REGISTRATION RIGHTS AGREEMENT Dated as of August 26, 2002 between CENTURYTEL, INC. and BANC OF AMERICA SECURITIES LLC J.P. MORGAN SECURITIES INC. WACHOVIA SECURITIES, INC.Registration Rights Agreement • October 10th, 2002 • Centurytel Inc • Telephone communications (no radiotelephone) • New York
REGISTRATION RIGHTS AGREEMENT (this "Agreement") dated as of August 26, 2002, between CENTURYTEL, INC., a Louisiana corporation (the "Company"), BANC OF AMERICA SECURITIES LLC, J.P. MORGAN SECURITIES INC. and WACHOVIA SECURITIES, INC. (collectively, the "Initial Purchasers"). This Agreement is made pursuant to the Purchase Agreement, dated August 20, 2002 (the "Initial Placement"), between the Company, as the issuer of the Debentures (as defined herein), and the Initial Purchasers (the "Purchase Agreement"). The Debentures are to be issued pursuant to the provisions of an Indenture dated as of March 31, 1994 and a Second Supplemental Indenture dated as of August 20, 2002 (collectively, the "Indenture"), in each case, between the Company and Regions Bank (as successor-in-interest to First American Bank and Trust of Louisiana and Regions Bank of Louisiana), as trustee (the "Trustee"). The Indenture will provide that the Debentures will be convertible into fully paid, nonassessable shares
