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AMENDMENT TO NONCOMPETITION AND CONFIDENTIALITY AGREEMENT

Confidentiality Agreement

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This Confidentiality Agreement involves

American Tower Corporation | ATC South America Holding Corp | ATC, American Tower International, Inc

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Title: AMENDMENT TO NONCOMPETITION AND CONFIDENTIALITY AGREEMENT
Date: 8/6/2008
Industry: COMSRV     Sector: SERVIC

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AMENDMENT TO NONCOMPETE

Exhibit 10.1

AMENDMENT TO NONCOMPETITION AND CONFIDENTIALITY AGREEMENT

This Amendment (this “Amendment”) made as of August 6, 2008, hereby amends that certain Noncompetition and Confidentiality Agreement (the “Agreement”) made as of January 1, 2004, by and between American Tower Corporation, a Delaware corporation (“ATC”), and William H. Hess (“Optionee”).

WHEREAS, the Agreement was entered into in connection with the execution of that certain Stockholder/Optionee Agreement, dated as of January 1, 2004, by and among ATC, American Tower International, Inc., a Delaware corporation (“ATC International”), and ATC South America Holding Corp, a Delaware corporation (“Holding”), and of which Optionee executed a counterpart on January 1, 2004 (collectively, the “Stockholder Agreement”), pursuant to which Holding issued to Optionee options (“Options”) to purchase shares of its Common Stock, par value $.01 per share (“Shares”); and

WHEREAS, Optionee exercised the Options in Octobe

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