AMERICAN TOWER CORP /MA/
NOTICE OF INCREMENTAL FACILITY COMMITMENT
<DOCUMENT>
<TYPE>EX-10.9
<SEQUENCE>5
<FILENAME>dex109.txt
<DESCRIPTION>NOTICE OF INCREMENTAL FACILITY COMMITMENT
<TEXT>
<PAGE>

                                                                    Exhibit 10.9

                   NOTICE OF INCREMENTAL FACILITY COMMITMENT


     AMERICAN  TOWERS,  INC., a Delaware  corporation,  AMERICAN TOWER,  L.P., a
Delaware limited partnership, VERESTAR, INC., a Delaware corporation, TOWERSITES
MONITORING, INC., a Delaware corporation and AMERICAN TOWER INTERNATIONAL, INC.,
a Delaware corporation (collectively,  the "Borrowers"), in connection with that
                                            ---------
certain  Amended and Restated Loan Agreement  dated January 6, 2000 (as amended,
modified,  restated or supplemented  from time to time, the "Loan Agreement") by
                                                             --------------
and among the  Borrowers,  the  Lenders  signatory  thereto  (collectively,  the
"Lenders"),  the Issuing Bank (as defined therein) and Toronto Dominion (Texas),
 -------
Inc., as administrative  agent (the  "Administrative Agent"),  hereby certifies
                                      --------------------
that:

         1.    As of the date hereof, the Borrowers have obtained an agreement
to provide an Incremental Facility Commitment in the aggregate amount of two
hundred fifty million and no/100s dollars ($250,000,000.00) from the financial
institutions set forth in Schedule 1 attached hereto in such amounts as set
                          ----------
forth in Schedule 1 attached hereto (collectively, the "Term Loan C
         ----------                                     -----------
Commitments", and individually, a " Term Loan C Commitment"). Within thirty (30)
-----------                         ----------------------
days from the date hereof, financial institutions may provide additional Term
Loan C Commitments provided that, (a) the aggregate amount of all Term Loan C
                   --------
Commitments will not exceed, in the aggregate, THREE HUNDRED MILLION AND NO/100s
DOLLARS ($300,000,000.00), (b) such financial institutions execute a
supplemental signature page to this notice, and (c) no financial institution's
existing Term Loan C Commitment shall be increased or decreased without such
financial institution's consent. At any time an additional Term Loan C
Commitment is provided within the thirty-day period, Schedule 1 hereto will be
modified accordingly and each financial institution's pro rata share of the Term
Loan C Commitment shall be modified accordingly. The terms for repayment of the
loans (the "Term Loan C Loans") made pursuant to the Term Loan C Commitment are
            -----------------
set forth on Schedule 2 attached hereto.
             ----------

         2.    All of the representations and warranties of the Borrowers made
under the Loan Agreement (including, without limitation, all representations and
warranties with respect to the Restricted Subsidiaries) are on the date hereof,
and will be as of the effective date of such Term Loan C Commitment, true and
correct in all material respects after giving effect to any update to
information provided to the Lenders in accordance with the Loan Agreement,
except to the extent previously fulfilled, to the extent subsequently
inapplicable or to the extent that such representations and warranties expressly
relate to an earlier date, in which case such representations and warranties
shall be true and correct on such earlier date.

         3.    There does not exist, on this date, and there will not exist
after giving effect to the Term Loan C Loans, any Default or Event of Default
under the Loan Agreement.

         4.    Set forth on Schedule 3 attached hereto are revised projections
                            ----------
which demonstrate the Borrowers' ability to timely repay the Loans, including
the Term Loan C Loans, and to
<PAGE>

timely comply with the covenants contained in Sections 7.8, 7.9, 7.10 and 7.11
of the Loan Agreement.


         5.    The Lenders having Term Loan C Commitments (the "Term Loan C
                                                                -----------
Lenders") signatory hereto agree that, upon signature hereof, in their capacity
-------
as Term Loan C Lenders, they are bound under the Loan Agreement, as modified by
the terms hereof, as "Lenders" (as defined therein).
                      -------

         6.    This Notice of Incremental Facility Commitment constitutes a Loan
Document. The Loan Agreement shall hereafter be deemed amended and modified as
necessary to incorporate the terms and conditions applicable to the Term Loan C
Commitment which is the subject of this Notice of Incremental Facility
Commitment. The parties hereto agree that the Term Loan C Loans shall be an
"Incremental Facility" as defined in the Loan Agreement.
 --------------------

         Capitalized terms used in this Notice of Incremental Facility
Commitment and not otherwise defined herein are used as defined in the Loan
Agreement.


                 [Remainder of Page Intentionally Left Blank]

                                       2
<PAGE>

         IN WITNESS WHEREOF, the undersigned, acting through an Authorized
Signatory, has signed this Notice of Incremental Facility Commitment on the 26th
day of October, 2001.


BORROWERS:                     AMERICAN TOWERS, INC., a Delaware corporation


                               By:______________________________________________
                                  Name:  Joseph Winn
                                             Chief Financial Officer

                               AMERICAN TOWER, L.P., a Delaware limited
                               partnership

                               By ATC GP Inc., its General Partner


                               By:______________________________________________
                                  Name:  Joseph Winn
                                             Chief Financial Officer


                               VERESTAR, INC., a Delaware corporation


                               By:______________________________________________
                                  Name:  Joseph Winn
                                             Chief Financial Officer


                               TOWERSITES MONITORING, INC., a Delaware
                               corporation


                               By:______________________________________________
                                  Name:  Joseph Winn
                                             Chief Financial Officer

                               AMERICAN TOWER INTERNATIONAL, INC., a
                               Delaware corporation


                               By:______________________________________________
                                  Name:  Joseph Winn
                                             Chief Financial Officer

Affirmation of Guarantors: Each of the Guarantors listed on Schedule 3 attached
                                                            ----------
hereto, by affixing their signature hereto, affirm that the Term Loan C
constitutes an Obligation under the Loan Agreement and the other Loan Documents,
including the Guarantees and that all Collateral pledged by them continues to
secure all of the Obligations (including the Term Loan C Loans) of the
Borrowers, the Restricted Subsidiaries and any other Guarantors.


                               For each of the Guarantors listed on Schedule 3
                               attached hereto:


                               By:______________________________________________
                                  Name:  Joseph Winn
                                  Title:
<PAGE>

LENDERS:                       TORONTO DOMINION (TEXAS), INC., as
                               Administrative Agent and as a Lender


                               By: ____________________________________________
                                   Name: ______________________________________
                                   Title: _____________________________________


                               THE CHASE MANHATTAN BANK, as a Lender


                               By: ____________________________________________
                                   Name: ______________________________________
                                   Title: _____________________________________


                               CREDIT SUISSE FIRST BOSTON, as Lender


                               By: ____________________________________________
                                   Name: ______________________________________
                                   Title: _____________________________________


                               By: ____________________________________________
                                   Name: ______________________________________
                                   Title: _____________________________________


                               GENERAL ELECTRIC CAPITAL CORPORATION, as a Lender


                               By:_____________________________________________
                                  Name: _______________________________________
                                  Title: ______________________________________
<PAGE>

                                  Schedule 1
                                  ----------

                    List of Incremental Facility C Lenders
                    --------------------------------------

Name:                                                       Commitment:
----                                                        ----------
Toronto Dominion (Texas), Inc.                              $75,000,000.00
Credit Suisse First Boston                                  $75,000,000.00
General Electric Capital Corporation                        $50,000,000.00
The Chase Manhattan Bank                                    $50,000,000.00
<PAGE>

                                  Schedule 2
                                  ----------

Incremental
Facility Amount:        Up to $300,000,000 ("Term Loan C")
                                             -----------


Purpose:                Proceeds may used (a) to fund capital expenditures as
                        permitted in the Loan Agreement, (b) to finance
                        acquisitions and investments as permitted in the Loan
                        Agreement, (c) to finance operations of its Restricted
                        Subsidiaries and (d) for general corporate purposes.

Loans:                  The Incremental Facility Lenders having Term Loan C
                        Commitments (the " Term Loan C Lenders") agree
                        severally, and not jointly, upon the terms and subject
                        to the conditions of this Notice and the Loan Agreement
                        to lend to the Borrower, in up to three separate
                        advances, each of which must be at least $100,000,000.00
                        or a multiple thereof, on or from time to time after the
                        effective date of the Term Loan C Commitments, amounts
                        which do not exceed, (i) in the aggregate at any one
                        time outstanding, the Term Loan C Commitments and, (ii)
                        individually, such Term Loan C Lender's Term Loan C
                        Commitment, in each case, as in effect from time to
                        time; provided, however that amounts repaid under the
                              --------  -------
                        Term Loan C Commitments may not be reborrowed.


Conditions Precedent:   The obligation of the Term Loan C Lenders to undertake
                        the Term Loan C Commitments, and the effectiveness of
                        the Term Loan C Commitments are subject to the prior or
                        contemporaneous fulfillment of each of the following
                        conditions:

                              (a)    The Administrative Agent and the Term Loan
                        C Lenders shall have received each of the following:

                                     (i)     Notice of Incremental Facility
                        Commitment, duly executed by the Borrowers, the
                        Restricted Subsidiaries and the other Guarantors;

                                     (ii)    duly executed Term Loan C Notes;

                                     (iii)   all such other documents as either
                        the Administrative Agent or any Term Loan C Lender may
                        reasonably request, certified by an appropriate
                        governmental official or an Authorized Signatory if so
                        requested; and

                                     (iv)    any and all fees which may be due
                        upon closing.
<PAGE>

                              (b)    The Administrative Agent and the Term Loan
                         C Lenders shall have received evidence satisfactory to
                         them that all Necessary Authorizations, including,
                         without limitation, all necessary consents to the
                         closing of this Term Loan C, have been obtained or
                         made, are in full force and effect and are not subject
                         to any pending or, to the knowledge of the Borrowers,
                         threatened reversal or cancellation, and the
                         Administrative Agent and the Term Loan C Lenders shall
                         have received a certificate of an Authorized Signatory
                         so stating.

Availability:            Term Loan C shall be available only after the
                         Administrative Agent shall have received evidence that
                         all amounts under the existing Term Loan A, Term Loan B
                         and the Revolving Loan Commitment are fully drawn.

Incremental Facility C
Maturity Date:           June 30, 2008

Repayment                Term Loan C shall amortize in equal quarterly
Schedule:                installments of 50.0% commencing on March 31, 2008,
                         with the balance due on the Maturity Date as shown
                         above, based on a percentage of the principal balance
                         outstanding under the Term Loan C on March 30, 2008.
                         Such amounts shall be repaid on the last day of each
                         calendar quarter.

Interest Rate:           For all purposes under the Loan Agreement, the Term
                         Loan C shall accrue interest as set forth for the Loans
                         under Section 2.3(f) of the Loan Agreement with the
                         following Applicable Margins:

                                         Base Rate Advance     LIBOR Advance
                         Period          Applicable Margin     Applicable Margin
                         ------          -----------------     -----------------
                         Closing Date through
                         October 31, 2002          3.000%               4.000%

                         November 1, 2002 through
                         March 31, 2003            4.000%               5.000%

                         Thereafter. the Applicable Margins shall increase by
                         0.25% per quarter until the Term Loan C Loans are paid
                         in full.
<PAGE>

Facility Fees:           Commencing on April 1, 2003 and on the first day of
                         each calendar quarter thereafter, a facility fee shall
                         be paid to the Term Loan C Lenders in an amount equal
                         to 0.250% on the Term Loan C commitment. The Facility
                         Fee will be fully earned when due and non-refundable
                         when paid.

Commitment Fee:          A commitment fee shall be paid to the Administrative
                         Agent for the account of each Term Loan C Lender in
                         accordance with such Lender's applicable Commitment
                         Ratio for the Term Loan C based on the average unused
                         Term Loan C Commitment of such Lender for each day from
                         the date hereof through and including the date on which
                         the Term Loan C Commitment is cancelled in full at a
                         rate of two percent (2.000%) per annum. Such commitment
                         fee shall be computed on the basis of a year of 365/366
                         days for the actual number of days elapsed, shall be
                         payable quarterly in arrears on the last Business Day
                         of each calendar quarter, and shall be fully earned
                         when due and non-refundable when paid.

Payments:                Payments of interest and principal shall, except to the
                         extent set forth herein, be payable in the same manner
                         as payments for interest and principal of the Term
                         Loans under the Loan Agreement.

Mandatory Reduction/     (A)Debt Proceeds - 100.0% of the net proceeds from the
Repayment:                  -------------
                         sale of any public or private debt issuance shall be
                         required to repay the Term Loan C and reduce the Term
                         Loan C commitment (to the extent that there are no Term
                         Loan C loans outstanding).

                         (B)Equity Proceeds - 100% of the net proceeds (other
                            ---------------
                         than (x) net proceeds in an amount not to exceed
                         $2,000,000.00 in the aggregate after the Agreement Date
                         from the sale or issuance of Capital Stock in
                         connection with any employee stock option plan of such
                         Person or (y) proceeds received from Capital Stock
                         issued in connection with an Acquisition permitted
                         hereunder) of the sale of any capital stock shall be
                         required to repay the Term Loan C and to reduce the
                         Term Loan C commitment (to the extent that there are no
                         Term Loan C loans outstanding); provided, however, that
                                                         --------  -------
                         on or prior to April 30, 2002, if on the date of any
                         sale of capital stock there are no loans outstanding
                         under Term Loan C, the Term Loan C commitment shall not
                         be reduced by up to $200,000,000 of the net proceeds
                         received from such sale of capital stock.
<PAGE>

                                  Schedule 3
                                  ----------

                                  Guarantors
                                  ----------

ATC Holding, Inc.

American Tower Corporation

ATC Operating, Inc.

OmniAmerica Holdings Corporation

CommSite International, Inc.

TeleCom Towers L.L.C.

ATC LP Inc.

ATS/PCS, LLC

OmniAmerica Towers, Inc.

South Atlantic Tower Corporation

OmniTower, Ltd.

American Tower PA LLC( f.k.a American Tower Texas) (f.k.a. ATC Financing LLC)

ATC Tower Services, Inc. (f.k.a. Specialty Constructors, Inc.)

Commsite Towers, Inc.

US Sitelease, Inc.

Prime Telecom Communications Co.

RFM Facilities Management LP

American Tower Management, Inc.

Maritime Telecommunications Network, Inc.

American Tower Trust #1

American Tower Trust #2

Flash Technology Corporation of America
<PAGE>

Modern Technical Services, Inc.

Flash Technology International, Inc.

Kline Iron & Steel Company, Inc.

ATC (TV), Inc. (f.k.a. Tower Ventures, Inc.)

ATC (TV), LLC, (f.k.a Tower Ventures, LLC)

ATC Midwest, LLC

Verestar Networks, Inc., (f.k.a. InterPacket Networks, Inc.)

Verestar AG, fka Verestar GmBH

Interpacket Promoters India Limited (49%)

Interpacket (Singapore) Pte Limited

Interpacket Brazil Limitada

Interpacket de Argentina S.A. (99%)

Digital Seas International, Inc.

General Telecom, Inc.

Verestar International, Inc.

Unisite, Inc.

American Tower Delaware Corporation

Unistar Technologies, Inc.

Unisite Alpha, Inc.

National Wireless Infrastructure LP

Pisa Real Estate LLC

ATC South LLC

Digital Television Towers, Ltd.

Carolina Towers, Inc.

Site Advantage, Inc.
<PAGE>

MHB Tower Rentals of America, LLC, fka Communisite Tower Rentals of America, LLC

ATC Mexico Holding Corp.

ATC MexHold, Inc.

ATC South America Holding Corp.

MTS Wireless Components (S) PTE, Ltd., a Singapore company

ATC International Holding Corp., (f.k.a American Tower International, Inc.)
(f.k.a. ATC Broadcast GP, Inc.)

American Tower do Brazil, Ltd.

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