Airtouch Communications Grants Sublease Rights to 2,100 Towers to American Tower - Company Business and Marketing

Cambridge Telcom Report, August 16, 1999

AirTouch Communications, Inc., a subsidiary of Vodafone AirTouch Plc (NYSE: VOD), Monday announced the signing of a definitive agreement with American Tower Corporation (NYSE: AMT) to grant the rights to approximately 2,100 communications towers through a master sublease agreement. Additionally, American Tower will enter into an exclusive three-year build-to-suit agreement that is estimated to produce 400-500 new communications towers in strategic locations. The consideration for the transaction includes $800 million in cash, based on 2,100 towers, plus a five-year warrant to purchase 3 million AMT shares at $22 dollars a share.

This transaction provides American Tower with a significant network of communications towers, covering most of AirTouch's markets, which are primarily located in the western and midwestern United States. These towers have significant upside potential: they average about 150 feet in height, are relatively new structures with an average age of 5 years, and have significant available capacity to accommodate future expansion needs.

The deal is expected to close incrementally beginning in the first quarter of 2000, after any necessary consents are obtained.

AirTouch serves 9 million U.S. cellular and PCS customers on a proportionate basis. Its ventures operate in 25 states and 22 of the top 30 U.S. markets, including Atlanta, Chicago, Dallas, Detroit, Houston, Los Angeles, Phoenix, San Diego, San Francisco and Seattle. AirTouch is a subsidiary of Vodafone AirTouch Plc, the world's largest mobile telecommunications company, based in the United Kingdom. It has mobile operations in 23 countries on five continents, with more than 28 million proportionate cellular customers.

American Tower is a leading independent owner, operator and developer of broadcast and wireless communications sites in the United States. Giving effect to this and other pending transactions, the company operates more than 7,000 towers in 46 states and the District of Columbia, including more than 5,900 owned or leased towers and over 1,100 managed sites. Giving effect to this and other pending transactions, American Tower's portfolio includes 195 broadcast tower sites. Based in Boston, American Tower has a national footprint with regional hubs in Boston, Atlanta, Chicago, Houston and San Francisco. Through its wholly owned subsidiary, ATC Teleports, Inc., American Tower also owns and operates, giving effect to pending transactions, over 100 satellite antennas in various locations across the United States. For more information about American Tower Corporation and ATC Teleports, please visit our web sites www.americantower.com and www.atcteleports.com.