing the shares to be held in trust (e.g., in the case of a gift, devise
or other such transaction), the market price of the shares on the day of the event causing the shares to be held in the trust, and (ii) the sales proceeds (net of commissions and other expenses of sale) received by the trustee for the shares.
The trustee may reduce the amount payable to the purported transferee by the amount of any ordinary dividends that we paid to the purported transferee before our discovery that the shares had been transferred to the trust and that is owed by the
purported transferee to the trustee as described above. Any net sales proceeds in excess of the amount payable to the purported transferee will be immediately paid to the charitable beneficiary, together with any ordinary dividends held by the
trustee with respect to such stock. In addition, if prior to discovery by us that shares of the Company’s common stock have been transferred to a trust, such shares of stock are sold by a purported transferee, then such shares will be deemed to
have been sold on behalf of the trust and, to the extent that the purported transferee received an amount for or in respect of such shares that exceeds the amount that such purported transferee was entitled to receive as described above, such excess
amount shall be paid to the trustee upon demand. The purported transferee has no rights in the shares held by the trustee. 

The trustee will be indemnified by us or from the proceeds of sales of stock in the trust for its costs and expenses reasonably incurred
in connection with conducting its duties and satisfying its obligations under the Charter. The trustee will also be entitled to reasonable compensation for services provided as determined by 







 
agreement between the trustee and the board of directors, which compensation may be funded by us or the trust. If we pay any such indemnification or compensation, we are entitled on a first
priority basis (subject to the trustee’s indemnification and compensation rights) to be reimbursed from the trust. To the extent the trust funds any such indemnification and compensation, the amounts available for payment to a purported
transferee (or the charitable beneficiary) would be reduced. 
 The trustee will be designated by us and must be unaffiliated
with us and with any purported transferee. Prior to the sale of any shares by the trust, the trustee will receive, in trust for the beneficiary, all distributions paid by us with respect to the shares, and may also exercise all voting rights with
respect to the shares. 
 Subject to DGCL, effective as of the date that the shares have been transferred to the trust, the
trustee will have the authority, at the trustee’s sole discretion: 
  

	 	•	 	 to rescind as void any vote cast by a purported transferee prior to our discovery that the shares have been transferred to the trust; and



  

	 	•	 	 to recast the vote in accordance with the desires of the trustee acting for the benefit of the charitable beneficiary of the trust.



 However, if we have already taken corporate action, then the trustee may not rescind and recast the vote.

 In addition, if the board of directors determines that a proposed or purported transfer would violate the restrictions on
ownership and transfer of the Company’s stock set forth in the Charter, the board of directors may take such action as it deems advisable to refuse to give effect to or to prevent such violation, including but not limited to, causing us to
repurchase shares of the Company’s stock, refusing to give effect to the transfer on our books or instituting proceedings to enjoin the transfer. 
 Following the end of each taxable year, every owner of 5% or more (or such lower percentage as required by the Code or the Treasury regulations thereunder) of the outstanding shares of any class or series
of the Company’s stock, must, upon request, provide us written notice of the person’s name and address, the number of shares of each class and series of the Company’s stock that the person beneficially owns and a description of the
manner in which the shares are held. Each such owner must also provide us with such additional information as we may request in order to determine the effect, if any, of such owner’s beneficial ownership on our qualification as a REIT and to
ensure compliance with the ownership limits. In addition, each beneficial owner or constructive owner of the Company’s stock, and any person (including the stockholder of record) who is holding shares of the Company’s stock for a
beneficial owner or constructive owner will, upon demand, be required to provide us with such information as we may request in good faith in order to determine our qualification as a REIT and to comply with the requirements of any taxing authority
or governmental authority or to determine such compliance. 
 Listing of Common Stock 

The Company’s common stock is traded on the New York Stock Exchange under the symbol “AMT.” 

Transfer Agent and Registrar 
 The transfer agent and registrar for the Company’s common stock is The Bank of New York Mellon Trust Company, N.A., 525 William Penn Place, 7th Floor, Pittsburgh, PA 15259, telephone number
(412) 234-7571. 
 Certain Anti-Takeover Provisions 
 Delaware Business Combination Provisions. We are subject to the provisions of Section 203 of DGCL. Section 203 prohibits a publicly held Delaware corporation from engaging in a
“business combination” with an “interested stockholder” for a period of three years after the person became an interested stockholder, unless the business combination or the transaction in which the stockholder became an
interested stockholder is approved in a prescribed manner. A “business combination” includes mergers, asset sales and other transactions resulting in a financial benefit to the interested stockholder. Subject to certain exceptions, an
“interested stockholder” is a person who, together with affiliates and associates, owns, or within the prior three years owned, 15% or more of the corporation’s voting stock. 







 Certain Provisions of our Charter and By-Laws. Our By-Laws establish advance notice
procedures with respect to stockholder proposals and the nomination of candidates for election of directors, other than nominations made by, or at the direction of, our board of directors. These procedures may impede stockholders’ ability to
bring matters before a meeting of stockholders or make nominations for directors at a meeting of stockholders. 
 Our Charter
includes provisions eliminating the personal liability of our directors to the fullest extent permitted by the DGCL and indemnifying our directors and officers to the fullest extent permitted by the DGCL. The limitation of liability and
indemnification provisions in our Charter may discourage stockholders from bringing a lawsuit against directors for breach of their fiduciary duty. These provisions may also have the effect of reducing the likelihood of derivative litigation against
directors and officers, even though a derivative action, if successful, might otherwise benefit us and our stockholders. In addition, the value of investments in our securities may be adversely affected to the extent we pay the costs of settlement
and damage awards against directors and officers pursuant to these indemnification provisions. 
 Our Charter provides that any
or all of the directors may be removed at any time, either with or without cause, by a vote of a majority of the shares outstanding and entitled to vote. This provision may delay or prevent our stockholders from removing incumbent directors. The
ownership and transfer restrictions contained in our Charter, and described above, may have the effect of inhibiting or impeding a change in control. 
 Our Charter and our By-Laws provide that our By-Laws may be altered, amended, changed or repealed by (i) the approval or consent of not less than a majority of the total outstanding shares of stock
entitled to vote generally in the election of directors or (ii) a majority of the entire board of directors. 
 Certain
Provisions of our Debt Obligations. Change of control and merger, consolidation and asset sale provisions in our indentures for our outstanding notes and loan agreements for our credit facilities may discourage a takeover attempt. These
provisions may make acquiring us more difficult.