Exhibit 1.4
EXECUTION COPY
dated as of February 2, 2005 among
CenturyTel, Inc., a Louisiana corporation (the "Company"), Wachovia Bank,
National Association, a national banking association organized and existing
under the laws of the United States, as Purchase Contract Agent and
attorney-in-fact for the Holders of the Purchase Contracts (as such terms are
defined in the Purchase Contract Agreement referred to in Schedule I hereto),
and Banc of America Securities LLC, X.X. Xxxxxx Securities Inc. and Wachovia
Capital Markets, LLC, as remarketing agents and reset agents (the "Remarketing
Agents").
NOW, THEREFORE, for and in consideration of the covenants herein made
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:
1. Definitions. Capitalized terms used and not defined in this
Agreement shall have the meanings assigned to them in the Remarketing Agreement
dated as of the date hereof (the "Remarketing Agreement") among the Company, the
Purchase Contract Agent and Banc of America Securities LLC, X.X. Xxxxxx
Securities Inc. and Wachovia Capital Markets, LLC or, if not defined in the
Remarketing Agreement, the meanings assigned to them in the Purchase Contract
Agreement or, if not therein defined, the Pledge Agreement.
2. Registration Statement and Prospectus. The Company represents
and warrants to the Remarketing Agents as follows: The Company meets the
requirements for use of Form S-3. A registration statement on Form S-3
(Registration No. 333-84276), including a prospectus relating to the Securities
(as such term is defined on Schedule I hereto) has been (i) prepared by the
Company under the provisions of the Securities Act of 1933, as amended (the
"1933 Act"), and the rules and regulations thereunder of the Securities and
Exchange Commission (the "Commission"); (ii) filed with the Commission; and
(iii) declared effective by the Commission. Such Registration Statement, as
amended, as of the date hereof, the Initial Remarketing Date, the Second
Remarketing Date, the Third Remarketing Date or the Final Remarketing Date, as
the case may be, and the documents incorporated or deemed to be incorporated by
reference therein as of the Initial Remarketing Date, the Second Remarketing
Date, the Third Remarketing Date or the Final Remarketing Date, as the case may
be, are hereinafter called, collectively, the "Registration Statement"; the
related prospectus dated April 29, 2002 and prospectus supplement dated April
30, 2002, including the documents incorporated or deemed to be incorporated by
reference therein as of the Initial Remarketing Date, the Second Remarketing
Date, the Third Remarketing Date or the Final Remarketing Date, as the case may
be, and the preliminary pricing supplement relating to the Securities are
hereinafter called, collectively, the "preliminary prospectus" and the related
prospectus dated April 29, 2002 and prospectus dated April 30, 2002, including
the documents incorporated or deemed to be incorporated by reference therein as
of the date hereof, the Initial Remarketing Date, the Second Remarketing Date,
the Third Remarketing Date or the Final Remarketing Date, as the case may be,
and the final pricing supplement relating to the Securities to be dated the
Initial Remarketing Date, the Second Remarketing Date, the Third Remarketing
Date or the Final Remarketing Date, as they case may be, are hereinafter called,
collectively, the "Prospectus." The Company has or will provide copies of the
Registration Statement, the preliminary prospectus and the Prospectus to the
Remarketing Agents, and hereby consents to the use of the preliminary prospectus
and the Prospectus in connection with the remarketing of the Securities. All
references in this Agreement to amendments or supplements to the Registration
Statement, the preliminary prospectus or the Prospectus shall be deemed to mean
and include the filing of any document under the Securities Exchange Act of
1934, as amended (the "1934 Act"), after the Initial Remarketing Date, the
Second Remarketing Date, the Third Remarketing Date or the Final Remarketing
Date, as the case may be, which is incorporated or deemed to be incorporated by
reference in the Registration Statement, the preliminary prospectus or the
Prospectus, as the case may be.
3. Provisions Incorporated by Reference. (a) Subject to Section
3(b) hereof, the provisions of the Underwriting Agreement referred to in
Schedule I hereto (other than all portions preceding Section 1, Section 1,
Xxxxxxx 0, Xxxxxxxx 0(x) xxx (x), Xxxxxxxx 0 (x), (x), (x), (x) and (o),
Sections 5(j), (k) and (m), Section 6, Section 7 and Section 8 thereof) are
incorporated herein by reference, mutatis mutandis, and the Company hereby makes
the representations and warranties, and agrees to comply with the covenants and
obligations, set forth in the provisions of the Underwriting Agreement
incorporated by reference herein, as modified by the provisions of Section 3(b)
hereof.
(b) With respect to the provisions of the Underwriting Agreement
incorporated herein by reference, for the purposes hereof, (i) all references
therein to the "Underwriter" or "Underwriters" shall be deemed to refer to the
Remarketing Agents and all references to the "Representative" or the
"Representatives" shall be deemed to refer to the Remarketing Agents; (ii) for
purposes of Section 5 therein, all references therein to the "Securities",
"Common Stock", "Issuable Common Stock", "Option Securities" or "Initial
Securities" shall be deemed to refer to the Securities as defined herein; (iii)
all references therein to the "Closing Date" shall be deemed to refer to the
Remarketing Closing Date specified in Schedule I hereto and all references to
"Date of Delivery" shall be disregarded; (iv) all references therein to the
"Registration Statement," the "Preliminary Prospectus", the "Final Prospectus"
or the "Prospectus" shall be deemed to refer to the Registration Statement, the
preliminary prospectus and the Prospectus, respectively, as defined herein; (v)
except as set forth in clause (ix) hereof all references therein to this
"Agreement," the "Underwriting Agreement," "hereof," "herein" and all references
of similar import, shall be deemed to mean and refer to this ; (vi) all references therein to "the date hereof," "the
date of this Agreement" "the Execution Date" and all similar references shall be
deemed to refer to the date of this ; (vii)
the third sentence of Section 3(j) shall be deleted in its entirety; (viii) the
reference in Section 5(g) to "Xxxxxx X. Xxxxx" shall be replaced with a
reference to "Xxxxxx X. Xxxx"; (ix) the term "Transaction Documents" shall be
deemed to include this Agreement; (x) for purposes of Sections 5(d), (e) and (i)
therein, the references to "the date hereof" and "the Execution Date" shall be
deemed to mean "the Initial Remarketing Date, the Second Remarketing Date, the
Third Remarketing Date or the Final Remarketing Date, as the case may be"; (xi)
the term "Ancillary Agreements" shall be deemed to refer to the Remarketing
Agreement and this Agreement; (xii) Schedule II to the Underwriting Agreement
shall be replaced with Schedule II to this Agreement; (xiii) clauses (iv) and
(v) of Section 5(e) shall be revised to read as follows: "(iv) any material
adverse change in the financial markets in the United States or elsewhere; or
(v) the outbreak or escalation of hostilities or other international or national
calamity or crisis, if the effect of any such event specified in clause (iv) or
(v), in the Remarketing Agents' judgment, makes it impracticable or inadvisable
to proceed with the remarketing or the delivery of the Securities on the terms
and in the manner contemplated in the Prospectus"; (xiv) paragraph 4 of Exhibit
A to Underwriting Agreement shall be revised to add a reference to the
Remarketing Agreement; (xv) the reference to "or known to me" in the last
sentence of paragraph 4 of Exhibit A to the Underwriting Agreement shall be
disregarded; (xvi) all references to the Equity Units, the Purchase Contracts
and the Issuable Common Stock in paragraphs 2, 3, 6 and 9 of Exhibit B to the
Underwriting Agreement shall be disregarded; (xvii) paragraph 7 of Exhibit B to
Underwriting Agreement shall be replaced with the following: "The statements
under the heading "Description of Debt Securities" in the Registration Statement
and the Basic Prospectus and the headings "Description of the Senior Notes" and
"Certain United States Federal Income Tax Considerations" in the Final
Prospectus are accurate in all material respects and, insofar as such
description contains statements constituting a summary of the legal matters or
documents referred to therein, such statements fairly summarize the information
referred to therein."; and (xviii) the second sentence of the penultimate
paragraph of Exhibit B to the Underwriting Agreement shall be revised to read in
its entirety as follows: "Accordingly, whenever any statement in this letter is
qualified by the phrase "to the best of our knowledge" or "known to us" or a
phrase of similar import, such phrase is intended to mean the actual knowledge
of information by the lawyers in our firm who have been principally involved in
negotiating the subject transaction and preparing the pertinent documents and
any other lawyers in our firm having substantial responsibility for managing the
client relationship with the Company or overseeing the firm's provision of
securities law advice to the Company, but does not include the information that
might be revealed if there were to be undertaken a canvass of all lawyers in our
firm, a general search of our files, a review of all of the Company's contacts
or any other type of independent investigation."
4. Remarketing. Subject to the terms and conditions and in reliance
upon the representations and warranties herein set forth or incorporated by
reference herein and in the Remarketing Agreement, the Remarketing Agents agree
to use their reasonable efforts to remarket, in the time and in the manner set
forth in Section 2(b) of the Remarketing Agreement, the aggregate principal
amount, as the case may be, of Securities set forth in Schedule I hereto at a
price of approximately 100.25% (but not less than the Minimum Remarketing Price)
of the Treasury Portfolio Purchase Price, in the case of the Initial
Remarketing, Second Remarketing, if any, and Third Remarketing, if any, or at a
price of approximately 100.25% (but not less than the Minimum Remarketing Price)
of the aggregate principal amount of the Securities in the case of the Final
Remarketing, if any. In connection therewith, the registered holder or holders
thereof agree pursuant to Section 3 of the Remarketing Agreement, in the manner
specified in Section 5 hereof, to pay to the Remarketing Agents the Remarketing
Fee, payable by deduction from any amount received in connection with such
remarketing. Pursuant to the First Supplemental Indenture, the right of each
holder of Securities to have Securities tendered for purchase shall be limited
to the extent set forth in the second to last sentence of Section 2(b) of the
Remarketing Agreement (which is incorporated by reference herein). As more fully
provided in Section 2(c) of the Remarketing Agreement (which is incorporated by
reference herein), the Remarketing Agents are not obligated to purchase any
Securities in the remarketing or otherwise, and neither the Company nor the
Remarketing Agents shall be obligated in any case to provide funds to make
payment upon tender of Securities for remarketing.
5. Delivery and Payment. (a) Delivery of payment for the remarketed
Securities by the purchasers thereof identified by the Remarketing Agents and
payment of the Remarketing Fee shall be made on the Remarketing Closing Date (or
such later date not later than five Business Days after such date as the
Remarketing Agents shall designate), which date and time may be postponed by
agreement between the Remarketing Agents and the Company, at the Closing
Location (as such term is defined on Schedule I hereto). Delivery of the
remarketed Securities and payment of the Remarketing Fee shall be made to the
Remarketing Agents against payment by the respective purchasers of the
remarketed Securities of the consideration therefor as specified herein, which
consideration pursuant to Section 4.6 or 6.3 of the Pledge Agreement and Section
5.3 or 5.4 of the Purchase Contract Agreement shall be paid to the Collateral
Agent for the account of the persons entitled thereto by certified or official
bank check or checks drawn on or by a New York Clearing House bank and payable
in immediately available funds or in immediately available funds by wire
transfer to an account or accounts designated by the Collateral Agent.
(b) The remarketed Securities shall be represented by one or more
definitive global securities in book-entry form and shall be registered in the
name of The Depository Trust Company (or its nominee), and the Company agrees to
have such certificates available for inspection, packaging and checking by the
Remarketing Agents in New York, New York not later than 1:00 p.m. on the
Business Day prior to the Remarketing Closing Date. The Remarketing Agents may
modify the settlement procedures with respect to the remarketed Securities in
order to facilitate the settlement process.
6. Notices. Unless otherwise specified, any notices, requests,
consents or other communications given or made hereunder or pursuant hereto
shall be made in writing or transmitted by any standard form of
telecommunication, including telephone or telecopy, and confirmed in writing.
All written notices and confirmations of notices by telecommunication shall be
deemed to have been validly given or made when delivered or mailed, by
registered or certified mail, return receipt requested and postage prepaid. All
such notices, requests, consents or other communications shall be addressed as
follows:
if to the Company, to:
000 XxxxxxxXxx Xxxxx
Xxxxxx, XX 00000
Attention: Chief Financial Officer
Facsimile: 318-388-9000
with a copy to:
Jones, Walker, Waechter, Poitevent, Carrere & Xxxxxxx, LLP
000 Xxxxx Xxxxxxx Xxxxxx
Xxx Xxxxxxx, XX 00000-0000
Attention: Xxxxxxx X. Xxxxxx, Esq.
Facsimile: 000-000-0000
if to the Remarketing Agents, to:
Banc of America Securities LLC
0 Xxxx 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: High Grade Debt Capital Markets Transaction Management
Facsimile: 212-583-8000
X.X. Xxxxxx Securities Inc.
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: High Grade Syndicate Desk - 8th Floor
Facsimile: 000-000-0000
Wachovia Securities, Inc.
One Wachovia Center
000 Xxxxx Xxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Attention: High Grade Syndicate Desk - 7th Floor
Facsimile: 000-000-0000
with a copy to:
Pillsbury Winthrop LLP
0000 Xxxxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxxx, Esq.
Facsimile: 000-000-0000
and if to the Purchase Contract Agent, to:
Wachovia Bank, National Association
0000 Xxxx Xxx Xxxxxx, Xxxxx 0000
Xxxxxxxxx, XX 00000
Attention: Xxxxxxxx Xxxxx
Facsimile: 000-000-0000
or to such other address as any of the above shall specify to the other
in writing.
7. Conditions to Obligations of Remarketing Agents. Anything
herein to the contrary notwithstanding, the parties hereto agree that the
obligations of the Remarketing Agents under this Agreement and the Remarketing
Agreement are subject to the satisfaction of the conditions set forth in Section
7 of the Remarketing Agreement (which are incorporated herein by reference), and
to the satisfaction, on the Initial Remarketing Date, Second Remarketing Date,
Third Remarketing Date or Final Remarketing Date, as the case may be, and the
Remarketing Closing Date of the conditions incorporated by reference herein from
Section 5 of the Underwriting Agreement (except subparagraphs (j), (k) and (m)
thereof) as modified by Section 3(b) hereof (including, without limitation, the
delivery of opinions of counsel, officers' certificates and accountants' comfort
letters on the terms and conditions therein specified, the accuracy as of the
Initial Remarketing Date, Second Remarketing Date, Third Remarketing Date or
Final Remarketing Date, as the case may be , and the Remarketing Closing Date of
the representations and warranties of the Company included and incorporated by
reference herein and the performance by the Company of its obligations under the
Remarketing Agreement and this Agreement as and when required hereby and
thereby).
8. Indemnity and Contribution. Anything herein to the contrary
notwithstanding, the Remarketing Agents shall be entitled to indemnity and
contribution on the same terms and conditions as are set forth in Section 10 of
the Remarketing Agreement (which is incorporated by reference herein except that
all references therein to this "Agreement" shall be deemed to mean and refer to
this and all references therein to the
"Registration Statement," the "preliminary prospectus" and the "final
prospectus" shall be deemed to mean and refer to the Registration Statement, the
preliminary prospectus and the Prospectus, respectively, as defined herein).
9. Black-Out. Until thirty (30) days from the Initial Remarketing,
Second Remarketing, in the event of a Failed Initial Remarketing, or Third
Remarketing, in the event of a Failed Second Remarketing, or Final Remarketing,
in the event of a Failed Third Remarketing, the Company will not, without the
consent of the Remarketing Agents, offer, sell or contract to sell, or otherwise
dispose of, by public offering, or announce the public offering of, any other
debt securities of the Company other than (i) up to $400,000,000 aggregate
principal amount of the Company's senior notes and (ii) the incurrence of
indebtedness under the Company's credit facilities or through commercial paper
issuances.
10. Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of New York without regard to conflict
of law principles thereunder.
11. Headings. Section headings have been inserted in this Agreement
as a matter of convenience of reference only, and it is agreed that such section
headings are not a part of this Agreement and will not be used in the
interpretation of any provision of this Agreement.
12. Severability. If any provision of this Agreement shall be held
or deemed to be or shall, in fact, be invalid, inoperative or unenforceable as
applied in any particular case in any or all jurisdictions because it conflicts
with any provisions of any constitution, statute, rule or public policy or for
any other reason, then, to the extent permitted by law, such circumstances shall
not have the effect of rendering the provision in question invalid, inoperative
or unenforceable in any other case, circumstances or jurisdiction, or of
rendering any other provision or provisions of this Agreement invalid,
inoperative or unenforceable to any extent whatsoever.
13. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be regarded as an original and all of which
shall constitute one and the same document.
14. Obligations of the Remarketing Agents. All obligations of the
Remarketing Agents under this Agreement shall be several and not joint.
15. Effectiveness of the Remarketing Agreement. Except as may
otherwise be specifically set forth herein, the Remarketing Agreement shall
otherwise remain in full force and effect.
16. Survival. Anything herein to the contrary notwithstanding, the
provisions of Section 8 and this Section 16 shall survive any termination or
expiration of this Agreement and remain in full force and effect. The respective
indemnities, agreements, representations, warranties and other statements of the
Company or the Remarketing Agents, as set forth in this Agreement or made by or
on behalf of them, respectively, pursuant to this Agreement, shall remain
operative and in full force and effect, regardless of any investigation made by
or on behalf of the Remarketing Agents or any of their controlling persons, or
by or on behalf of the Company, and shall survive any remarketing of the
Securities.
If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us the enclosed duplicate hereof, whereupon
this letter and your acceptance shall represent a binding agreement among the
Company and the Remarketing Agents.
CENTURYTEL, INC.
By: /s/ R. Xxxxxxx Xxxxx, Xx.
------------------------------
R. Xxxxxxx Xxxxx, Xx.
Executive Vice President &
Chief Financial Officer
CONFIRMED AND ACCEPTED:
BANC OF AMERICA SECURITIES LLC
By: /s/ Xxxx Xxxxx
--------------------------------
Name: Xxxx Xxxxx
Title: Principal
X.X. XXXXXX SECURITIES INC.
By: /s/ Xxxxxx Xxxxxxxxx
--------------------------------
Name: Xxxxxx Xxxxxxxxx
Title: Vice President
WACHOVIA CAPITAL MARKETS, LLC
By: /s/ Xxx Xxxxxxx
--------------------------------
Name: Xxx Xxxxxxx
Title: Managing Director
WACHOVIA BANK, NATIONAL ASSOCIATION,
not individually but solely as Purchase
Contract Agent and as attorney-in-fact for
the holders of the Purchase Contracts
By: /s/ Xxxxxxxx X. Xxxxx
---------------------------------
Name: Xxxxxxxx X. Xxxxx
Title: Vice President
SCHEDULE I
Securities subject to the remarketing: Senior Notes, Series J, due 2007 of
CenturyTel, Inc. (the "Securities").
Purchase Contract Agreement, dated as of May 1, 2002 (the "Purchase Contract
Agreement") by and between CenturyTel, Inc., a Louisiana corporation,
and Wachovia Bank, National Association, a national banking association
organized and existing under the laws of the United States.
Pledge Agreement dated as of May 1, 2002 (the "Pledge Agreement") by and
between CenturyTel, Inc., a Louisiana corporation, JPMorgan Chase Bank
N.A., a national banking association, and Wachovia Bank, National
Association, a national banking association organized and existing
under the laws of the United States.
Indenture dated as of March 31, 1994 (the "Senior Indenture") by and between
CenturyTel, Inc., a Louisiana corporation, and Regions Bank
(successor-in-interest to First American Bank and Trust of Louisiana
and Regions Bank of Louisiana), an Alabama state banking corporation,
as trustee.
First Supplemental Indenture, dated as of May 1, 2002 (the "First
Supplemental Indenture" and, together with the Senior Indenture, the
"Indenture") by and between CenturyTel, Inc., a Louisiana corporation,
and Regions Bank, an Alabama state banking corporation, as trustee.
Aggregate Principal Amount of Securities: Up to $500,000,000.
Underwriting Agreement, dated April 30, 2002 (the "Underwriting Agreement")
among CenturyTel, Inc. and Xxxxxxx Xxxxx & Co., as Representative of
the several Underwriters.
Remarketing Closing Date, Time and Location: 10:00 a.m., New York time, on the
third Business Day following the Initial Remarketing Date, the Second
Remarketing Date, the Third Remarketing Date or the Final Remarketing
Date, as the case may be (or such other time as the Company and the
Remarketing Agents mutually agree), at the offices of Pillsbury
Winthrop LLP, 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx (the "Closing
Location").
SCHEDULE II
SUBSIDIARIES
Name
----------
CenturyTel Arkansas Holdings, Inc.
CenturyTel of Central Wisconsin, LLC
CenturyTel of Xxxxxxxxxx, LLC
(successor to Xxxxxxxxxx Telephone Company)
CenturyTel of Arkansas, Inc.
(formerly named Century Telephone of Arkansas, Inc.)
CenturyTel of Mountain Home, Inc.
(formerly named Mountain Home Telephone Co., Inc.)
CenturyTel of Wisconsin, LLC
(successor to Century Telephone of Wisconsin, Inc.)
CenturyTel Midwest-Michigan, Inc.
(formerly named Century Telephone Midwest, Inc.)
CenturyTel of Ohio, Inc.
(formerly named Century Telephone of Ohio, Inc.)
CenturyTel of Alabama, LLC
Spectra Communications Group, LLC
Telephone USA of Wisconsin, LLC
CenturyTel of Washington, Inc.
CenturyTel of Eagle, Inc.
CenturyTel of Midwest-Xxxxxxx, LLC
CenturyTel of Montana, Inc.
CenturyTel of Northwest Arkansas, LLC
CenturyTel of Central Arkansas, LLC
CenturyTel Holdings, Inc.
CenturyTel of the Midwest-Wisconsin, LLC
CenturyTel of the Northwest, Inc.
CenturyTel of Michigan, Inc.
CenturyTel of San Marcos, Inc.
CenturyTel Service Group, LLC
