Unassociated Document


    
      Exhibit
4.5

       

       

      
        CenturyTel,
Inc.

        ___________

        


        Form
of Resolution to be Adopted by Special Pricing Committee

        (to be
used in connection with authorizing the

        issuance
of debt securities under

        the
applicable Indenture)

        ___________

      

       

       

      
        WHEREAS,
the Board of Directors of CenturyTel, 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 various securities
of the Company, including debt securities, and (ii) the Special Pricing
Committee of the Board of Directors to establish the specific terms and
conditions of any one or more series of the Company’s debt securities to be
issued and sold from time to time; and

        


        WHEREAS,
the Special Pricing 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 $___,000,000 aggregate principal amount of [senior]
[subordinated] debt securities of the Company;

        


        NOW,
THEREFORE, BE IT RESOLVED AS FOLLOWS:

      

       

      
        I.           AUTHORIZATION
OF TERMS OF SECURITIES

      

       

      
        RESOLVED
THAT:

        


        The
Company shall create and issue $___,000,000 aggregate principal amount of its
[senior] [subordinated]  debt securities, consisting of $___,000,000
aggregate principal amount of [senior] [subordinated] notes designated as the
“CenturyTel, Inc. _____% [Senior] [Subordinated] Notes, Series __, Due ____”
(the “New Notes”), at the prices described below and in accordance with the
[Indenture dated as of March 31, 1994 (“Indenture”), between the Company and
Regions Bank (successor to First American Bank & Trust of Louisiana and
Regions Bank of Louisiana)] [Subordinated Indenture dated as of _____________,
200_ (“Indenture”), between the Company and _________ Bank], as Trustee
(“Trustee”), all on the terms and conditions set forth below:

      

       

      
        (a)           The
New Notes will mature on _____________.

        


        (b)           The
New Notes shall bear interest from _____________, 200__ until the principal
thereof becomes due and payable at the rate of ____% per annum, payable
semi-annually on _____________ and _____________ of each year commencing
_____________, 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 New Notes shall be payable in any coin or currency of
the United States of America that 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.  The regular record date
with respect to any interest payment date for the New Notes shall be
_____________ or _____________, as the case may be, immediately preceding such
interest payment date, whether or not such date is a business day.

        


        (c)           The
New Notes will not be redeemable prior to maturity.

         

        OR

        


        The New
Notes may not be redeemed prior to __________.  The New 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 ________, 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:

      

       

      
        
          	
                  Year

                	
                  Redemption
      Price

                
	 
      	 
      
	 
      	
                  %

                


        

         

         

        
          
            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).



          OR

        

         

        
          The New
Notes will be redeemable, as a whole or in part, at the option of the Company at
any time, at a redemption price equal to the greater of (i) 100% of the
principal amount of such series to be redeemed and (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 ____ basis points for the New Notes, together with accrued
interest (if any) 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 the
New Notes.  “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 New Notes:
(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 __________________, ___________________, and
____________________, and their respective successors; provided, however, that if
any of the foregoing shall cease to be a primary U.S. Government securities
dealer in New York City (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
the New Notes 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 such New
Notes, the amount of the next succeeding scheduled interest payment thereon will
be reduced by the amount of interest accrued thereon (if any) to such redemption
date.

          


          Notice of
any redemption will be mailed at least 30 days but no more than 60 days before
the redemption date to each holder of the New Notes to be redeemed.

          


          Unless
the Company defaults in payment of the redemption price, on and after the
applicable redemption date interest will cease to accrue on the New Notes, as
applicable, or portions thereof called for redemption.  [If Applicable]

          


          (d)           There
will be no mandatory sinking fund payments for any series of the New
Notes.

          


          (e)           The
New Notes will be issued in the form of fully registered global securities
(“Global Securities”) that will be deposited with, or on behalf of, The
Depositary Trust Company, New York, New York (“DTC”), and registered in the name
of DTC’s nominee.  The New Notes may only be transferred, in whole and
not in part, to another nominee of DTC or to a successor of DTC or its nominee,
unless the New Notes are subsequently issued in definitive form in the limited
circumstances described below.  So long as a nominee of DTC is a
registered owner of the New Notes, such nominee will be considered the sole
owner or holder of the New Notes for all purposes under the
Indenture.  Except as provided below, owners of beneficial interests
will not be entitled to have New Notes registered in their names, will not
receive or be entitled to receive physical delivery of New Notes in definitive
form and will not be considered the owners or holders thereof under the
Indenture.  If DTC is at any time unwilling or unable to continue as
depositary and a successor depositary is not appointed by the Company within 90
days, the Company will issue New Notes in definitive form in exchange for the
Global Securities.  In addition, the Company may at any time determine
not to have the New Notes represented by Global Securities and, in such event,
will issue New Notes in definitive form in exchange for the Global
Securities.  In either instance, an owner of a beneficial interest in
the Global Securities will be entitled to have New Notes equal in principal
amount to such beneficial interest registered in its name and will be entitled
to physical delivery of such New Notes in definitive form.  New Notes
so issued in definitive form will be issued in denominations of $1,000 and
integral multiples thereof and will be issued in registered form only, without
coupons.

          


          (f)           Nothing
herein shall limit the Company’s rights to issue additional New Notes in the
future.

           

          
            


            II.           AUTHORIZATION
OF FORM OF SECURITIES

            


            RESOLVED
THAT:

            


            (1)           The
New 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)

            


            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._____________                                                                                                                                                                                 
 $_____________

                                                                                                                                                      
 CUSIP NO. __________

          

        

         

        
          CenturyTel,
Inc.

          ____%
[Senior] [Subordinated] Notes, Series __, Due ____

        

         

        
          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 _____________, or its registered assigns, the principal sum
of _____________ Dollars on _____________ 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 _______, 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 such 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 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.  The principal of and the interest on this Security shall be
payable in any coin or currency of the United States of America that 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.

          


          [The
indebtedness evidenced by this Security is, to the extent provided in the
Indenture, subordinate and subject in right of payment to the prior payment in
full of all Senior Indebtedness, and this Security is issued subject to the
provisions of the Indenture with respect thereto. Each Holder of this Security,
by accepting the same (a) agrees to and shall be bound by such provisions, (b)
authorizes and directs the Trustee on his behalf to take such action as may be
necessary or appropriate to acknowledge or effectuate the subordination so
provided and (c) appoints the Trustee his attorney-in-fact for any and all such
purposes. Each Holder of this Security, by his acceptance of the same, hereby
waives all notice of the acceptance of the subordination provisions contained
herein and in the Indenture by each holder of Senior Indebtedness, whether now
outstanding or hereafter incurred, and waives reliance by each such Holder upon
such provisions.] [Delete if
senior debt securities are to be issued]

          


          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
____________________________

          


          CenturyTel,
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.

            


          

          
            __________________
Bank

            as
Trustee, Authenticating Agent and

            Security
Registrar

            


            


            By
_________________________

            Authorized
Officer

          

           

          
             

            
              
              

            

            
               

            

          

          
            


            (FORM OF
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, a banking
corporation organized and existing under the laws of the State of Alabama
(successor to First American Bank & Trust of Louisiana and Regions Bank of
Louisiana)] [a Subordinated Indenture dated as of ______, 200__ duly executed
and delivered between the Company and ___________ Bank, a banking corporation
organized and existing under the laws of _____________], as Trustee (herein
referred to as the “Trustee”) (such [Subordinated] Indenture being 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 that may vary as to amount, date of maturity, rate of
interest and in other respects as provided in the Indenture.  This
Security (herein called the “Security”) is one of the series designated on the
face hereof (herein called the “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 affected in accordance with
the Indenture (unless revoked as provided in the Indenture) shall be conclusive
and binding upon the registered holder of this Security 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.] [Delete if Global Securities are to
be issued.]

            


            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:

          

           

           

          
            	
                    Year

                  	
                    Redemption
      Price

                  
	 
      	 
      
	 
      	
                    %

                  


          

        

         

         

        
          
            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).

            


            OR

            


            The
Securities of this Series are subject to redemption, as a whole or in part, at
the option of the Company at any time, at a redemption price equal to the
greater of (i) 100% of the principal amount of the Securities to be redeemed and
(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
[       ] basis points, together with accrued
interest (if any) 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 this Security:
(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 _____________, ____________, and
________________, and their respective successors; provided, however, that if
any of the foregoing shall cease to be a primary U.S. Government securities
dealer in New York City (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 (if any) to such
redemption date.

            


            Notice of
any redemption will be mailed at least 30 days but no more than 60 days before
the redemption date to each holder of Securities to be redeemed.

            


            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.  [If Applicable]

            


            [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.]  [Delete
if Global Securities are to be issued.]

            


            [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.]  [Delete if Global Securities are to
be issued.]

            


            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 ___________ Bank located at [address], 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 New 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 New Notes may be
given or made and (ii) the New Notes may be surrendered for transfer or exchange
and transferred or exchanged in accordance with the terms of the
Indenture;

              


              (3)           The
office of ___________Bank in [city, state], is hereby designated and created as
Security Registrar of the Company at which (i) the Company shall register the
New Notes, (ii) the New 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 New Notes shall be kept;
and

              


              (4)           The
New 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 New Notes of each such series set forth in these resolutions is hereby
approved and adopted.

            

             

            
              III.           AUTHORIZATION
OF ISSUANCE AND SALE OF NEW NOTES

            

             

            
              RESOLVED
THAT:

            

             

            
              (1)           The
President or any Vice President is hereby authorized to execute and deliver on
behalf of the Company an Underwriting Agreement in substantially the form of the
Underwriting Agreement presented to the members of this Committee, reflecting
the terms of the sale of the New Notes to the Underwriters named in such
agreement, along with the accompanying Price Determination Agreement that
confirms that the sale price of the New Notes (after deducting an underwriting
discount of ____%) shall be ____% of the principal amount thereof;

              


              (2)           The
President or any Vice President and the Secretary or any Assistant Secretary are
hereby authorized and directed to deliver to the Trustee a certified record of
these resolutions setting forth the terms of the New Notes as required by
Section [2.01] of the Indenture;

              


              (3)           The
President or any Vice President is hereby authorized to execute certificates in
such forms as they deem necessary representing $___,000,000 aggregate principal
amount of New 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 New Notes cease to be such an
officer prior to their issuance, the New 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 ________________, President, and the facsimile signature
of ________________, Secretary, are hereby expressly approved and
adopted;

              


              (4)           The
officers of the Company are hereby authorized to cause the New 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 New 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 and directed to apply to the Trustee for the
authentication and delivery of New Notes;

              


              (5)           The
President or any Vice President and the Treasurer or any Assistant Treasurer of
the Company are hereby authorized and empowered to apply, in the name and on
behalf of the Company, the net proceeds received by the Company in connection
with the offering of the New Notes in the manner described in the offering
materials prepared and filed, or to be prepared and filed, in connection with
the offering of the New Notes, including the Final Prospectus (as defined in the
above-referenced Underwriting Agreement);

              


              (6)           The
officers are hereby authorized to issue and sell the aggregate principal amounts
of the New 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 New Notes;

              


              (7)           The
officers of the Company are hereby authorized to disseminate and file with the
Securities and Exchange Commission any prospectus supplements (to the prospectus
dated _______________, forming a part of Registration Statement No. 333-_____),
or any amendments or supplements thereto, 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, depositary
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.

              


              ******