EXHIBIT 4.1
CENTURY TELEPHONE ENTERPRISES, INC.
The following resolutions were adopted by the Executive Committee
of the Board of Directors of Century Telephone Enterprises, Inc. on
April 29, 1994:
WHEREAS, the Board of Directors of Century Telephone
Enterprises, Inc. (the "Company") has previously authorized (i) the
appropriate officers of the Company to take various actions
necessary to permit the Company to register, issue and sell senior
debt securities with an aggregate initial offering price not to
exceed $400,000,000 and (ii) the Executive Committee of the Board of
the Directors to establish the specific terms and conditions of any
one or more series of senior debt securities to be issued and sold
from time to time; and
WHEREAS, the Executive Committee, acting pursuant to such
authorization, deems it desirable and in the best interest of the
Company and its shareholders to authorize the issuance of
$150,000,000 aggregate principal amount of its senior debt
securities;
NOW, THEREFORE, BE IT RESOLVED THAT:
(1) The Company shall create and issue $150,000,000
aggregate principal amount of its senior debt securities, consisting
of (i) $50,000,000 aggregate principal amount of senior notes
designated as the "Century Telephone Enterprises, Inc. 7 3/4% Senior
Notes, Series A, Due 2004" (the "Series A Notes") and (ii)
$100,000,000 aggregate principal amount of senior notes designated
as the "Century Telephone Enterprises, Inc. 8 1/4% Senior Notes,
Series B, Due 2024" (the "Series B Notes" and, together with the
Series A Notes, the "Senior Notes"), in each case to be sold at the
prices described below and in accordance with the Indenture dated as
of March 31, 1994 ("Indenture"), between the Company and First
American Bank & Trust of Louisiana, as Trustee ("Trustee"), to wit:
(a) The Series A Notes will mature on May 1, 2004 and
the Series B Notes will mature on May 1, 2024.
(b) The Senior Notes shall bear interest from May 1,
1994, until the principal thereof becomes due and payable at the
rate of 7 3/4% per annum with respect to the Series A Notes and 8
1/4% per annum with respect to the Series B Notes, payable in each
case semi-annually on May 1 and November 1 of each year commencing
November 1, 1994, and any overdue principal and (to the extent that
the payment of such interest is enforceable under applicable law)
any overdue installment of interest thereon shall bear interest at
the same rate per annum; the principal of and the interest on the
Senior Notes 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 the office or agency of
the Company maintained in accordance with the Indenture, or, at the
option of the Company, by check in U.S. dollars mailed or delivered
to the person in whose name the Senior Notes are registered. The
regular record date with respect to any interest payment date for
the Senior Notes shall be the April 15 or October 15, as the case
may be, immediately preceding such interest payment date, whether or
not such date is a business day.
(c) The Series A Notes will not be redeemable prior to
maturity.
(d) The Series B Notes may not be redeemed prior to
May 1, 2004. The Series B Notes may be redeemed from time to time
on not less than 30 nor more than 60 days' prior notice given as
provided in the Indenture, as a whole or in part, at the option of
the Company, on any date or dates on or after May 1, 2004, and prior
to maturity, at the applicable percentage of the principal amount
thereof to be redeemed as set forth below under the heading
"Redemption Price" during the respective twelve-month periods
beginning May 1 of the years shown below:
Redemption
Year Price
------ ----------
2004 103.620%
2005 103.258%
2006 102.896%
2007 102.534%
2008 102.172%
2009 101.810%
2010 101.448%
2011 101.086%
2012 100.724%
2013 100.362%
and thereafter at 100% of the principal amount, together, in each
case, with accrued interest to the date fixed for redemption (but if
the date fixed for redemption is an interest payment date, the
interest installment payable on such date shall be payable to the
registered holder at the close of business on the applicable record
date).
(e) There will be no mandatory sinking fund payments
for the Senior Notes.
(f) The Senior Notes and the Trustee's Certificate of
Authentication to be endorsed thereon are to be substantially in the
following form:
(FORM OF FACE OF SECURITY)
No._____________ $_____________
CUSIP NO.________________
Century Telephone Enterprises, Inc.
____% Senior Notes, Series __, Due ____
Century Telephone Enterprises, 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 _____________ or
registered assigns, the principal sum of _____________ Dollars
on _____________ and to pay interest on said principal sum
from _____________, or from the most recent interest payment
date to which interest has been paid or duly provided for,
semi-annually on _____________ and _____________ in each year,
commencing _____________, at the rate of ____% 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 said Indenture) is registered at the
close of business on the regular record date for such interest
installment, which shall be the _____________ or
_____________, 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, notice of which shall be
given to the registered holders of this series of Securities
not more than 15 days and 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 the Securities 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.
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
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, or the Borough of Manhattan, the City
and State of New York, or, at the option of the Company, by
check in U.S. dollars mailed or delivered to the person in
whose name this Security is registered.
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
reverse side 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
CENTURY TELEPHONE ENTERPRISES, INC.
By
[President/Vice President]
Attest:
By
[Secretary/Assistant Secretary]
(FORM OF CERTIFICATE OF AUTHENTICATION)
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the above-designated
series therein referred to in the within-mentioned Indenture.
First American Bank & Trust of Louisiana
as Trustee, Authenticating Agent and
Security Registrar
By _________________________
Authorized Officer
(FORM OF REVERSE 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
First American Bank & Trust of Louisiana, a Louisiana banking
corporation organized and existing under the laws of the State
of Louisiana, as Trustee (herein referred to as the "Trustee")
(said 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 (herein called the
"Security") is one of the series designated on the face hereof
(herein called the "Series") limited in aggregate principal
amount to $___,000,000.
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 establish
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.
The Securities are issuable as registered Securities
without coupons in denominations of $1,000 or any integral
multiple thereof. Securities may be exchanged, upon
presentation thereof for that purpose, at the office or agency
of the Company in the City of Monroe and State of Louisiana,
for other Securities of authorized denominations, and for a
like aggregate principal amount and series, and upon payment
of a sum sufficient to cover any tax or other governmental
charge in relation thereto.
The Securities will not be redeemable prior to maturity.
OR
The Securities may not be redeemed prior to __________.
The Securities may be redeemed from time to time on not less
than 30 nor more than 60 days' prior notice given as provided
in the Indenture, as a whole or in part, at the option of the
Company, on any date or dates on or after ________, and prior
to maturity, at the applicable percentage of the principal
amount thereof to be redeemed as set forth below under the
heading "Redemption Price" during the respective twelve month
periods beginning ____ of the years shown below:
Redemption
Year Price
%
together, in each case, with accrued interest to the date
fixed for redemption (but if the date fixed for redemption is
an interest payment date, the interest installment payable on
such date shall be payable to the registered holder at the
close of business on the applicable record date).
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 accompanied by a written
instrument or instruments of transfer in form satisfactory to
the Company or 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.
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.
(2) The office of First American Bank & Trust of
Louisiana is hereby designated and created as the agency of the
Company in the City of Monroe and State of Louisiana at which (i)
both the principal and the interest on the Senior Notes are payable
on the terms and conditions specified in the Indenture and notices,
presentations and demands to or upon the Company in respect the
Senior Notes may be given or made, (ii) the Senior Notes may be
surrendered for transfer or exchange and transferred or exchanged in
accordance with the terms of the Indenture and (iii) books for the
registration and transfer of the Senior Notes shall be kept;
(3) The office of First American Bank & Trust of
Louisiana is hereby designated and created as Security Registrar of
the Company in the City of Monroe and State of Louisiana at which
(i) the Company shall register the Senior Notes, (ii) the Senior
Notes may be surrendered for transfer or exchange and transferred or
exchanged in accordance with the terms of the Indenture, and (iii)
books for the registration and transfer of the Senior Notes shall be
kept; and
(4) The Senior Notes hereby authorized by these
resolutions shall be in substantially the form and shall have the
characteristics provided in the Indenture, and the form of the
Senior Notes of each such series set forth in these resolutions is
hereby approved and adopted.
FURTHER RESOLVED THAT:
(1) The President or any Vice President of the Company
is hereby authorized to execute and deliver on behalf of the Company
an Underwriting Agreement (the "Underwriting Agreement") in
substantially the form of the Underwriting Agreement included as an
exhibit to the registration statement of Form S-3 filed by the
Company on March 30, 1994 and declared effective April 11, 1994
(Registration No. 33-52915) (the "Registration Statement"),
reflecting the terms of the sale of the Senior Notes to the
Underwriters named in such agreement, along with the accompanying
Price Determination Agreement that confirms that the sale price of
the Series A Notes (after deducting an underwriting discount of
.65%) shall be 99.299% of the principal amount thereof and the sale
price of the Series B Notes (after deducting an underwriting
discount of .875%) shall be 98.114% of the principal amount thereof;
(2) The President or any Vice President and the
Secretary or any Assistant Secretary of the Company are hereby
authorized and directed to deliver to the Trustee a certified record
of these resolutions setting forth the terms of the Senior Notes as
required by Section 2.01 of the Indenture;
(3) The President or any Vice President of the Company
is hereby authorized to execute $50,000,000 aggregate principal
amount of Series A Notes and $100,000,000 aggregate principal amount
of Series B Notes on behalf of the Company under its corporate seal
or a facsimile attested by the Secretary or any Assistant Secretary,
and the signature of the President, or any Vice President, may be in
the form of a facsimile signature of the present or any future
President or Vice President and the signature of the Secretary or
any Assistant Secretary in attestation of the corporate seal may be
in the form of a facsimile signature of the present or any future
Secretary or Assistant Secretary, and should any officer who signs,
or whose facsimile signature appears upon, any of the Senior Notes
cease to be such an officer prior to their issuance, the Senior
Notes so signed or bearing such facsimile signature shall still be
valid, and without prejudice to the use of the facsimile signature
of any other officer as hereinabove authorized, the facsimile
signature of Glen F. Post III, President, and the facsimile
signature of Harvey P. Perry, Secretary, are hereby expressly
approved and adopted;
(4) The officers of the Company are hereby authorized
to cause the Senior Notes to be delivered to the Trustee for
authentication and delivery by it in accordance with the provisions
of the Indenture, and the Trustee is hereby authorized and requested
to authenticate the Senior Notes upon compliance by the Company with
the provisions of the Indenture and to deliver the same to or upon
the written order of the President or any Vice President of the
Company, and the President or any Vice President is hereby
authorized to apply to the Trustee for the authentication and
delivery of Senior Notes;
(5) The President or any Vice President and the
Treasurer or any Assistant Treasurer of the Company are hereby
authorized and empowered to endorse, in the name and on behalf or
the Company, any and all checks received in connection with the
sales of the Senior Notes for application as described in the
offering materials prepared and filed, or to be prepared and filed,
in connection with the offering of the Senior Notes, or for deposit
to the account of the Company in any bank, and that any such
endorsement be sufficient to bind the Company;
(6) The officers of the Company are hereby authorized
to issue and sell the aggregate principal amounts of the Senior
Notes at the price and upon the terms and conditions set forth in
the Underwriting Agreement (including the accompanying Price
Determination Agreement) covering the sale of the Senior Notes;
(7) The preparation, dissemination and filing with the
Securities and Exchange Commission of the preliminary prospectus
supplement dated April 29, 1994 (to the prospectus dated April 11,
1994 forming a part of the Registration Statement) is hereby
ratified and confirmed in all respects, and the officers of the
Company are hereby authorized to prepare, disseminate and file with
the Securities and Exchange Commission any additional preliminary or
definitive prospectus supplements that may be necessary or
appropriate;
(8) The officers of the Company are authorized to
execute and deliver all such instruments and documents, to incur on
behalf of the Company all such expenses and obligations, to make all
such payments, and to do all such other acts and things as they may
consider necessary or desirable in connection with the
accomplishment of the intent and purposes of the foregoing
resolutions, including without limitation obtaining all necessary
and appropriate CUSIP numbers and debt ratings, retaining all
necessary printing companies, engraving companies and other agents
or advisers, executing and delivering all closing instruments that
are contemplated by the Indenture or Underwriting Agreement or that
are otherwise customary and appropriate, and issuing any necessary
and appropriate press releases; and
(9) All actions heretofore taken by the officers of
the Company that would have been authorized hereunder if taken after
the adoption of these resolutions are hereby ratified and confirmed
in all respects as the acts of the Company.