Exhibit 1.4
EXECUTION COPY
SUPPLEMENTAL REMARKETING AGREEMENT
Supplemental Remarketing Agreement dated as of February 2, 2005
among
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, as
Purchase Contract Agent and
attorney-in-fact for the Holders of the
Purchase Contracts (as such terms are
defined in the Purchase Contract Agreement
referred to in Schedule I hereto),
and Banc of America Securities LLC, J.P.
Morgan Securities Inc. and Wachovia
Capital Markets, LLC, as remarketing agents
and reset agents (the "Remarketing
Agents").
NOW, THEREFORE, for and in consideration of the covenants herein
made
and for other good and valuable
consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties
hereto agree as follows:
1.
Definitions. Capitalized terms used and not defined in this
Agreement shall have the meanings assigned
to them in the Remarketing Agreement
dated as of the date hereof (the
"Remarketing Agreement") among the Company, the
Purchase Contract Agent and Banc of America
Securities LLC, J.P. Morgan
Securities Inc. and Wachovia Capital
Markets, LLC or, if not defined in the
Remarketing Agreement, the meanings
assigned to them in the Purchase Contract
Agreement or, if not therein defined, the
Pledge Agreement.
2.
Registration Statement and Prospectus. The Company represents
and warrants to the Remarketing Agents as
follows: The Company meets the
requirements for use of Form S-3. A
registration statement on Form S-3
(Registration No. 333-84276), including a
prospectus relating to the Securities
(as such term is defined on Schedule I
hereto) has been (i) prepared by the
Company under the provisions of the
Securities Act of 1933, as amended (the
"1933 Act"), and the rules and regulations
thereunder of the Securities and
Exchange Commission (the "Commission");
(ii) filed with the Commission; and
(iii) declared effective by the Commission.
Such Registration Statement, as
amended, as of the date hereof, the Initial
Remarketing Date, the Second
Remarketing Date, the Third Remarketing
Date or the Final Remarketing Date, as
the case may be, and the documents
incorporated or deemed to be incorporated by
reference therein as of the Initial
Remarketing Date, the Second Remarketing
Date, the Third Remarketing Date or the
Final Remarketing Date, as the case may
be, are hereinafter called, collectively,
the "Registration Statement"; the
related prospectus dated April 29, 2002 and
prospectus supplement dated April
30, 2002, including the documents
incorporated or deemed to be incorporated by
reference therein as of the Initial
Remarketing Date, the Second Remarketing
Date, the Third Remarketing Date or the
Final Remarketing Date, as the case may
be, and the preliminary pricing supplement
relating to the Securities are
hereinafter called, collectively, the
"preliminary prospectus" and the related
prospectus dated April 29, 2002 and
prospectus dated April 30, 2002, including
the documents incorporated or deemed to be
incorporated by reference therein as
of the date hereof, the Initial Remarketing
Date, the Second Remarketing Date,
the Third Remarketing Date or the Final
Remarketing Date, as the case may be,
and the final pricing supplement relating
to the Securities to be dated the
Initial Remarketing Date, the Second
Remarketing Date, the Third Remarketing
Date or the Final Remarketing Date, as they
case may be, are hereinafter called,
collectively, the "Prospectus." The Company
has or will provide copies of the
Registration Statement, the preliminary
prospectus and the Prospectus to the
Remarketing Agents, and hereby consents to
the use of the preliminary prospectus
and the Prospectus in connection with the
remarketing of the Securities. All
references in this Agreement to amendments
or supplements to the Registration
Statement, the preliminary prospectus or
the Prospectus shall be deemed to mean
and include the filing of any document
under the Securities Exchange Act of
1934, as amended (the "1934 Act"), after
the Initial Remarketing Date, the
Second Remarketing Date, the Third
Remarketing Date or the Final Remarketing
Date, as the case may be, which is
incorporated or deemed to be incorporated by
reference in the Registration Statement,
the preliminary prospectus or the
Prospectus, as the case may be.
3.
Provisions Incorporated by Reference. (a) Subject to Section
3(b) hereof, the provisions of the
Underwriting Agreement referred to in
Schedule I hereto (other than all portions
preceding Section 1, Section 1,
Section 2, Sections 3(a) and (z), Sections
4 (i), (j), (l), (m) and (o),
Sections 5(j), (k) and (m), Section 6,
Section 7 and Section 8 thereof) are
incorporated herein by reference, mutatis
mutandis, and the Company hereby makes
the representations and warranties, and
agrees to comply with the covenants and
obligations, set forth in the provisions of
the Underwriting Agreement
incorporated by reference herein, as
modified by the provisions of Section 3(b)
hereof.
(b) With respect
to the provisions of the Underwriting Agreement
incorporated herein by reference, for the
purposes hereof, (i) all references
therein to the "Underwriter" or
"Underwriters" shall be deemed to refer to the
Remarketing Agents and all references to
the "Representative" or the
"Representatives" shall be deemed to refer
to the Remarketing Agents; (ii) for
purposes of Section 5 therein, all
references therein to the "Securities",
"Common Stock", "Issuable Common Stock",
"Option Securities" or "Initial
Securities" shall be deemed to refer to the
Securities as defined herein; (iii)
all references therein to the "Closing
Date" shall be deemed to refer to the
Remarketing Closing Date specified in
Schedule I hereto and all references to
"Date of Delivery" shall be disregarded;
(iv) all references therein to the
"Registration Statement," the "Preliminary
Prospectus", the "Final Prospectus"
or the "Prospectus" shall be deemed to
refer to the Registration Statement, the
preliminary prospectus and the Prospectus,
respectively, as defined herein; (v)
except as set forth in clause (ix) hereof
all references therein to this
"Agreement," the "Underwriting Agreement,"
"hereof," "herein" and all references
of similar import, shall be deemed to mean
and refer to this Supplemental
Remarketing Agreement; (vi) all references
therein to "the date hereof," "the
date of this Agreement" "the Execution
Date" and all similar references shall be
deemed to refer to the date of this
Supplemental Remarketing Agreement; (vii)
the third sentence of Section 3(j) shall be
deleted in its entirety; (viii) the
reference in Section 5(g) to "Harvey P.
Perry" shall be replaced with a
reference to "Stacey W. Goff"; (ix) the
term "Transaction Documents" shall be
deemed to include this Agreement; (x) for
purposes of Sections 5(d), (e) and (i)
therein, the references to "the date
hereof" and "the Execution Date" shall be
deemed to mean "the Initial Remarketing
Date, the Second Remarketing Date, the
Third Remarketing Date or the Final
Remarketing Date, as the case may be"; (xi)
the term "Ancillary Agreements" shall be
deemed to refer to the Remarketing
Agreement and this Agreement; (xii)
Schedule II to the Underwriting Agreement
shall be replaced with Schedule II to this
Agreement; (xiii) clauses (iv) and
(v) of Section 5(e) shall be revised to
read as follows: "(iv) any material
adverse change in the financial markets in
the United States or elsewhere; or
(v) the outbreak or escalation of
hostilities or other international or national
calamity or crisis, if the effect of any
such event specified in clause (iv) or
(v), in the Remarketing Agents' judgment,
makes it impracticable or inadvisable
to proceed with the remarketing or the
delivery of the Securities on the terms
and in the manner contemplated in the
Prospectus"; (xiv) paragraph 4 of Exhibit
A to Underwriting Agreement shall be
revised to add a reference to the
Remarketing Agreement; (xv) the reference
to "or known to me" in the last
sentence of paragraph 4 of Exhibit A to the
Underwriting Agreement shall be
disregarded; (xvi) all references to the
Equity Units, the Purchase Contracts
and the Issuable Common Stock in paragraphs
2, 3, 6 and 9 of Exhibit B to the
Underwriting Agreement shall be
disregarded; (xvii) paragraph 7 of Exhibit B to
Underwriting Agreement shall be replaced
with the following: "The statements
under the heading "Description of Debt
Securities" in the Registration Statement
and the Basic Prospectus and the headings
"Description of the Senior Notes" and
"Certain United States Federal Income Tax
Considerations" in the Final
Prospectus are accurate in all material
respects and, insofar as such
description contains statements
constituting a summary of the legal matters or
documents referred to therein, such
statements fairly summarize the information
referred to therein."; and (xviii) the
second sentence of the penultimate
paragraph of Exhibit B to the Underwriting
Agreement shall be revised to read in
its entirety as follows: "Accordingly,
whenever any statement in this letter is
qualified by the phrase "to the best of our
knowledge" or "known to us" or a
phrase of similar import, such phrase is
intended to mean the actual knowledge
of information by the lawyers in our firm
who have been principally involved in
negotiating the subject transaction and
preparing the pertinent documents and
any other lawyers in our firm having
substantial responsibility for managing the
client relationship with the Company or
overseeing the firm's provision of
securities law advice to the Company, but
does not include the information that
might be revealed if there were to be
underta
