Exhibit 4.1
CONFORMED
CENTURYTEL, INC.
and
COMPUTERSHARE INVESTOR SERVICES, LLC
Rights Agent
Amendment No. 2
to
Rights Agreement
June 30, 2000
AMENDMENT NO. 2 TO RIGHTS AGREEMENT
This Amendment No. 2 (this "Amendment") to the Rights Agreement, dated
as of August 27, 1996, as amended (the "Rights Agreement"), by and between
CenturyTel, Inc. (formerly named Century Telephone Enterprises, Inc.), a
Louisiana corporation (the "Company"), and Computershare Investor Services, LLC
(as successor-in-interest to Society National Bank and Harris Trust and Savings
Bank), acting as Rights Agent hereunder (the "Rights Agent"), is dated and
effective as of June 30, 2000. All capitalized terms used but not defined herein
shall have the meanings assigned to such terms in the Rights Agreement.
W I T N E S S E T H:
WHEREAS, the Company and the Rights Agent may amend the Rights
Agreement in accordance with the provisions of Section 27 thereof;
WHEREAS, Computershare Investor Services, LLC succeeded to the stock
transfer and corporate trust businesses of the prior Rights Agent, Harris Trust
and Savings Bank, as of June 30, 2000, and wishes to confirm that it has
succeeded to and assumed all of the rights, interests and obligations of the
Rights Agent under the Rights Agreement;
WHEREAS, the Company desires to amend Section 21 of the Rights
Agreement to clarify which entities are eligible to act as a successor Rights
Agent under the Rights Agreement;
WHEREAS, all acts necessary to make this Amendment a valid agreement
according to its terms have been validly performed; and
WHEREAS, the execution and delivery of this Amendment by the Company
and the Rights Agent have been or will be duly authorized by the Company and the
Rights Agent;
NOW, THEREFORE, in consideration of the premises and the mutual
agreements set forth herein and in the Rights Agreement, the parties hereby
agree as follows:
1. The Rights Agreement is hereby amended by revising the fifth
sentence of Section 21 thereof, such that Section 21 of the Rights Agreement, as
so amended, shall hereafter read in its entirety as follows:
Section 21. Change of Rights Agent. The Rights Agent or any
successor Rights Agent may resign and be discharged from its
duties under this Agreement upon 30 days' notice in writing
mailed to the Company and to each transfer agent of the Common
Shares or Preference Shares by registered or certified mail,
and, after the Distribution Date, to the holders of the Right
Certificates by first-class mail. The Company may remove the
Rights Agent or any successor Rights Agent (with or without
cause) upon 30 days' notice in writing mailed to the Rights
Agent or successor Rights Agent, as the case may be, and to
each transfer agent of the Common Shares or Preference Shares
by registered or certified mail, and, after the Distribution
Date, to the holders of the Right Certificates by first-class
mail. If the Rights Agent shall resign or be removed or shall
otherwise become incapable of acting, the Company shall
appoint a successor to the Rights Agent. If the Company shall
fail to make such appointment within a period of 30 days after
giving notice of such removal or after it has been notified in
writing of such resignation or incapacity by the resigning or
incapacitated Rights Agent or by the holder of a Right
Certificate (who shall, with such notice, submit his Right
Certificates for inspection by the Company), then the
registered holder of any Right Certificate may apply to any
court of competent jurisdiction for the appointment of a new
Rights Agent. Any successor Rights Agent, whether appointed by
the Company or by such a court, shall be (a) a corporation,
trust company, banking association or limited liability
company (or similar form of entity under the laws of any state
of the United States or a foreign jurisdiction) authorized to
conduct business under the laws of the United States or any
state of the United States, which is authorized under such
laws to exercise corporate trust, fiduciary or stockholder
services powers and is subject to supervision or examination
by federal or state authority and which has at the time of its
appointment as Rights Agent a combined capital and surplus of
at least $20,000,000 or (b) an Affiliate controlled by a
corporation, trust company, banking association or limited
liability company described in clause (a) of this sentence.
After appointment, the successor Rights Agent shall be vested
with the same powers, rights, duties and responsibilities as
if it had been originally named as Rights Agent without
further act or deed; but the predecessor Rights Agent shall
deliver and transfer to the successor Rights Agent any
property at the time held by it hereunder, and execute and
deliver any further assurance, conveyance, act or deed
necessary for the purpose. Not later than the effective date
of any such appointment, the Company shall file notice thereof
in writing with the predecessor Rights Agent and each transfer
agent of the Common Shares or Preference Shares, and, after
the Distribution Date, mail a notice thereof in writing to the
registered holders of the Right Certificates. Failure to give
any notice provided for in this Section 21, however, or any
defect therein, shall not affect the legality or validity of
the resignation or removal of the Rights Agent or the
appointment of the successor Rights Agent, as the case may be.
2. The Rights Agreement is hereby amended by replacing the address of
the Rights Agent set forth in Section 26 of the Rights Agreement with the
following address:
Computershare Investor Services, LLC
1601 Elm Street, Suite 4340
Thanksgiving Tower
Dallas, Texas 75201
Attention: Shareholder Services
3. This Amendment shall be governed by and construed in accordance with
the laws of the State of Louisiana applicable to contracts made and to be
performed entirely within such State.
4. This Amendment may be executed in any number of counterparts and
each of such counterparts shall for all purposes be deemed an original, and all
such counterparts shall together constitute one and the same instrument.
5. Except as expressly set forth herein, this Amendment shall not by
implication or otherwise alter, modify, amend or in any other way affect any of
the terms, conditions, obligations, covenants or agreements contained in the
Rights Agreement, all of which are hereby ratified and affirmed in all respects
and shall continue in full force and effect. The undersigned Rights Agent
acknowledges that it has succeeded to and assumed all of the rights, interests
and obligations of the Rights Agent specified in the Rights Agreement in
accordance with Section 19 of the Rights Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2
to the Rights Agreement to be duly executed and delivered, effective as of the
day and year first above written.
ATTEST: CENTURYTEL, INC.
/s/ Kathy Tettleton By: /s/ Glen F. Post, III
-------------------- ---------------------------
Glen F. Post, III
Vice Chairman, President and
Chief Executive Officer
ATTEST: COMPUTERSHARE INVESTOR SERVICES, LLC
/s/ Rozlynn Orr By: /s/ Mark Asbury
-------------------- ----------------------------
Mark Asbury
Vice President