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.
2
(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