CENTURYTEL, INC. AND WACHOVIA BANK, NATIONAL ASSOCIATION, AS PURCHASE CONTRACT AGENT _______________________________________________ PURCHASE CONTRACT AGREEMENT ________________________________________________ DATED AS OF MAY 1, 2002Purchase Contract Agreement • May 10th, 2002 • Centurytel Inc • Telephone communications (no radiotelephone) • New York
FORM OF REMARKETING AGREEMENTRemarketing Agreement • May 10th, 2002 • Centurytel Inc • Telephone communications (no radiotelephone) • New York
REMARKETING AGREEMENT, dated as of ____________, 20__ (this "Agreement"), by and between 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, not individually but solely as purchase contract agent (the "Purchase Contract Agent") and as attorney-in-fact of the holders of Purchase Contracts (as defined in the Purchase Contract Agreement (as defined herein)), and ____________, as remarketing agent and reset agent (the "Remarketing Agent").
CENTURYTEL, INC. Equity Units Underwriting AgreementUnderwriting Agreement • May 10th, 2002 • Centurytel Inc • Telephone communications (no radiotelephone)
CenturyTel, Inc., a Louisiana corporation (the "Company"), hereby confirms its agreement with you and the other underwriters (the "Underwriters") named in the Final Prospectus (as hereinafter defined), for whom you are acting as representatives (the "Representatives"), with respect to the issuance and sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of Equity Units of the Company, initially consisting of Corporate Units (the "Equity Units"), set forth in the Final Prospectus, and with respect to the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 1 hereof to purchase all or any part of 3,000,000 additional Equity Units. The aforesaid 20,000,000 Equity Units (the "Initial Securities") to be purchased by the Underwriters and all or any part of the 3,000,000 Equity Units subject to the option described in Section 1 hereof (the "Option Securities") are hereina
PLEDGE AGREEMENT Dated as of May 1, 2002 among CENTURYTEL, INC. JPMORGAN CHASE BANK, as Collateral Agent, Custodial Agent and Securities Intermediary and WACHOVIA BANK, NATIONAL ASSOCIATION, as Purchase Contract AgentPledge Agreement • May 10th, 2002 • Centurytel Inc • Telephone communications (no radiotelephone) • New York
