Exhibit 4.2
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. 156700AA4
ISIN NO. US156700AA43
COMMON CODE NO. 11939694
CENTURYTEL, INC.
8.375% Senior Notes, Series H, Due 2010
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, 2010 (unless and to the
extent earlier redeemed or repaid prior to such maturity date) and to pay
interest on such principal sum from the most recent interest payment date to
which interest has been paid or duly provided for, or, if no interest has been
paid or duly provided for, from October 19, 2000, semi-annually in arrears on
April 15 and October 15 in each year, commencing on April 15, 2001, at the rate
of 8.375% per annum until the principal hereof shall have become due and
payable, and on any overdue principal and (to the extent that payment of such
interest is enforceable under applicable law) on any overdue installment of
interest at the same rate per annum. The interest installment so payable, and
punctually paid or duly provided for, on any interest payment date will, as
provided in the Indenture hereinafter referred to, be paid to the person in
whose name this Security (or one or more Predecessor Securities, as defined in
such Indenture) is registered at the close of business on the regular record
date for such interest installment, which shall be April 1 or October 1, as the
case may be (whether or not a Business Day), immediately preceding such interest
payment date. Any such interest installment not so punctually paid or duly
provided for shall forthwith cease to be payable to the registered holder on
such regular record date, and may be paid to the person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on a special record date to be fixed by the Trustee for the payment of
such defaulted interest which shall not be more than 15 or less than 10 days
prior to the date of the proposed payment of such defaulted interest, notice of
which shall be given to the registered holder or holders of this series of
Security not less than 10 days prior to such special record date, or may be paid
at any time in any other lawful manner not inconsistent with the requirements of
any securities exchange on which this Security may be listed, and upon such
notice as may be required by such exchange, all as more fully provided in the
Indenture hereinafter referred to. Interest shall be computed on the basis of a
360-day year consisting of twelve 30-day months. 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 or agency of the Company maintained
for that purpose in the City of Monroe and State of Louisiana, the Borough of
Manhattan, the City and State of New York. Interest payable on any interest
payment date will be paid to DTC, Euroclear and/or Clearstream Luxembourg, as
the case may be, with respect to the portion of this Security held for its
account by Cede & Co. or a successor depositary, as the case may be, for the
purpose of permitting such party to credit the interest received by it in
respect of this Security to the accounts of the beneficial owners hereof.
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 Authentication hereon shall have been signed by or on behalf
of the Trustee.
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
<PAGE>
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 $500,000,000.
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.
Payment of Additional Amounts. The Company will, subject to certain
exceptions and limitations set forth below, pay such additional amounts to any
beneficial owner of any Security of this Series who is a non-United States
person (as defined below) as may be necessary in order that every net payment of
principal of and interest on such Security and any other amounts payable on such
Security, after withholding for or on account of any present or future tax,
assessment or governmental charge imposed upon or as a result of such payment by
the United States, or any political subdivision or taxing authority thereof or
therein, will not be less than the amount provided for in such Security to be
then due and payable. The Company will not, however, be required to make any
such payment of additional amounts to any beneficial owner for or on account of:
(i) any such tax, assessment or other governmental charge that would not
have been so imposed or withheld but for the existence of any present
or former connection between such beneficial owner (or between a
fiduciary, settlor, beneficiary, member or shareholder of such
beneficial owner, if such beneficial owner is an estate, a trust, a
partnership, a corporation or similar entity) and the United States
and its possessions, including, without limitation, such beneficial
owner (or such fiduciary, settlor, beneficiary, member or shareholder)
being or having been a citizen or resident thereof or being or having
been engaged in a trade or business or present therein or having, or
having had, a permanent establishment therein;
(ii) any estate, inheritance, gift, sales, excise, transfer, wealth or
personal property tax or any similar tax, assessment or governmental
charge;
(iii) any tax, assessment or other governmental charge imposed or withheld by
reason of such beneficial owner's past or present status as a personal
holding company or foreign personal holding company or controlled
foreign corporation or passive foreign investment company with respect
to the United States or as a corporation that accumulates earnings to
avoid United States federal income tax;
(iv) any tax, assessment or other governmental charge that is payable
otherwise than by withholding from payments on or in respect of any
Security of this Series;
(v) any tax, assessment or other governmental charge that would not have
been imposed or withheld but for the failure to comply with
certification, information or other reporting requirements concerning
the nationality, residence or identity of the beneficial owner of such
Security, if such compliance is required by statute or by regulation of
the United States or of any political subdivision or taxing authority
thereof or therein or by an applicable income tax treaty to which the
United States is a party as a precondition to relief or exemption from
such tax, assessment or other governmental charge;
(vi) any tax, assessment or other governmental charge imposed or withheld by
reason of such beneficial owner's past or present status as the actual
or constructive owner of 10% or more of the total combined voting power
of all classes of the Company's stock entitled to vote or as a
controlled foreign corporation that is related directly or indirectly
to the Company through stock ownership;
(vii) to the extent applicable, any tax, assessment or governmental charge
that is imposed or withheld solely because of a change in law,
regulation, or administrative or judicial interpretation that becomes
effective more than 15 days after the payment becomes due or is duly
provided for, whichever occurs later;
(viii) any tax, assessment or governmental charge any paying agent must
withhold from any payment of principal of or interest on any Security
of this Series, if such payment can be made without such withholding by
any other paying agent; or
(ix) any combination of these factors.
Such additional amounts shall also not be paid with respect to any
payment on this Security to a non-United States person who is a fiduciary or
partnership or other than the sole beneficial owner of such payment to the
extent such payment would be required by the laws of the United States, or any
political subdivision thereof, to be included in the income, for tax purposes,
of a beneficiary or settlor with respect to such fiduciary or a member of such
partnership or a beneficial owner who would not have been entitled to such
additional amounts had such beneficiary, settlor, member or beneficial owner, as
the case may be, held its interest in the note directly.
The Securities of this Series are subject in all cases to any tax,
fiscal or other law or regulation or administrative or judicial interpretation
applicable. Except as specifically provided herein, the Company is not required
to make any payment with respect to any tax, assessment or governmental charge
imposed by any government or a political subdivision or taxing authority.
As used herein, "United States" means the United States of America and
its territories, its possessions and other areas subject to its jurisdiction; a
"non-United States person" means a person (other than a partnership) that is not
a United States person; and a "United States person" means (i) a citizen or
resident of the United States, (ii) a corporation, or other entity treated as a
corporation, created or organized under the laws of the United States or any
State thereof or the District of Columbia; (iii) an estate whose income is
subject to United States federal income tax without regard to its source or (iv)
a trust the administration of which is subject to the primary jurisdiction of a
court within the United States and for which one or more United States persons
have the authority to control all substantial decisions.
Optional Redemption. The Company may redeem, at its option at any time,
the Securities of this Series, as a whole or in part, upon not less than 30 nor
more than 60 days notice by mail, at a redemption price equal to the greater of
(i) 100% of the principal amount of such Securities to be redeemed or (ii) the
sum of the present values of the Remaining Scheduled Payments (as hereinafter
defined) thereon discounted to the redemption date on a semi-annual basis
(assuming a 360-day year consisting of twelve 30-day months) at the Treasury
Rate (as hereinafter defined) plus 35 basis points for such Securities, together
in all cases with accrued interest on the principal amount being redeemed to the
redemption date.
"Treasury Rate" means, with respect to any redemption date, the rate
per annum equal to the semi-annual equivalent yield to maturity (computed as of
the second Business Day immediately preceding such redemption date) of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such redemption date.
"Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker 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 this Security. "Independent Investment Banker" means one of the Reference
Treasury Dealers appointed by the Trustee after consultation with the Company.
"Comparable Treasury Price" means, with respect to any redemption date
for the Securities: (a) the average of four Reference Treasury Dealer Quotations
for such redemption date, after excluding the highest and lowest of such
Reference Treasury Dealer Quotations or (b) if the Trustee obtains fewer than
four such Reference Treasury Dealer Quotations, the average of all such
Quotations obtained by the Trustee.
"Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined by
the Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by such Reference Treasury Dealer at 3:30 p.m., New York
time, on the third business day preceding such redemption date.
"Reference Treasury Dealer" means each of Banc of America Securities
LLC, Salomon Smith Barney Inc., Chase Securities, Inc., J.P. Morgan Securities
Inc., and their respective successors; provided, however, that if any of the
foregoing shall cease to be a primary U.S. Government securities dealer
(a "Primary Treasury Dealer"), the Company shall substitute therefor another
Primary Treasury Dealer.
"Remaining Scheduled Payments" means the remaining scheduled payments
of the principal of this Security to be redeemed and interest thereon that would
be due after the related redemption date but for such redemption; provided,
however, that if such redemption date is not an interest payment date with
respect to this Security, the amount of the next succeeding scheduled interest
payment thereon will be reduced by the amount of interest accrued thereon to
such redemption date.
Unless the Company defaults in payment of the redemption price, on and
after the applicable redemption date interest will cease to accrue on this
Security, or portions thereof called for redemption.
Tax Redemption. The Company may redeem, at its option at any time, the
Securities as a whole, upon the giving of a notice of redemption as described
below, if (a) the Company determines that, as a result of any change in or
amendment to the laws, or any regulations or rulings promulgated thereunder, of
the United States or of any political subdivision or taxing authority thereof or
therein, or any change in official position regarding the application or
interpretation of such laws, regulations or rulings, which change or amendment
becomes effective on or after October 12, 2000, the Company has or will become
obligated to pay additional amounts as described above or (b) a taxing authority
of the United States takes an action on or after October 12, 2000 whether or not
with respect to the Company or any of its affiliates that results in a
substantial probability that the Company will or may be required to pay such
additional amounts, in either case, with respect to such Securities for reasons
outside the Company's control and after taking reasonable measures available to
the Company to avoid such obligation. In either such instance, the Securities
will be redeemed at a redemption price equal to 100% of the principal amount
thereof, together with accrued and unpaid interest to the date fixed for
redemption. Prior to the giving of any notice of redemption pursuant to this
paragraph, the Company will deliver to the Trustee:
(i) a certificate stating that the Company is entitled to effect such
redemption and setting forth a statement of facts showing that the
conditions precedent to the Company's right to so redeem have occurred,
and
(ii) an opinion of independent counsel satisfactory to the Trustee to the
effect that the Company has or will become obligated or there is a
substantial probability that the Company will or may be required to pay
such additional amounts for the reasons described above;
provided that no such notice of redemption shall be given earlier than 60 days
prior to the earliest date on which the Company would be obligated to pay such
additional amounts if a payment in respect of the Securities were then due.
Notice of any redemption will be given not less than 30 nor more than
60 days prior to the date fixed for redemption, which date and the applicable
redemption price will be specified in the notice. Notices to holders of the
Securities of this Series will be sent by mail to the registered holder or
holders.
Except as provided above, the Securities are not otherwise redeemable
prior to maturity.
Other Terms. 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 and series 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.
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 Transfer
Agent and the Paying Agent for this Security, and Credit Agricole Indosuez
Luxembourg will be the Luxembourg Listing Agent, Paying Agent and Transfer
Agent. The Company reserves the rights at any time to remove any Listing Agent,
Paying Agent, Transfer Agent or Security Registrar without notice, to appoint
additional or other Listing Agents, other Paying Agents, other Transfer Agents
and other Security Registrars without notice and to approve any change in the
office through which any Listing Agent, Paying Agent, Transfer Agent or Security
Registrar acts; provided, however, that as long as the Securities are listed on
the Luxembourg Stock Exchange, the Company will maintain a Listing Agent, Paying
Agent and Transfer Agent in Luxembourg, and any change in the Luxembourg Listing
Agent, Paying Agent and Transfer Agent will be published in Luxembourg. None of
the Company, the Trustee, any Listing Agent, 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, ISIN or Common Code 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.
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.
