(f)            “ Exchange Act ” shall mean the Securities Exchange Act of 1934, as amended, and all of the rules and regulations promulgated thereunder.

(g)           “ Fairfax ” shall mean Fairfax Financial Holdings Limited, a corporation incorporated under the laws of Canada.

(h)           “ Group ” shall mean any group of Persons who, with respect to those acquiring, holding, voting or disposing of Voting Securities would, assuming ownership of the requisite percentage thereof, be required under Section 13(d) of the Exchange Act to file a statement on Schedule 13D with the SEC as a “person” within the meaning of Section 13(d)(3) of the Exchange Act, or who would be considered a “person” for purposes of Section 13(g)(3) of the Exchange Act.

(i)            “ Loomis ” shall mean Loomis, Sayles & Company, L.P., a Delaware limited partnership.

(j)            “ Material Adverse Effect ” shall mean any change, event or occurrence which, individually or in the aggregate, has had, or is reasonably expected to have, a material adverse effect on, or a material adverse change in, (i) the business, operations, financial condition or results of operations of the Company and its subsidiaries, taken as a whole, or (ii) the ability of the Company to perform its obligations under this Agreement, in each case other than any change, event or occurrence (a) resulting from conditions in the United States or foreign economies or securities or financial markets in general, including, without limitation, debt markets, (b) resulting from any change in the Company’s stock price or the Company’s failure to meet revenue or earnings projections in and of itself (provided that the underlying causes of such changes or failures shall not be excluded), (c) resulting from conditions in the telecommunications industry in general, except to the extent that the Company is disproportionately affected thereby, (d) resulting from the public announcement of the transactions contemplated by this Agreement (e) arising out of or resulting from actions of the Investors in connection with this Agreement, (f) arising out of or resulting from acts or war, terrorism or military actions, or the escalation thereof, or (g) arising out of or resulting from any changes in generally accepted accounting principles or laws or regulations applicable to the Company.

(k)           “ Notes ” shall mean one or more of the Company’s 7% Convertible Senior Notes due 2015, Series B containing the same terms and conditions and with the same conversion features as set forth in the form of note attached hereto as Exhibit B .

(l)            “ Person ” shall mean an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association or joint venture.

(m)          “ Prospectus ” shall mean the base prospectus included in the Registration Statement together with the prospectus supplement relating to the Securities first filed with the SEC pursuant to Rule 424(b) under the Securities Act.

(n)           “ SEC ” shall mean the Securities and Exchange Commission.

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(o)           “ Securities ” shall mean the Notes and the shares of Common Stock issuable upon conversion of the Notes.

(p)           “ Securities Act ” shall mean the Securities Act of 1933, as amended, and all of the rules and regulations promulgated thereunder.

(q)           “ Trust Indenture Act ” shall mean the Trust Indenture Act of 1939, as amended and as in force as the date hereof.

(r)            “ Voting Securities ” shall mean the shares of the Common Stock and any other capital stock or equity securities of the Company having the general voting power under ordinary circumstances to elect members of the Board of Directors, and any other securities which are convertible into, or exchangeable for, Voting Securities.

(s)           “ Zazove ” shall mean Zazove Associates, LLC, a Delaware limited liability company.

2.             Purchase and Sale of the Notes .

2.1.          Purchase and Sale of the Notes .  Subject to and upon the terms and conditions set forth in this Agreement, at the Closing (as defined below), the Company shall issue and sell to each Investor (in the case of each of Loomis and Zazove, on behalf of its respective Advisory Clients), and each Investor (in the case of each of Loomis and Zazove, on behalf of its respective Advisory Clients), severally, shall purchase from the Company the aggregate principal amount of Notes set forth opposite the name of such Investor under the heading “Principal Amount of Notes to be Purchased” on Exhibit A attached hereto, at a purchase price equal to 100% of the principal amount of Notes purchased.

2.2.          Closing .

(a)           The closing (the “ Closing ”) shall take place at the offices of Willkie Farr & Gallagher LLP, 787 Seventh Avenue, New York, New York on October 15, 2009 (subject to the satisfaction or waiver of the conditions set forth in Sections 6.1 and 6.2), or such other date mutually agreed to by the Company and the Investors (the “ Closing Date ”).  At the Closing, each Investor (in the case of each of Loomis and Zazove, on behalf of its respective Advisory Clients) shall pay to the Company the purchase price set forth opposite such Investor’s name on Exhibit A attached hereto under the heading “Purchase Price” by wire transfer to the Company of immediately available funds, against delivery by the Company to each Investor of Notes (in the case of each of Loomis and Zazove, on behalf of its respective Advisory Clients) in the principal amount set forth opposite such Investor’s name on Exhibit A attached hereto.

3.             Representations and Warranties of the Company .  Except as set forth in the Disclosure Documents filed with the SEC not less than one day prior to the date of this Agreement, the Company hereby represents and warrants to each of the Investors as follows:

3.1.          Incorporation .  The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in each jurisdiction in which the character of its properties or the nature of its business

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requires such qualification, except where the failure to so qualify would not reasonably be expected to have a Material Adverse Effect.  The Company has all requisite corporate power and authority to carry on its business as now conducted.

3.2.          Subsidiaries .  Each subsidiary of the Company that is a corporation has been duly incorporated, is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has the corporate power and authority to own its properties and to conduct its business and is duly registered, qualified and authorized to transact business and is in good standing in each jurisdiction in which the conduct of its business or the nature of its properties requires such registration, qualification or authorization, except where such failure to so qualify or register would not be reasonably be expected to have a Material Adverse Effect.

3.3.          Capitalization .  As of the date of this Agreement, the authorized capital stock of the Company consists of 2,500,000,000 shares of Common Stock and 10,000,000 shares of undesignated preferred stock, par value $0.01 per share.  As of September 24, 2009, there were 1,639,196,488 shares of Common Stock outstanding.  All outstanding shares of Common Stock have been duly authorized, and have been validly issued, are fully paid and nonassessable, and have been approved for quotation on the Nasdaq Global Select Market.  Since June 30, 2009, (i) the Company has only issued options or other rights to acquire Common Stock in the normal course of business consistent with past practice pursuant to the Company’s equity incentive and employee benefit plans, and (ii) the only shares of capital stock issued by the Company were pursuant to the exercise or conversion of outstanding awards under the Company’s equity incentive and employee benefit plans or pursuant to those certain exchanges of Common Stock for outstanding debt described in the Disclosure Documents.

3.4.          Authorization .  All corporate action on the part of the Company, its officers, directors and stockholders necessary for the authorization of the issuance of the Notes, the authorization, execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein has been taken.  When executed and delivered by the Company, this Agreement shall constitute the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization or other laws affecting creditors’ rights generally and by general equitable principles.  The Company has all requisite corporate power to enter into this Agreement and to carry out and perform its obligations under the terms of this Agreement.  At or prior to the Closing, the Company will have reserved for issuance the shares of Common Stock issuable upon conversion of the Notes.

3.5.          Valid Issuance .

(a)           The Notes have been duly authorized and, when executed by the Company and authenticated by the Trustee (as defined below) in accordance with the terms of the Indenture (as defined below) and delivered to and paid for by the Investors (in the case of each of Loomis and Zazove, on behalf of its respective Advisory Clients) in accordance with the terms of this Agreement, will constitute the valid and legally binding obligations of the Company entitled to the benefits provided by the indenture dated as of December 24, 2008 (the “ Base Indenture ”) between the Company and The Bank of New York Mellon, as Trustee (the “ Trustee ”), as supplemented by the Second Supplemental Indenture, to be dated as of the Closing Date (the

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“ Second Supplemental Indenture ” and together with the Base Indenture, the “ Indenture ”) between the Company and the Trustee, under which such Notes are to be issued.  The Base Indenture will be substantially in the form incorporated by reference as an exhibit to the Registration Statement; the Indenture has been duly authorized and duly qualified under the Trust Indenture Act and, when executed and delivered by the Company and the Trustee, will constitute a valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization or other laws affecting creditors’ rights generally and by general equitable principles; and the Securities and the Indenture will conform to the descriptions thereof in the Prospectus.

(b)           Upon their issuance in accordance with the terms of the Notes, the shares of Common Stock issued upon conversion of the Notes will be duly authorized, validly issued, fully paid and non-assessable shares of Common Stock free of all preemptive or similar rights.

(c)           The Company’s registration statement on Form S-3 (File No. 333-154976) (the “ Registration Statement ”), including the base prospectus relating to certain debt and equity securities to be offered from time to time by the Company: (i) was prepared by the Company in conformity with the requirements of the Securities Act and (ii) automatically became effective upon the filing thereof with the SEC.  The SEC has not issued a stop order suspending the effectiveness of the Registration Statement.  The Company has at all times relevant to the offering of the Notes contemplated hereby complied with the conditions for the use of Form S-3 and is eligible to use Form S-3.  Copies of the Registration Statement, including any amendments thereto and the Prospectus contained therein have heretofore been delivered by the Company to the Investors.  The Registration Statement is effective under the Securities Act and no post-effective amendment to the Registration Statement has been filed as of the date of this Agreement.  The Company has prepared and delivered to the Investors and will file with the SEC pursuant to Rule 424(b), no later than two business days after the date hereof, a supplement to the base prospectus included in the Registration Statement relating to the Securities and the offering thereof in conformity with the requirements of the Securities Act.

3.6.          Absence of Certain Changes .  Since June 30, 2009, there has not been any Material Adverse Effect.

3.7.          Disclosure Documents .  The information contained or incorporated by reference in the Disclosure Documents was true and correct in all material respects as of the respective dates of the filing thereof with the SEC (or if amended prior to the date hereof, as of the date of such amendment); and, as of such respective dates, the Disclosure Documents did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.  The Prospectus does not as of the date hereof contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

3.8.          Consents .  All consents, approvals, orders and authorizations required on the part of the Company in connection with the execution, delivery or performance of this

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Agreement and the consummation of the transactions contemplated herein have been obtained and will be effective as of the Closing Date, other than (i) such filings required to be made after the Closing under applicable federal and state securities laws and (ii) with respect to any of the foregoing, where the failure to make or obtain would not reasonably be expected to have a Material Adverse Effect.

3.9.          No Conflict .  The execution and delivery of this Agreement by the Company and the consummation of the transactions contemplated hereby will not conflict with or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to a loss of a material benefit under (i) any provision of the Certificate of Incorporation or By-laws of the Company or (ii) any agreement or instrument, permit, franchise, license, judgment, order, statute, law, ordinance, rule or regulations, applicable to the Company or its properties or assets, except, in the case of clause (ii), as would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect.

3.10.        No Manipulation of Stock .  The Company has not taken, in violation of applicable law, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the price of the Common Stock to facilitate the transactions contemplated hereby or the sale or resale of the shares of Common Stock.

3.11.        Company Not an “Investment Company” .  The Company is not, and immediately after receipt