Common use of Issuance, Purchase and Sale Clause in Contracts

Issuance, Purchase and Sale. Upon the terms and subject to the conditions set forth herein, at the Closing: (a) the Company shall issue and sell to Forstmann Little and Forstmann Little shall purchase from the Company 79,999,998 shares of the Company's Class A Common Stock, par value $0.01 per share (the "Class A Common Stock"), and two shares of the Company's to-be-designated Class D Common Stock, par value $0.01 per share, in each case having the rights and preferences stated in the Amended and Restated Certificate of Incorporation (as hereinafter defined) (the "Class D Common Stock"), which shares of Class A Common Stock and Class D Common Stock shall (subject to footnote no. 5 to Exhibit A) in the aggregate equal 40.00% of the New Outstanding Equity (as hereinafter defined) (collectively, the "New Forstmann Little Shares"); (b) the Company shall issue and sell to Telmex and Telmex shall purchase from the Company 80,000,000 shares of the Company's to-be-designated Class C Common Stock, par value $0.01 per share, having the rights and preferences stated in the Amended and Restated Certificate of Incorporation (the "Class C Common Stock"), which Class C Common Stock shall (subject to footnote no. 5 to Exhibit A) in the aggregate equal 40.00% of the New Outstanding Equity (the "New Telmex Shares" and together with the New Forstmann Little Shares, the "New Common Shares"); and (c) Telmex and Forstmann Little shall each pay to the Company, by wire transfer of immediately available funds, an aggregate purchase price of $400,000,000 in cash in United States dollars (collectively, the amounts to be paid by all of the Investors pursuant to this Section 1.1, the "Purchase Price") in consideration for the New Common Shares purchased by such Investor upon the Closing (collectively, the "Investment").

Issuance, Purchase and Sale. (a) Upon the terms and subject to the conditions set forth herein, at each Closing (as defined in Section 1.3(c)) the Company shall sell to the Purchaser and the Purchaser shall purchase from the Company (i) shares of Series B Preferred Stock (the "Preferred Shares") at a stated price of $1,000 per share and (ii) Warrants having an initial exercise price per share of Common Stock that is equal to the initial conversion price per share of Common Stock of the Preferred Shares issued and sold at such Closing. The Preferred Shares to be purchased and sold at each Closing shall be issued pursuant to a separate certificate of designation substantially in the form of Exhibit 2.2 hereto (the "Series B Certificate of Designation"). The Preferred Shares to be issued at the Initial Closing (as defined in Section 1.2) shall be designated by the Company Board as "Series B-1 Cumulative Convertible Preferred Stock," and each issue of Preferred Shares purchased and sold at any subsequent Closing shall be designated by the Company Board as a series of the Series B Preferred Stock. The various series of the Series B Preferred Stock designated by the Company Board after the Series B- 1 Cumulative Convertible Preferred Stock shall be consecutively numbered, beginning with "Series B-2 Cumulative Convertible Preferred Stock" for the series to be purchased and sold at the first Closing that shall take place after the Initial Closing. (b) Upon the terms and subject to the conditions set forth herein, at the Closing: (a) Initial Closing the Company shall issue and sell to Forstmann Little the Purchaser and Forstmann Little the Purchaser shall purchase from the Company 79,999,998 shares of the Company's Class A Common Stock, par value $0.01 per share (the "Class A Common Stock"), and two shares of the Company's to-be-designated Class D Common Stock, par value $0.01 per share, in each case having the rights and preferences stated in the Amended and Restated Certificate of Incorporation (as hereinafter definedi) (the "Class D Common Stock"), which shares of Class A Common Stock and Class D Common Stock shall (subject to footnote no. 5 to Exhibit A) in the aggregate equal 40.00% of the New Outstanding Equity (as hereinafter defined) (collectively, the "New Forstmann Little Shares"); (b) the Company shall issue and sell to Telmex and Telmex shall purchase from the Company 80,000,000 shares of the Company's to-be-designated Class C Common Stock, par value $0.01 per share, having the rights and preferences stated in the Amended and Restated Certificate of Incorporation (the "Class C Common Stock"), which Class C Common Stock shall (subject to footnote no. 5 to Exhibit A) in the aggregate equal 40.00% of the New Outstanding Equity (the "New Telmex Shares" and together with the New Forstmann Little Shares, the "New Common Shares"); and (c) Telmex and Forstmann Little shall each pay to the Company, by wire transfer of immediately available funds, 30,000 Preferred Shares for an aggregate purchase price of $400,000,000 30,000,000 in cash and (ii) Warrants having an aggregate exercise price of $9,000,000. The Company shall have the right, but shall not be obligated, to sell at the Initial Closing to one or more investors unaffiliated with ITC Holding Company, Inc. ("Holding") selected by the Company, in United States dollars its sole discretion, upon the terms and subject to the conditions set forth in this Agreement, (collectivelyi) up to 50,000 Preferred Shares committed under this Agreement to be purchased by Holding after the Initial Closing and (ii) Warrants having an aggregate exercise price that is equal to 30% of the aggregate purchase price of the Preferred Shares, if any, sold to such other investors on the Initial Closing Date. Each such other investor shall be a Qualified Investor, except as otherwise provided in this Agreement. If the Company receives an indication of interest from any such Qualified Investor to purchase Preferred Shares and Warrants, it shall provide written notice of such indication of interest to the Purchaser not later than 15 Business Days before the Initial Closing Date. Such written notice shall specify with respect to each Qualified Investor (i) the name of such Qualified Investor, (ii) the number of Preferred Shares and the aggregate exercise price of the Warrants proposed to be purchased by such Qualified Investor and (iii) information as may be reasonable and customary concerning the financial capability of such Qualified Investor to consummate the purchase of such Preferred Shares and Warrants at the Initial Closing Date. Following receipt of such a notice with respect to any such Qualified Investor, the amounts Purchaser shall have the right, but shall not be obligated, to be paid by purchase from the Company at the Initial Closing (i) all but not less than all of the Investors Preferred Shares proposed to be sold to any such Qualified Investor and (ii) Warrants having an aggregate exercise price that is equal to 30% of the aggregate purchase price of such Preferred Shares. To exercise its right to purchase such additional number of Preferred Shares and Warrants, the Purchaser shall provide the Company with written notice of such exercise at least ten Business Days prior to the Initial Closing Date. The Purchaser's notice, which shall constitute a binding agreement upon receipt by the Company to purchase such Preferred Shares and Warrants on the Initial Closing Date, shall state the number of additional Preferred Shares for which the Purchaser has exercised its purchase right pursuant to this Section 1.1paragraph. Nothing in this paragraph shall limit or restrict the ability of the Company to pay to any potential investor unaffiliated with Holding customary fees (including commitment fees) which may be payable whether or not the Purchaser exercises its purchase right under this paragraph. (c) Upon the terms and subject to the conditions set forth herein, during the Commitment Period, the Company, in its sole discretion, may sell to the Purchaser and the Purchaser shall purchase from the Company, for an aggregate purchase price of up to $120,000,000 in cash (such $120,000,000 amount, as adjusted pursuant hereto, the "Purchase PriceCommitment Amount"), (i) up to 120,000 Preferred Shares at a stated price of $1,000 per share and (ii) Warrants having an aggregate exercise price calculated in consideration accordance with the following sentence, based on Draw Downs (subject to the Minimum Draw Down Amount and the Maximum Draw Down Amount) which the Company, in its sole discretion, may choose to exercise during the Commitment Period. In connection with each Draw Down, the Company shall issue to the Purchaser Warrants having an aggregate exercise price that is equal to 30% of the aggregate purchase price of the Preferred Shares sold pursuant to such Draw Down. The Commitment Amount shall be reduced from $120,000,000 by (i) the amount of the aggregate purchase price paid by any other investors referred to in Section 1.1(b) for the New Common Preferred Shares purchased and Warrants issued and sold to such other investors at the Initial Closing and (ii) (A) $1.00 for each $1.33 of Net Proceeds received by such Investor upon the Closing Company from any sales of Qualifying Debt Securities for cash consummated by the Company from and after the date of this Agreement and (collectively, B) $1.00 for each $1.00 of Net Proceeds received by the "Investment")Company from any sales of Qualifying Equity Securities for cash consummated by the Company from and after the date of this Agreement.

Issuance, Purchase and Sale. Upon (i) Subject to the terms and subject to the conditions set forth hereinof this Agreement, at the Closing: (a) the Company shall issue and sell to Forstmann Little the Purchaser, and Forstmann Little the Purchaser shall purchase from the Company 79,999,998 Company, 150,000 shares of the Company's Class Series A Common Stock, par value $0.01 per share Preferred Stock (the "Class A Common Stock"), and two shares of the Company's to-be-designated Class D Common Stock, par value $0.01 per share, in each case having the rights and preferences stated in the Amended and Restated Certificate of Incorporation (as hereinafter defined) (the "Class D Common Stock"), which shares of Class A Common Stock and Class D Common Stock shall (subject to footnote no. 5 to Exhibit A) in the aggregate equal 40.00% of the New Outstanding Equity (as hereinafter defined) (collectively, the "New Forstmann Little Preferred Shares"); (b) the Company shall issue and sell to Telmex and Telmex shall purchase from the Company 80,000,000 shares at a stated price of the Company's to-be-designated Class C Common Stock, par value $0.01 100 per share, having the rights and preferences stated in the Amended and Restated Certificate of Incorporation (the "Class C Common Stock"), which Class C Common Stock shall (subject to footnote no. 5 to Exhibit A) in the aggregate equal 40.00% of the New Outstanding Equity (the "New Telmex Shares" and together with the New Forstmann Little Shares, the "New Common Shares"); and (c) Telmex and Forstmann Little shall each pay to the Company, by wire transfer of immediately available funds, share for an aggregate purchase price of $400,000,000 in cash in United States dollars 15,000,000 (collectivelysuch aggregate purchase price of $15,000,000, the amounts to be paid by all of the Investors as adjusted pursuant to this Section 1.11.l(a)(ii), the "Purchase PriceCommitted Amount"). The Preferred Shares to be purchased and sold at Closing shall be issued pursuant to a certificate of designation substantially in the form of Exhibit A hereto (the "Preferred Stock Certificate of Designation"). (ii) The Committed Amount shall be reduced by $1.00 for every $2.00 of gross proceeds received by the Company from the sale of Series A Preferred Stock and Warrants in the rights offering of such securities (the "Rights Offering") made to holders of common stock and preferred stock of the Company pursuant to the Plan. Upon any adjustment of the Committed Amount, the number of Preferred Shares to be purchased and sold at the Closing to the Purchaser hereunder shall be proportionately reduced. At least two Business Days prior to Closing, the Company shall provide written notice to the Purchaser of the amount, if any, by which the Committed Amount shall be reduced as a result of purchases made pursuant to the Rights Offering. (b) At the Closing, the Company shall issue to the Purchaser 510,000 Warrants for no additional consideration, provided, however, that if the Committed Amount and the number of Preferred Shares to be purchased and sold at the Closing shall be reduced pursuant to Section 1.1 (a)(ii) above, the number of Warrants issuable at the Closing to the Purchaser shall be proportionately reduced. The Warrants shall be issued pursuant to a warrant agreement, substantially in the form of Exhibit B hereto, which shall be in effect as of the Closing (the "Warrant Agreement"). (c) At the Closing, the Company shall issue to the Purchaser, in consideration for its purchase commitment set forth in the SCANA Subscription Agreement, 500,000 shares of New Common Shares purchased by such Investor upon the Closing Stock (collectively, the "InvestmentCommitment Shares"). (d) The Preferred Shares and Warrants shall be issued at the Closing in units consisting of one share of Series A Preferred Stock and 3.40

Issuance, Purchase and Sale. Upon (i) Subject to the terms and subject to the conditions set forth hereinof this Agreement, at the Closing: (a) the Company shall issue and sell to Forstmann Little the Purchaser, and Forstmann Little the Purchaser shall purchase from the Company 79,999,998 Company, 150,000 shares of the Company's Class Series A Common Stock, par value $0.01 per share Preferred Stock (the "Class A Common Stock"), and two shares of the Company's to-be-designated Class D Common Stock, par value $0.01 per share, in each case having the rights and preferences stated in the Amended and Restated Certificate of Incorporation (as hereinafter defined) (the "Class D Common Stock"), which shares of Class A Common Stock and Class D Common Stock shall (subject to footnote no. 5 to Exhibit A) in the aggregate equal 40.00% of the New Outstanding Equity (as hereinafter defined) (collectively, the "New Forstmann Little Preferred Shares"); (b) the Company shall issue and sell to Telmex and Telmex shall purchase from the Company 80,000,000 shares at a stated price of the Company's to-be-designated Class C Common Stock, par value $0.01 100 per share, having the rights and preferences stated in the Amended and Restated Certificate of Incorporation (the "Class C Common Stock"), which Class C Common Stock shall (subject to footnote no. 5 to Exhibit A) in the aggregate equal 40.00% of the New Outstanding Equity (the "New Telmex Shares" and together with the New Forstmann Little Shares, the "New Common Shares"); and (c) Telmex and Forstmann Little shall each pay to the Company, by wire transfer of immediately available funds, share for an aggregate purchase price of $400,000,000 in cash in United States dollars 15,000,000 (collectivelysuch aggregate purchase price of $15,000,000, the amounts to be paid by all of the Investors as adjusted pursuant to this Section 1.11.1(a)(ii), the "Purchase PriceCommitted Amount"). The Preferred Shares to be purchased and sold at Closing shall be issued pursuant to a certificate of designation substantially in the form of Exhibit A hereto (the "Preferred Stock Certificate of Designation"). (ii) The Committed Amount shall be reduced by $1.00 for every $2.00 of gross proceeds received by the Company from the sale of Series A Preferred Stock and Warrants in the rights offering of such securities (the "Rights Offering") made to holders of common stock and preferred stock of the Company pursuant to the Plan. Upon any adjustment of the Committed Amount, the number of Preferred Shares to be purchased and sold at the Closing to the Purchaser hereunder shall be proportionately reduced. At least two Business Days prior to Closing, the Company shall provide written notice to the Purchaser of the amount, if any, by which the Committed Amount shall be reduced as a result of purchases made pursuant to the Rights Offering. (b) At the Closing, the Company shall issue to the Purchaser 510,000 Warrants for no additional consideration, provided, however, that if the Committed Amount and the number of Preferred Shares to be purchased and sold at the Closing shall be reduced pursuant to Section 1.1(a)(ii) above, the number of Warrants issuable at the Closing to the Purchaser shall be proportionately reduced. The Warrants shall be issued pursuant to a warrant agreement, substantially in the form of Exhibit B hereto, which shall be in effect as of the Closing (the "Warrant Agreement"). (c) At the Closing, the Company shall issue to the Purchaser, in consideration for its purchase commitment set forth in the SCANA Subscription Agreement, 500,000 shares of New Common Shares purchased by such Investor upon the Closing Stock (collectively, the "InvestmentCommitment Shares"). (d) The Preferred Shares and Warrants shall be issued at the Closing in the ratio of one share of Series A Preferred Stock to 3.40

Issuance, Purchase and Sale. (a) Upon the terms and subject to the conditions set forth herein, at each Closing (as defined in Section 1.3(c)) the Company shall sell to the Purchaser and the Purchaser shall purchase from the Company (i) shares of Series B Preferred Stock (the "Preferred Shares") at a stated price of $1,000 per share and (ii) Warrants having an initial exercise price per share of Common Stock that is equal to the initial conversion price per share of Common Stock of the Preferred Shares issued and sold at such Closing. The Preferred Shares to be purchased and sold at each Closing shall be issued pursuant to a separate certificate of designation in the form of Exhibit 2.2 hereto (the "Series B Certificate of Designation"). The Preferred Shares to be issued at the Initial Closing (as defined in Section 1.2) shall be designated by the Company Board as "Series B-1 Cumulative Convertible Preferred Stock," and each issue of Preferred Shares purchased and sold at any subsequent Closing shall be designated by the Company Board as a series of the Series B Preferred Stock. The various series of the Series B Preferred Stock designated by the Company Board after the Series B- 1 Cumulative Convertible Preferred Stock shall be consecutively numbered, beginning with "Series B-2 Cumulative Convertible Preferred Stock" for the series to be purchased and sold at the first Closing that shall take place after the Initial Closing. (b) Upon the terms and subject to the conditions set forth herein, at the Closing: (a) Initial Closing the Company shall issue and sell to Forstmann Little the Purchaser and Forstmann Little the Purchaser shall purchase from the Company 79,999,998 shares of the Company's Class A Common Stock, par value $0.01 per share (the "Class A Common Stock"), and two shares of the Company's to-be-designated Class D Common Stock, par value $0.01 per share, in each case having the rights and preferences stated in the Amended and Restated Certificate of Incorporation (as hereinafter definedi) (the "Class D Common Stock"), which shares of Class A Common Stock and Class D Common Stock shall (subject to footnote no. 5 to Exhibit A) in the aggregate equal 40.00% of the New Outstanding Equity (as hereinafter defined) (collectively, the "New Forstmann Little Shares"); (b) the Company shall issue and sell to Telmex and Telmex shall purchase from the Company 80,000,000 shares of the Company's to-be-designated Class C Common Stock, par value $0.01 per share, having the rights and preferences stated in the Amended and Restated Certificate of Incorporation (the "Class C Common Stock"), which Class C Common Stock shall (subject to footnote no. 5 to Exhibit A) in the aggregate equal 40.00% of the New Outstanding Equity (the "New Telmex Shares" and together with the New Forstmann Little Shares, the "New Common Shares"); and (c) Telmex and Forstmann Little shall each pay to the Company, by wire transfer of immediately available funds, 30,000 Preferred Shares for an aggregate purchase price of $400,000,000 30,000,000 in cash and (ii) Warrants having an aggregate exercise price of $9,000,000. The Company shall have the right, but shall not be obligated, to sell at the Initial Closing to one or more investors unaffiliated with ITC Holding Company, Inc. ("Holding") selected by the Company, in United States dollars its sole discretion, upon the terms and subject to the conditions set forth in this Agreement, (collectivelyi) up to 50,000 Preferred Shares committed under this Agreement to be purchased by Holding after the Initial Closing and (ii) Warrants having an aggregate exercise price that is equal to 30% of the aggregate purchase price of the Preferred Shares, if any, sold to such other investors on the Initial Closing Date. Each such other investor shall be a Qualified Investor, except as otherwise provided in this Agreement. If the Company receives an indication of interest from any such Qualified Investor to purchase Preferred Shares and Warrants, it shall provide written notice of such indication of interest to the Purchaser not later than 15 Business Days before the Initial Closing Date. Such written notice shall specify with respect to each Qualified Investor (i) the name of such Qualified Investor, (ii) the number of Preferred Shares and the aggregate exercise price of the Warrants proposed to be purchased by such Qualified Investor and (iii) information as may be reasonable and customary concerning the financial capability of such Qualified Investor to consummate the purchase of such Preferred Shares and Warrants at the Initial Closing Date. Following receipt of such a notice with respect to any such Qualified Investor, the amounts Purchaser shall have the right, but shall not be obligated, to be paid by purchase from the Company at the Initial Closing (i) all but not less than all of the Investors Preferred Shares proposed to be sold to any such Qualified Investor and (ii) Warrants having an aggregate exercise price that is equal to 30% of the aggregate purchase price of such Preferred Shares. To exercise its right to purchase such additional number of Preferred Shares and Warrants, the Purchaser shall provide the Company with written notice of such exercise at least ten Business Days prior to the Initial Closing Date. The Purchaser's notice, which shall constitute a binding agreement upon receipt by the Company to purchase such Preferred Shares and Warrants on the Initial Closing Date, shall state the number of additional Preferred Shares for which the Purchaser has exercised its purchase right pursuant to this Section 1.1paragraph. Nothing in this paragraph shall limit or restrict the ability of the Company to pay to any potential investor unaffiliated with Holding customary fees (including commitment fees) which may be payable whether or not the Purchaser exercises its purchase right under this paragraph. (c) Upon the terms and subject to the conditions set forth herein, during the Commitment Period, the Company, in its sole discretion, may sell to the Purchaser and the Purchaser shall purchase from the Company, for an aggregate purchase price of up to $120,000,000 in cash (such $120,000,000 amount, as adjusted pursuant hereto, the "Purchase PriceCommitment Amount"), (i) up to 120,000 Preferred Shares at a stated price of $1,000 per share and (ii) Warrants having an aggregate exercise price calculated in consideration accordance with the following sentence, based on Draw Downs (subject to the Minimum Draw Down Amount and the Maximum Draw Down Amount) which the Company, in its sole discretion, may choose to exercise during the Commitment Period. In connection with each Draw Down, the Company shall issue to the Purchaser Warrants having an aggregate exercise price that is equal to 30% of the aggregate purchase price of the Preferred Shares sold pursuant to such Draw Down. The Commitment Amount shall be reduced from $120,000,000 by (i) the amount of the aggregate purchase price paid by any other investors referred to in Section 1.1(b) for the New Common Preferred Shares purchased and Warrants issued and sold to such other investors at the Initial Closing and (ii) (A) $1.00 for each $1.33 of Net Proceeds received by such Investor upon the Closing Company from any sales of Qualifying Debt Securities for cash consummated by the Company from and after the date of this Agreement and (collectively, B) $1.00 for each $1.00 of Net Proceeds received by the "Investment")Company from any sales of Qualifying Equity Securities for cash consummated by the Company from and after the date of this Agreement.

Issuance, Purchase and Sale. (a) Upon the terms and subject to --------------------------- the conditions set forth herein, at each Closing (as defined in Section 1.3(c)) the Company shall sell to the Purchaser and the Purchaser shall purchase from the Company (i) shares of Series B Preferred Stock (the "Preferred Shares") at a ---------------- stated price of $1,000 per share and (ii) Warrants having an initial exercise price per share of Common Stock that is equal to the initial conversion price per share of Common Stock of the Preferred Shares issued and sold at such Closing. The Preferred Shares to be purchased and sold at each Closing shall be issued pursuant to a separate certificate of designation substantially in the form of Exhibit 2.2 hereto (the "Series B Certificate of Designation"). The ----------- ----------------------------------- Preferred Shares to be issued at the Initial Closing (as defined in Section 1.2) shall be designated by the Company Board as "Series B-1 Cumulative Convertible Preferred Stock," and each issue of Preferred Shares purchased and sold at any subsequent Closing shall be designated by the Company Board as a series of the Series B Preferred Stock. The various series of the Series B Preferred Stock designated by the Company Board after the Series B-1 Cumulative Convertible Preferred Stock shall be consecutively numbered, beginning with "Series B-2 Cumulative Convertible Preferred Stock" for the series to be purchased and sold at the first Closing that shall take place after the Initial Closing. (b) Upon the terms and subject to the conditions set forth herein, at the Closing: (a) Initial Closing the Company shall issue and sell to Forstmann Little the Purchaser and Forstmann Little the Purchaser shall purchase from the Company 79,999,998 shares of the Company's Class A Common Stock, par value $0.01 per share (the "Class A Common Stock"), and two shares of the Company's to-be-designated Class D Common Stock, par value $0.01 per share, in each case having the rights and preferences stated in the Amended and Restated Certificate of Incorporation (as hereinafter definedi) (the "Class D Common Stock"), which shares of Class A Common Stock and Class D Common Stock shall (subject to footnote no. 5 to Exhibit A) in the aggregate equal 40.00% of the New Outstanding Equity (as hereinafter defined) (collectively, the "New Forstmann Little Shares"); (b) the Company shall issue and sell to Telmex and Telmex shall purchase from the Company 80,000,000 shares of the Company's to-be-designated Class C Common Stock, par value $0.01 per share, having the rights and preferences stated in the Amended and Restated Certificate of Incorporation (the "Class C Common Stock"), which Class C Common Stock shall (subject to footnote no. 5 to Exhibit A) in the aggregate equal 40.00% of the New Outstanding Equity (the "New Telmex Shares" and together with the New Forstmann Little Shares, the "New Common Shares"); and (c) Telmex and Forstmann Little shall each pay to the Company, by wire transfer of immediately available funds, 30,000 Preferred Shares for an aggregate purchase price of $400,000,000 30,000,000 in cash and (ii) Warrants having an aggregate exercise price of $9,000,000. The Company shall have the right, but shall not be obligated, to sell at the Initial Closing to one or more investors unaffiliated with ITC Holding Company, Inc. ("Holding") selected by the Company, in United States dollars its sole discretion, upon ------- the terms and subject to the conditions set forth in this Agreement, (collectivelyi) up to 50,000 Preferred Shares committed under this Agreement to be purchased by Holding after the Initial Closing and (ii) Warrants having an aggregate exercise price that is equal to 30% of the aggregate purchase price of the Preferred Shares, if any, sold to such other investors on the Initial Closing Date. Each such other investor shall be a Qualified Investor, except as otherwise provided in this Agreement. If the Company receives an indication of interest from any such Qualified Investor to purchase Preferred Shares and Warrants, it shall provide written notice of such indication of interest to the Purchaser not later than 15 Business Days before the Initial Closing Date. Such written notice shall specify with respect to each Qualified Investor (i) the name of such Qualified Investor, (ii) the number of Preferred Shares and the aggregate exercise price of the Warrants proposed to be purchased by such Qualified Investor and (iii) information as may be reasonable and customary concerning the financial capability of such Qualified Investor to consummate the purchase of such Preferred Shares and Warrants at the Initial Closing Date. Following receipt of such a notice with respect to any such Qualified Investor, the amounts Purchaser shall have the right, but shall not be obligated, to be paid by purchase from the Company at the Initial Closing (i) all but not less than all of the Investors Preferred Shares proposed to be sold to any such Qualified Investor and (ii) Warrants having an aggregate exercise price that is equal to 30% of the aggregate purchase price of such Preferred Shares. To exercise its right to purchase such additional number of Preferred Shares and Warrants, the Purchaser shall provide the Company with written notice of such exercise at least ten Business Days prior to the Initial Closing Date. The Purchaser's notice, which shall constitute a binding agreement upon receipt by the Company to purchase such Preferred Shares and Warrants on the Initial Closing Date, shall state the number of additional Preferred Shares for which the Purchaser has exercised its purchase right pursuant to this Section 1.1paragraph. Nothing in this paragraph shall limit or restrict the ability of the Company to pay to any potential investor unaffiliated with Holding customary fees (including commitment fees) which may be payable whether or not the Purchaser exercises its purchase right under this paragraph. (c) Upon the terms and subject to the conditions set forth herein, during the Commitment Period, the Company, in its sole discretion, may sell to the Purchaser and the Purchaser shall purchase from the Company, for an aggregate purchase price of up to $120,000,000 in cash (such $120,000,000 amount, as adjusted pursuant hereto, the "Purchase PriceCommitment Amount"), (i) up to 120,000 Preferred Shares at a stated price of ----------------- $1,000 per share and (ii) Warrants having an aggregate exercise price calculated in consideration accordance with the following sentence, based on Draw Downs (subject to the Minimum Draw Down Amount and the Maximum Draw Down Amount) which the Company, in its sole discretion, may choose to exercise during the Commitment Period. In connection with each Draw Down, the Company shall issue to the Purchaser Warrants having an aggregate exercise price that is equal to 30% of the aggregate purchase price of the Preferred Shares sold pursuant to such Draw Down. The Commitment Amount shall be reduced from $120,000,000 by (i) the amount of the aggregate purchase price paid by any other investors referred to in Section 1.1(b) for the New Common Preferred Shares purchased and Warrants issued and sold to such other investors at the Initial Closing and (ii) (A) $1.00 for each $1.33 of Net Proceeds received by such Investor upon the Closing Company from any sales of Qualifying Debt Securities for cash consummated by the Company from and after the date of this Agreement and (collectively, B) $1.00 for each $1.00 of Net Proceeds received by the "Investment")Company from any sales of Qualifying Equity Securities for cash consummated by the Company from and after the date of this Agreement.

Issuance, Purchase and Sale. Upon the terms and subject to the conditions set forth herein, at the Closing: (a) the Company shall issue and sell to Forstmann Little and Forstmann Little shall purchase from the Company 79,999,998 shares of the Company's ’s Class A Common Stock, par value $0.01 per share (the "“Class A Common Stock"”), and two shares of the Company's ’s to-be-designated Class D Common Stock, par value $0.01 per share, in each case having the rights and preferences stated in the Amended and Restated Certificate of Incorporation (as hereinafter defined) (the "“Class D Common Stock"”), which shares of Class A Common Stock and Class D Common Stock shall (subject to footnote no. 5 to Exhibit A) in the aggregate equal 40.00% of the New Outstanding Equity (as hereinafter defined) (collectively, the "“New Forstmann Little Shares"”); (b) the Company shall issue and sell to Telmex and Telmex shall purchase from the Company 80,000,000 shares of the Company's ’s to-be-designated Class C Common Stock, par value $0.01 per share, having the rights and preferences stated in the Amended and Restated Certificate of Incorporation (the "“Class C Common Stock"”), which Class C Common Stock shall (subject to footnote no. 5 to Exhibit A) in the aggregate equal 40.00% of the New Outstanding Equity (the "“New Telmex Shares" ” and together with the New Forstmann Little Shares, the "“New Common Shares"”); and (c) Telmex and Forstmann Little shall each pay to the Company, by wire transfer of immediately available funds, an aggregate purchase price of $400,000,000 in cash in United States dollars (collectively, the amounts to be paid by all of the Investors pursuant to this Section 1.1, the "“Purchase Price"”) in consideration for the New Common Shares purchased by such Investor upon the Closing (collectively, the "“Investment"”).