EXHIBIT 4.3
This Security is a Registered Global Security and is registered in the name of
The Depository Trust Company, a New York corporation ("DTC"), or a nominee
thereof. This Security may not be exchanged in whole or in part for a Security
in definitive registered form, and no transfer of this Security in whole or in
part may be registered in the name of any Person other than DTC or its nominee,
except in the limited circumstances described elsewhere herein.
Unless this Security is presented by an authorized representative of DTC to the
Company (as defined below) or its agent for registration of transfer, exchange,
or payment, and any certificate issued is registered in the name of Cede & Co.
or in such other name as is requested by an authorized representative of DTC
(and any payment is made to Cede & Co. or to such other entity as is requested
by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the
registered owner hereof, Cede & Co., has an interest herein.
No. SPECIMEN $_________
CUSIP NO. 156700AB2
CENTURYTEL, INC.
7.750% Remarketable Senior Notes, Series I, Due 2012
INTEREST RATE TO REMARKETING DATE: 7.750%
REMARKETING DATE: October 15, 2002
INTEREST RATE TO MATURITY: See Further Provisions set forth herein
MATURITY DATE: October 15, 2012, Subject To Extension
as set forth herein
INTEREST PAYMENT DATES: April 15 and October 15, commencing April 15,
2001 through the first Remarketing Date
and thereafter, as set forth herein
CenturyTel, Inc., a corporation duly organized and existing under the
laws of the State of Louisiana (herein referred to as the "Company"), for value
received, hereby promises to pay to Cede & Co., or registered assigns, the
principal sum of $____________ Dollars on October 15, 2012 (unless and to the
extent earlier redeemed or repaid prior to such maturity date), or at such other
maturity date determined in accordance with the terms hereof, and to pay
interest on such principal sum semi-annually in arrears on April 15 and October
15 of each year, commencing April 15, 2001, to the Remarketing Date specified
above, at the Interest Rate to Remarketing Date specified herein, and
thereafter, subject to the terms and conditions set forth herein, at the
interest rates determined by the Remarketing Dealer (as defined herein) in
accordance with the procedures referred to herein, and on the Interest Payment
Dates referred to herein from the most recent Interest Payment Date to which
interest on the Securities has been paid or duly provided for, or, if no
interest has been paid or provided for, from October 19, 2000. Notwithstanding
the foregoing, if the date hereof is after a Regular Record Date and before the
following Interest Payment Date, this Security shall bear interest from such
Interest Payment Date; provided that if the Company shall default in the payment
of interest due on such Interest Payment Date, then this Security shall bear
interest from the immediately preceding Interest Payment Date to which interest
on the Securities has been paid or duly provided for, or, if no interest has
been paid or duly provided for on the Securities, from October 19, 2000.
The interest so payable on any Interest Payment Date will, except as
otherwise provided in the Indenture (as defined herein), be paid to the Person
in whose name this Security (or one or more Predecessor Securities, as defined
in the Indenture) is registered at the close of business on April 1 or October 1
(whether or not a Business Date), if the Interest Payment Dates are April 15 or
October 15, respectively, or on the fifteenth calendar day (whether or not a
Business Day) immediately preceding any other applicable Interest Payment Date.
Any such interest that is not so punctually paid or duly provided for will
forthwith cease to be payable to the registered holder on such Regular Record
Date and may either be paid to the person in whose name this Security is
registered at the close of business on a Special Record Date for the payment of
such defaulted interest to be fixed by the Trustee (in accordance with the
Indenture), notice whereof shall be given to the registered holder or holders of
the Securities of this series not more than 15 and not less than ten days prior
to such Special Record Date, or be paid at any time in any other lawful manner
not inconsistent with the requirements of any securities exchange, if any, on
which the Securities of this series may be listed, and upon such notice as may
be required by any such exchange, all as more fully provided in the Indenture.
The principal of and the interest on this Security shall be payable in any coin
or currency of the United States of America which at the time of payment is
legal tender for the payment of public and private debt, at the office of the
Company maintained for that purpose in the City of Monroe and State of
Louisiana, or the Borough of Manhattan, the City and State of New York. Interest
on overdue principal and (to the extent permitted by applicable law) on overdue
installments of interest shall accrue at the then applicable interest rate of
this Security.
The provisions of this Security are continued on the following pages
hereof and such continued provisions shall for all purposes have the same effect
as though fully set forth at this place.
IN WITNESS WHEREOF, the Company has caused this instrument to be
executed.
Dated: October 19, 2000 CENTURYTEL, INC.
By __________________
Vice President
Attest:___________________ By __________________
Secretary
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the above-designated series therein
referred to in the within-mentioned Indenture.
Regions Bank,as Trustee, Authenticating Agent and Security Registrar
By ___________________________________
Authorized Officer
Additional Terms of Security
This Security is one of a duly authorized series of Securities of the
Company (herein sometimes referred to as the "Securities"), all issued or to be
issued in one or more series under and pursuant to an Indenture dated as of
March 31, 1994 duly executed and delivered between the Company and Regions Bank,
an Alabama banking corporation organized and existing under the laws of the
State of Alabama (as successor-in-interest to Regions Bank of Louisiana and
First American Bank & Trust of Louisiana), as Trustee (herein referred to as the
"Trustee") (such Indenture hereinafter referred to as the "Indenture"), to which
Indenture reference is hereby made for a description of the rights, limitation
of rights, obligations, duties and immunities thereunder of the Trustee, the
Company and the holders of the Securities. By the terms of the Indenture, the
Securities are issuable in series which may vary as to amount, date of maturity,
rate of interest and in other respects as in the Indenture provided. This
Security is one of the series designated on the face hereof (herein called the
"Series") initially issued in the aggregate principal amount of $400,000,000.
Nothing herein shall limit the Company's rights to issue additional Securities
of this Series.
In case an Event of Default, as defined in the Indenture, with respect
to the Series shall have occurred and be continuing, the principal of all of the
Securities of the Series may be declared, and upon such declaration shall
become, due and payable, in the manner, with the effect and subject to the
conditions provided in the Indenture.
The Indenture contains provisions permitting the Company and the
Trustee, with the consent of the holders of not less than a majority in
aggregate principal amount of the Securities of each series affected at the time
Outstanding, as defined in the Indenture, to execute supplemental indentures for
the purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of the Indenture or of any supplemental indenture or of
modifying in any manner the rights of the holders of the Securities; provided,
however, that no such supplemental indenture shall (i) extend the fixed maturity
of any Securities or any series, or reduce the principal amount thereof, or
reduce the rate or extend the time of payment of interest thereon, or reduce any
premium payable upon the redemption thereof, without the consent of the holder
of each Security so affected or (ii) reduce the aforesaid percentage of
Securities, the holders of which are required to consent to any such
supplemental indenture, without the consent of the holders of each Security then
Outstanding and affected thereby. The Indenture also contains provisions
permitting the holders of a majority in aggregate principal amount of the
Securities of any series at the time Outstanding, on behalf of the holders of
Securities of such series, to waive any past default in the performance of any
of the covenants contained in the Indenture, or established pursuant to the
Indenture with respect to such series, and its consequences, except a default in
the payment of the principal of, or premium, if any, or interest on any of the
Securities of such series. Any such consent or waiver by the registered holder
of this Security (unless revoked as provided in the Indenture) shall be
conclusive and binding upon such holder and upon all future holders and owners
of this Security and of any Security issued in exchange hereof or in place
hereof (whether by registration of transfer or otherwise), irrespective of
whether or not any notation of such consent or waiver is made upon this
Security.
No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of and interest on this
Security at the times and place and at the rate and in the currency herein
prescribed.
Certain provisions relating to the remarketing of the Securities set
forth below are contained in the Remarketing Agreement.
Interest Payments on the Securities shall be in the amount of interest
accrued from and including the immediately preceding Interest Payment Date (or
from and including October 19, 2000 with respect to the initial interest
payment) to but excluding the relevant Interest Payment Date, Remarketing Date
or Stated Maturity Date, as the case may be.
The rate of interest on the Securities for the period from October 19,
2000 to but excluding October 15, 2002, which is the first Remarketing Date,
will be 7.750% per annum.
From and including the first Remarketing Date, the rate of interest on
the Securities will be either the Interest Rate to Maturity (if the first
Remarketing Date is also the Fixed Rate Remarketing Date) or the Floating Period
Interest Rate based on the accrual method described below (if the first
Remarketing Date is also the Floating Rate Remarketing Date), if any.
During the Floating Rate Period, the Securities shall accrue interest
on the Dollar Price thereof at a rate per annum equal to the Floating Period
Interest Rate, with respect to each Floating Rate Reset Period, such interest to
accrue from the first Reference Rate Reset Date to but excluding the Floating
Period Termination Date (with interest accruing during all intervening periods
from each applicable Reference Rate Reset Date to but excluding the next
Reference Rate Reset Date or the Floating Period Termination Date, as
applicable). The amount of interest to be paid for any Floating Rate Reset
Period will be calculated by adding the daily interest amounts for each day in
the Floating Rate Reset Period.
If the first Remarketing Date is also the Floating Rate Remarketing
Date, then from and including the subsequent Fixed Rate Remarketing Date, the
rate of interest on the Securities will be payable at the Interest Rate to
Maturity.
During the period prior to the first Remarketing Date and the period
after the Fixed Rate Remarketing Date, interest shall be computed on the basis
of a 360-day year of twelve 30-day months. Interest on the Securities during the
Floating Rate Period shall be computed on the basis of the actual number of days
in each Floating Rate Reset Period over a 360-day year.
Interest payable on any Interest Payment Date will be payable to the
persons in whose names the Securities are registered on April 1 or October 1
(whether or not a Business Day), if the Interest Payment Dates are April 15 or
October 15, respectively, or on the 15th calendar day (whether or not a Business
Day) immediately preceding any other applicable Interest Payment Date.
If any interest, principal or other payment date of the Securities
(including any payment date in connection with a mandatory tender or mandatory
redemption) occurring during a period when the Securities are accruing interest
at a fixed rate does not fall on a Business Day, a payment otherwise payable on
that day will be made on the next succeeding Business Day. Such payment will
have the same effect as if made on the originally scheduled payment date, and no
interest will accrue for the period from and after such payment date. In the
case of any such payment that accrues interest at a floating rate, interest will
accrue from such originally scheduled payment date to but excluding, and shall
be payable on, the next succeeding Business Day (except in the case of an
interest payment on the Stated Maturity Date, in which case no interest will
accrue from and after the Stated Maturity Date).
The principal of and the interest on the Securities shall be payable in
any coin or currency of the United States of America which at the time of
payment is legal tender for the payment of public and private debts, at any one
or more offices or agencies of the Company maintained for such purpose in
accordance with the Indenture. The Interest Rate to Maturity and the Floating
Rate Interest Rate, if any, for the Securities announced by the Remarketing
Dealer, absent manifest error, shall be binding and conclusive upon the
beneficial owners of the Securities, the Company and the Trustee.
If the Remarketing Dealer gives notice to the Company and the Trustee
on the Notification Date, in accordance with the Remarketing Agreement, of its
intention to purchase the Securities for remarketing on the first Remarketing
Date, the Securities shall be automatically tendered, or deemed tendered, to the
Remarketing Dealer for purchase on such Remarketing Date in accordance with the
terms and conditions of the Remarketing Agreement, except as provided in the
case of a mandatory redemption, optional redemption, or post-remarketing
optional redemption, all as described further herein. The purchase price payable
to the holders of such tendered Securities will be equal to 100% of the
aggregate principal amount thereof on the first Remarketing Date.
Upon the occurrence of a subsequent Remarketing Date, if any, the
Securities shall be automatically tendered, or deemed tendered, to the
Remarketing Dealer for purchase on such Remarketing Date in accordance with the
terms and conditions of the Remarketing Agreement, except as provided in the
case of a mandatory redemption, optional redemption, or post-remarketing
optional redemption. The purchase price payable to the holders of such tendered
Securities will be the Dollar Price thereof on any such subsequent Remarketing
Date. The Company shall give notice to the Remarketing Dealer and the Trustee of
any subsequent Remarketing Date at least five Business Days before such
Remarketing Date.
If the Securities are tendered for remarketing, the Remarketing Dealer
shall sell 100% of the aggregate principal amount of the Securities at the
Dollar Price to the Reference Corporate Dealer or the Reference Money Market
Dealer, whichever is applicable, providing the lowest Bid. If two or more of the
applicable Reference Dealers provide the lowest Bid, the Remarketing Dealer
shall sell the Securities to one or more of such Reference Dealers, as it
determines in its sole discretion. The obligation of the Remarketing Dealer to
purchase the Securities on the Remarketing Date is subject to the conditions set
forth in the Remarketing Agreement.
The Company shall be required to redeem the Securities from the Holders
in whole on the applicable Remarketing Date at a redemption price equal to 100%
of the aggregate principal amount of the Securities, if such Remarketing Date is
the first Remarketing Date, or the Dollar Price on any subsequent Remarketing
Date plus all accrued and unpaid interest, if any, to such Remarketing Date,
upon the occurrence of certain events or conditions specified in the Remarketing
Agreement, including without limitation if (i) the Remarketing Dealer for any
reason does not notify the Company of the Floating Period Interest Rate or of
the Interest Rate to Maturity by 4:00 p.m., New York City time, on the
applicable Determination Date, (ii) prior to any Remarketing Date, the
Remarketing Dealer resigns and no successor has been appointed on or before such
Determination Date, (iii) at any time after the Remarketing Dealer elects on the
Notification Date to remarket the Securities, the Remarketing Dealer elects to
terminate the Remarketing Agreement in accordance with its terms, (iv) the
Remarketing Dealer for any reason does not elect by notice to the Company and
the Trustee not later than such Notification Date to purchase all of the
Securities for remarketing on such Remarketing Date, (v) the Remarketing Dealer
for any reason does not deliver the purchase price of the Securities to the
Trustee on the Remarketing Date, or does not purchase all tendered Securities on
such Remarketing Date, or (vi) the Company for any reason fails to redeem the
Securities from the Remarketing Dealer following the Company's election to
effect such redemption.
The Company shall have the right to redeem the Securities, in whole,
from the Remarketing Dealer on any Remarketing Date in accordance with the
procedures set forth below and further defined in the Remarketing Agreement. If
the Remarketing Dealer elects in connection with the first Remarketing Date, or
is obligated, in connection with the subsequent Remarketing Date, if any, to
remarket the Securities, the Company shall, notwithstanding Section 3.02 of the
Indenture, notify the Remarketing Dealer and the Trustee, not later than 4:00
p.m. New York City time on the fourth Business Day immediately preceding any
Remarketing Date, if the Company irrevocably elects to exercise its right to
redeem the Securities, in whole, from the Remarketing Dealer on such Remarketing
Date. If the Company so elects to redeem the Securities, the Company shall
redeem the Securities in whole on the first Remarketing Date or on the
subsequent Remarketing Date at the Dollar Price, in each case, plus accrued and
unpaid interest, if any, to such Remarketing Date.
After the Fixed Rate Remarketing Date, the Securities are redeemable,
in whole or in part, at any time, and at the option of the Company, at a
redemption price equal to the greater of: (1) 100% of the principal amount of
the Securities then outstanding to be redeemed or (2) the sum of the present
values of the remaining scheduled payments of principal and interest thereon
(not including any portion of such payments of interest accrued as of the
redemption date) discounted to the redemption date on a semi-annual basis
(assuming a 360-day year consisting of twelve 30-day months) at the Adjusted
Treasury Rate, and 35 basis points, as calculated by an Independent Investment
Banker, plus, in either of the above cases, accrued and unpaid interest thereon
to the applicable redemption date.
The Adjusted Treasury Rate shall be calculated on the third Business
Day preceding the redemption date.
Under Section 3.02 of the Indenture, the Company will mail a notice of
redemption at least 30 days but not more than 60 days before a redemption date
to each record holder of the Securities to be redeemed. Notwithstanding Section
3.02 of the Indenture, if the Company becomes obligated to redeem the Securities
under the Remarketing Agreement on a date that will not permit the Company to
provide at least 30 days notice prior to such redemption, then the Company shall
provide each record holder of such Securities with as much notice of the
redemption date as is reasonably practicable under the circumstances. If the
Company elects to partially redeem the Securities, the Trustee will select in a
fair and appropriate manner the Securities to be redeemed.
If the redemption of the Securities is in part only, a new Security or
Securities for the unredeemed portion will be issued in the name or names of the
registered holder or holders thereof upon surrender thereof.
Except as provided above, the Securities are not otherwise redeemable
prior to maturity.
As provided in and subject to the provisions of the Indenture, the
Holder of this Security shall not have the right to institute any proceeding
with respect to the Indenture or for the appointment of a receiver or trustee or
for any other remedy thereunder, unless such holder shall have previously given
the Trustee written notice of a continuing Event of Default with respect to the
Securities, the holders of not less than a majority in principal amount of the
Securities at the time Outstanding shall have made written request to the
Trustee to institute proceedings in respect of such Event of Default as Trustee
and offered the Trustee reasonable indemnity, and the Trustee shall not have
received from the holders of a majority in principal amount of Securities at the
time Outstanding a direction inconsistent with such request, and shall have
failed to institute any such proceeding for 60 days after receipt of such
notice, request and offer of indemnity. The foregoing shall not apply to any
suit instituted by the holder of this Security for the enforcement of any
payment of principal hereof or premium, if any, or interest hereon on or after
the respective due dates expressed or provided for herein.
As provided in the Indenture and subject to certain limitations therein
set forth, this Security is transferable by the registered holder hereof on the
Security Register of the Company, upon surrender of this Security for
registration of transfer at the office or agency of the Company in the City of
Monroe and State of Louisiana, or any other authorized office or agency of the
Company established for this purpose, accompanied by a written instrument or
instruments of transfer in form satisfactory to the Company and the Security
Registrar duly executed by, the registered holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Securities, of authorized
denominations and for the same aggregate principal amount will be issued to the
designated transferee or transferees. No service charge will be made for any
such transfer, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in relation thereto.
Prior to due presentment for registration of transfer of this Security
the Company, the Trustee, any Paying Agent and any Security Registrar may deem
and treat the registered holder hereof as the absolute owner hereof (whether or
not this Security shall be overdue and notwithstanding any notice of ownership
or writing hereon made by anyone other than the Security Registrar) for the
purpose of receiving payment of or on account of the principal hereof and
interest due hereon and for all other purposes, and neither the Company nor the
Trustee nor any Paying Agent nor any Security Registrar shall be affected by any
notice to the contrary.
No recourse shall be had for the payment of the principal of or the
interest on this Security, or for any claim based hereon, or otherwise in
respect hereof, or based on or in respect of the Indenture, against any
incorporator, stockholder, affiliate, officer or director, past, present or
future, as such, of the Company or of any predecessor or successor corporation,
whether by virtue of any constitution, statute or rule of law, or by the
enforcement of any assessment or penalty or otherwise, all such liability being,
by the acceptance hereof and as part of the consideration for the issuance
hereof, expressly waived and released.
For purposes hereof, the following terms shall have the following
meanings:
"Adjusted Treasury Rate" means, with respect to any redemption date:
(1) the yield, under the heading which represents the average for
the immediately preceding week, appearing in the most recently
published statistical release designated "H.15(519)" or any
successor publication which is published weekly by the Board
of Governors of the Federal Reserve System and which
establishes yields on actively traded United States Treasury
securities adjusted to constant maturity under the caption
"Treasury Constant Maturities", for the maturity corresponding
to the Post- Remarketing Comparable Treasury Issue (if no
maturity is within three months before or after the remaining
term of the Securities, yields for the two published
maturities most closely corresponding to the Post- Remarketing
Comparable Treasury Issue will be determined and the Adjusted
Treasury Rate will be interpolated or extrapolated from such
yields on a straight line basis, rounding to the nearest
month); or
(2) if such release (or any successor release) is not published
during the week preceding the calculation date or does not
contain such yields, the rate per annum equal to the
semi-annual equivalent yield to maturity of the
Post-Remarketing Comparable Treasury Issue, calculated using a
price for the Post-Remarketing Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to
the Post-Remarketing Comparable Treasury Price for such
Redemption Date.
"Applicable Spread" shall be the lowest Fixed Rate Bid, expressed as a
spread (in the form of a percentage or in basis points) above the Base Rate
for the Securities, obtained by the Remarketing Dealer by 3:30 p.m., New York
City time, on the Fixed Rate Determination Date from the Fixed Rate Bids
quoted to the Remarketing Dealer by up to five Reference Corporate Dealers.
"Base Rate" means 5.72% per annum.
"Bid" means a Fixed Rate Bid or a Floating Rate Bid, as the case may
be.
"Business Day" means any day other than a Saturday or Sunday or a day
on which banking institutions in New York, New York or Monroe, Louisiana are
authorized or obligated by law or executive order to close.
"Comparable Treasury Issue" means the U.S. Treasury security or
securities selected by the Remarketing Dealer, as of the first Determination
Date as being the then current on-the-run ten-year U.S. Treasury security
(meaning the then most recently issued ten-year U.S. Treasury security),
unless, in the reasonable judgment of the Remarketing Dealer, the then
on-the-run ten-year U.S. Treasury security is not then being used as the
"pricing bond" for comparable corporate issues, in which case, the Comparable
Treasury Issue will mean the "pricing bond" used at the time for comparable
corporate issues or, if, in the reasonable judgment of the Remarketing Dealer,
there is no such "pricing bond," then the Comparable Treasury Issue will mean
the U.S. Treasury security or securities selected by the Remarketing Dealer as
of the first Determination Date as having an actual maturity comparable to the
remaining term of the Securities.
"Comparable Treasury Price" means, with respect to the first
Remarketing Date:
(1) the offer prices for the Comparable Treasury Issue (expressed
in each case as a percentage of their principal amount) at
12:00 noon, New York City time, on the first Determination
Date, as set forth on Telerate Page 500 (or such other page
as may replace Telerate Page 500), or
(2) if such page (or any successor page) is not displayed or does
not contain such offer prices on such first Determination
Date, (a) the average of up to five Reference Treasury Dealer
Quotations for such Remarketing Date, after excluding the
highest and lowest Reference Treasury Dealer Quotations, or
(b) if fewer than five such Reference Treasury Dealer
Quotations are obtained, the average of all such quotations.
"Determination Date" means either the Fixed Rate Determination Date or
the Floating Rate Spread Determination Date.
"Dollar Price" means (1) the principal amount of the Securities, plus,
(2) the premium equal to the excess, if any, of (A) the present value, as of
the first Remarketing Date, of the Remaining Scheduled Payments, discounted to
such first Remarketing Date on a semi-annual basis (assuming a 360-day year
consisting of twelve 30-day months) at the Treasury Rate, over (B) the
principal amount of the Securities.
"Fixed Rate Bid" means an irrevocable offer to purchase the aggregate
outstanding principal amount of the Securities at the Dollar Price, but
assuming:
(1) a settlement date that is the Fixed Rate Remarketing Date,
without accrued interest,
(2) a maturity date that is the 10th anniversary of the Fixed Rate
Remarketing Date, and
(3) a stated annual interest rate equal to the Base Rate plus the
spread bid by the Reference Corporate Dealer.
"Fixed Rate Determination Date" means the third Business Day prior to
the Fixed Rate Remarketing Date.
"Fixed Rate Remarketing Date" means (a) the first Remarketing Date,
assuming the Remarketing Dealer has elected to purchase the Securities and the
Company has not elected to exercise its Floating Period Option, or (b) the
subsequent Remarketing Date on which the Remarketing Dealer is obligated to
remarket the Securities, in the event that the Company has elected to exercise
its Floating Period Option.
"Floating Period Interest Rate" means the sum of the Reference Rate
and the Floating Rate Spread.
"Floating Period Notification Date" means the fourth Business Day
immediately preceding the first Remarketing Date.
"Floating Period Option" means the Company's right, on any date
subsequent to the Remarketing Dealer's election to purchase the Securities,
but prior to the fourth Business Day immediately preceding the first
Remarketing Date, to require the Remarketing Dealer to remarket the Securities
at the Floating Period Interest Rate.
"Floating Period Termination Date" means a date during the Floating
Rate Reset Period that would otherwise be the Reference Rate Reset Date
following the date the Company elects to terminate the Floating Rate Period or
the Reference Rate Reset Date that would otherwise occur in the month in which
the first anniversary of the first Remarketing Date occurs, whichever is
earlier.
"Floating Period Termination Notification Date" means a date during
the Floating Rate Reset Period on which the Company elects to terminate the
Floating Rate Period, which date shall be at least five Business Days prior to
the Floating Period Termination Date.
"Floating Rate Bid" means an irrevocable offer to purchase the
aggregate outstanding principal amount of the Securities at the Dollar Price,
but assuming:
(1) a settlement date that is the Floating Rate Remarketing Date
without accrued interest,
(2) a maturity date equal to the Floating Period Termination Date,
(3) a stated annual interest rate equal to the Reference Rate
plus the Floating Rate Spread,
(4) that such Securities are callable for repurchase by the
Remarketing Dealer at the Dollar Price on the Floating Period
Termination Date, and
(5) that the Company will redeem the Securities at the Dollar
Price on the Floating Period Termination Date if not
previously repurchased by the Remarketing Dealer.
"Floating Rate Period" means the period from (and including) the
Floating Rate Remarketing Date to (but excluding) the Floating Period
Termination Date.
"Floating Rate Remarketing Date" means October 15, 2002 in the event
that the Company has elected to exercise its Floating Period Option.
"Floating Rate Reset Period" means the period from (and including) the
first Reference Rate Reset Date to (but excluding) the next following
Reference Rate Reset Date, and thereafter the period from (and including) a
Reference Rate Reset Date to (but excluding) the next following Reference Rate
Reset Date; provided that the final Floating Rate Reset Period during the
Floating Rate Period will run to (but exclude) the Floating Period Termination
Date.
"Floating Rate Spread" shall be the lowest applicable Floating Rate
Bid expressed as a spread (in the form of a percentage or in basis points)
above the Reference Rate obtained by the Remarketing Dealer by 3:30 p.m., New
York City time, on the third Business Day prior to the Floating Rate
Remarketing Date, from the Floating Rate Bids quoted to the Remarketing Dealer
by up to five Reference Money Market Dealers.
"Floating Rate Spread Determination Date" means the third Business Day
prior to the Floating Rate Remarketing Date.
"Independent Investment Banker" means either Banc of America
Securities LLC or Salomon Smith Barney Inc. and their respective successors as
selected by the Company, or if both of these firms are unwilling or unable to
serve as such, an independent investment and banking institution of national
standing appointed by the Company.
"Initial Rate" means 7.750% per annum.
"Interest Payment Date" means the dates on which the Company shall be
obligated to make interest payments on the Securities, which dates shall be,
as applicable:
(1) during the period prior to and including the first Remarketing
Date semi-annually in arrears on April 15 and October 15,
commencing on April 15, 2001; and
(2) during the period after the Fixed Rate Remarketing Date, if
any, semi-annually in arrears on each day that is a six-month
anniversary of such date; and
(3) during the period after the Floating Rate Remarketing Date,
if any, in arrears on each Reference Rate Reset Date
commencing on the Reference Rate Reset Date following the
first Reference Rate Reset Date and ending on the Floating
Period Termination Date.
"Interest Rate to Maturity" shall be equal to the sum of the Base Rate
and the Applicable Spread, which will be based on the Dollar Price. The
Interest Rate to Maturity will be determined by the Remarketing Dealer to the
nearest one hundredth of one percent per annum (0.01%).
"LIBOR Business Day" means a day that is a Business Day and a London
Business Day.
"London Business Day" means any day on which dealings in U.S. dollars
are transacted in the London Inter-Bank Market.
"Notification Date" means a Business Day not earlier than 20 Business
Days prior to the first Remarketing Date, and not later than 4:00 p.m., New
York City time, on the 15th Business Day prior to the first Remarketing Date,
on which the Remarketing Dealer notifies the Company and the Trustee as to
whether it elects to purchase the Securities on such Remarketing Date.
"Original Issue Date" means October 19, 2000.
"Post-Remarketing Comparable Treasury Issue" means the U.S. Treasury
security selected by an Independent Investment Banker as having a maturity
comparable to the remaining term of the Securities to be redeemed that would
be utilized, at the time of selection and in accordance with customary
financial practice, in pricing new issues of corporate debt securities of
comparable maturity to the remaining term of such Securities or, if, in the
reasonable judgment of the Independent Investment Banker, there is no such
security, then the Post-Remarketing Comparable Treasury Issue will mean the
U.S. Treasury security or securities selected by an Independent Investment
Banker as having an actual or interpolated maturity or maturities comparable
to the remaining term of the Securities.
"Post-Remarketing Comparable Treasury Price" means (1) the average of
five Post-Remarketing Reference Treasury Dealer Quotations for such redemption
date, after excluding the highest and lowest Post-Remarketing Reference
Treasury Dealer Quotations, or (2) if the Independent Investment Banker
obtains fewer than five such Post Remarketing Reference Treasury Dealer
Quotations, the average of all such quotations.
"Post-Remarketing Reference Treasury Dealer Quotations" means, with
respect to each Reference Treasury Dealer and any redemption date, the
average, as determined by the Independent Investment Banker, of the bid and
asked prices for the Post-Remarketing Comparable Treasury Issue (expressed in
each case as a percentage of its principal amount) quoted in writing to the
Independent Investment Banker at 5:00 p.m., New York City time, on the third
Business Day preceding such redemption date.
"Reference Corporate Dealer" means each of up to five leading dealers
of publicly traded debt securities, including the Company's debt securities,
which shall be selected by the Company. The Company will advise the
Remarketing Dealer of its selection of Reference Corporate Dealers no later
than five Business Days prior to the Fixed Rate Remarketing Date. If Banc of
America Securities LLC is then acting as the Remarketing Dealer, then it will
be among the Reference Corporate Dealers the Company will select.
"Reference Money Market Dealer" means each of up to five dealers of
publicly traded debt securities, including the Company's debt securities,
selected by the Company, who are also leading dealers in money market
instruments. The Company will advise the Remarketing Dealer of its selection
of Reference Money Market Dealers no later than five Business Days prior to
the Floating Rate Remarketing Date. If Banc of America Securities LLC is then
acting as the Remarketing Dealer, then it will be among the Reference Money
Market Dealers the Company will select.
"Reference Rate" means:
(1) The rate for each Floating Rate Reset Period which will be
the rate for deposits in U.S. Dollars for a period of one
month which appears on Telerate Page 3750 (or any successor
page) as of 11:00 a.m., London time, on the applicable
Reference Rate Determination Date.
(2) If no rate appears on Telerate Page 3750 on the Reference
Rate Determination Date, the Remarketing Dealer will request
the principal London offices of four major reference banks in
the London Inter-Bank Market to provide it with their offered
quotations for deposits in U.S. Dollars for the period of one
month, commencing on the first day of the Floating Rate Reset
Period, to prime banks in the London Inter-Bank Market at
approximately 11:00 a.m., London time, on the Reference Rate
Determination Date and in a principal amount that is
representative for a single transaction in U.S. Dollars in
that market at that time. If at least two quotations are
provided, then the Reference Rate will be the average of
those quotations. If fewer than two quotations are provided,
then the Reference Rate will be the average (rounded, if
necessary, to the nearest one hundredth of one percent
(0.01%)) of the rates quoted at approximately 11:00 a.m., New
York City time, on the Reference Rate Determination Date by
three major banks in New York City selected by the
Remarketing Dealer for loans in U.S. dollars to leading
European banks, having a one-month maturity and in a
principal amount that is representative for a single
transaction in U.S. dollars in that market at that time. If
the banks selected by the Remarketing Dealer are not
providing quotations in the manner described by this
paragraph, the rate for the Floating Rate Reset Period
following the Reference Rate Determination Date will be the
rate in effect on that Reference Rate Determination Date.
"Reference Rate Determination Date" will be the second LIBOR Business
Day preceding each Reference Rate Reset Date.
"Reference Rate Reset Date" means the first Remarketing Date or the
15th day of each month thereafter until (but excluding) the Floating Period
Termination Date.
"Reference Treasury Dealer" means each of up to five Primary U.S.
Government Securities dealers (each a "Primary Treasury Dealer") to be
selected by the Company, and their respective successors; provided that if any
of the foregoing ceases to be a Primary Treasury Dealer, the Company will
substitute another Primary Treasury Dealer. The Company will advise the
Remarketing Dealer of its selection of Reference Treasury Dealers no later
than five Business Days prior to the Fixed Rate Remarketing Date. If Banc of
America Securities LLC is then acting as the Remarketing Dealer, then it will
be among the Reference Treasury Dealers the Company will select.
"Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer, the offer prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Remarketing Dealer by such Reference Treasury Dealer, by 3:30
p.m., New York City time, on the applicable Determination Date.
"Remaining Scheduled Payments" means, the remaining scheduled payments
of the principal of and interest on the Securities, calculated at the Base
Rate, that would be due after the first Remarketing Date, to and including the
Stated Maturity Date; provided that if such first Remarketing Date is not an
Interest Payment Date, the amount of the next succeeding scheduled interest
payment will be reduced by the amount of interest accrued to first Remarketing
Date.
"Remarketing Agreement" means an agreement between the Company and the
Remarketing Dealer, dated as of October 19, 2000, relating to the remarketing
of the Securities.
"Remarketing Date(s)" means (a) October 15, 2002 in the event the
Remarketing Dealer elects to remarket the Securities and the Company has not
elected to exercise its Floating Period Option or (b) October 15, 2002 and a
subsequent remarketing date which shall fall on the 15th day of any one of the
12 consecutive months subsequent to the first Remarketing Date until October
15, 2003 if the Remarketing Dealer elects to remarket the Securities and the
Company has elected to exercise its Floating Period Option.
"Remarketing Dealer" means Banc of America Securities LLC or any
successor Remarketing Dealer under the Remarketing Agreement.
"Stated Maturity Date" means October 15, 2012 or in the event the
Company elects to exercise its Floating Period Option, the tenth anniversary
of the Fixed Rate Remarketing Date, but not later than October 15, 2013.
"Telerate Page 500" means the display designated as "Telerate page
500" on Dow Jones Markets (or such other page as may replace "Telerate page
500" on such service) or such other service displaying the offer prices, as
may replace Dow Jones Markets.
"Telerate Page 3750" means the display designated as "Telerate page
3750" on Dow Jones Markets (or such other page as may replace "Telerate page
3750" on such service) or such other service displaying the offer prices, as
may replace Dow Jones Markets.
"Treasury Rate" means, with respect to a Remarketing Date, the rate
per annum equal to the semi-annual equivalent yield to maturity of the
Comparable Treasury Issue, calculated using a price for the Comparable
Treasury Issue (expressed as a percentage of its principal amount) equal to
the Comparable Treasury Price for such Remarketing Date.
The Treasury Rate shall be calculated on the third Business Day
preceding the Remarketing Date.
If DTC is at any time unwilling, unable or ineligible to continue as
depositary of the Securities of this Series and a successor depositary is not
appointed by the Company within 90 days, or if the Company at any time
determines not to have the Securities of this Series represented by one or
more registered global Securities, the Company will issue the Securities of
this Series in definitive form in exchange for the registered global
Securities.
The Securities are issuable only in book-entry form. The Securities
may be represented by one or more registered global Securities deposited with
DTC and registered in the name of the nominee of DTC, with certain limited
exceptions. So long as DTC or any successor depository or its nominee is the
registered holder of a global Security, DTC, such depository or such nominee,
as the case may be, will be considered to be the sole holder of the Security
for all purposes of the Indenture. Except as provided below, an owner of a
beneficial interest in a global Security will not be entitled to have the
Securities represented by such global Security registered in such owner's
name, will not receive or be entitled to receive physical delivery of the
Securities in certificated form and will not be considered the owner or holder
thereof under the Indenture. Each person owning a beneficial interest in a
global Security must rely on DTC's procedures and, if such person is not a
participant, on the procedures of the participant through which such person
owns its interest, to exercise any rights of a holder under the Indenture. If
the Company requests any action of holders or if an owner of a beneficial
interest in a global Security desires to take any action that a holder is
entitled to take under the Indenture, DTC will authorize the participants
holding the relevant beneficial interests to give or take such action, and
such participants will otherwise act upon the instructions of beneficial
owners holding through them.
Initially, the Trustee will be the Security Registrar, the Paying
Agent and the Transfer Agent for this Security. The Company reserves the
rights at any time to remove any Paying Agent, Transfer Agent or Security
Registrar without notice, to appoint additional or other Paying Agents, other
Transfer Agents and other Security Registrars without notice and to approve
any change in the office through which any Paying Agent, Transfer Agent or
Security Registrar acts. None of the Company, the Trustee, any Paying Agent or
the Security Registrar will have any responsibility or liability for any
aspect of the records relating to or payments made on account of beneficial
ownership interests in this Security in global form or for maintaining,
supervising or reviewing any records relating to such beneficial ownership
interests. Notwithstanding the foregoing, nothing herein shall prevent the
Company, the Trustee, or any agent of the Company or the Trustee, from giving
effect to any written certification, proxy or other authorization furnished by
any depository, as a holder, with respect to this Security in global form or
impair, as between such depository and owners of beneficial interests in such
global Security, the operation of customary practices governing the exercise
of the rights of such depository (or its nominee) as holder of such global
Security.
The Company may cause CUSIP numbers to be printed on the Securities as
a convenience to holders of Securities. No representation is made as to the
accuracy of such numbers as printed on the Securities, and reliance may be
placed only on the other identification numbers printed thereon.
This Security shall not be entitled to any benefit under the Indenture
hereinafter referred to, or be valid or become obligatory for any purpose,
until the Certificate of Authenticity herein shall have been signed by or on
behalf of the Trustee.
Capitalized terms used herein and not otherwise defined herein shall
have the respective meanings set forth in the Indenture.
The Indenture and this Security shall be governed by and construed in
accordance with the laws of the State of Louisiana.
