CENTURYTEL, INC. $____________ ___% Senior Notes, Series ______, due ______ $____________ ___% Senior Notes, Series ______, due ______ UNDERWRITING AGREEMENTUnderwriting Agreement • February 9th, 2009 • Centurytel Inc • Telephone communications (no radiotelephone) • New York
CenturyTel, Inc., a Louisiana corporation (the “Company”), proposes to issue and sell to you (individually, an “Underwriter” and collectively, the “Underwriters”) an aggregate of $______________ principal amount of the Company’s _____% Senior Notes, Series _____, due _____ (the “Series _____ Notes”) and $____________ principal amount of the Company’s _____% Senior Notes, Series _____, due _____ (the “Series _____ Notes” and, together with the Series _____ Notes, the “Securities”) to be issued pursuant to an Indenture dated as of March 31, 1994 (the “Indenture”), between the Company and Regions Bank (successor to First American Bank & Trust of Louisiana and Regions Bank of Louisiana), as Trustee (the “Trustee”). The Securities will be sold to you and to the other underwriters named in Schedule I (collectively, the “Underwriters”) for whom you are acting as representatives (the “Representatives”).
