Attached files
file | filename |
---|---|
8-K - FORM 8-K - Lumen Technologies, Inc. | h82993e8vk.htm |
EX-1.1 - EX-1.1 - Lumen Technologies, Inc. | h82993exv1w1.htm |
EX-5.1 - EX-5.1 - Lumen Technologies, Inc. | h82993exv5w1.htm |
EX-4.2 - EX-4.2 - Lumen Technologies, Inc. | h82993exv4w2.htm |
Exhibit 1.2
CENTURYLINK, INC.
PRICE DETERMINATION AGREEMENT
June 9, 2011
Barclays Capital Inc.
745 Seventh Avenue
New York, New York 10019
745 Seventh Avenue
New York, New York 10019
J.P. Morgan Securities LLC
270 Park Avenue
New York, New York 10017
270 Park Avenue
New York, New York 10017
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
One Bryant Park
New York, New York 10036
One Bryant Park
New York, New York 10036
Wells Fargo Securities, LLC
301 South College Street, 6th Floor
Charlotte, North Carolina 28288
301 South College Street, 6th Floor
Charlotte, North Carolina 28288
Ladies and Gentlemen:
Reference is made to the Underwriting Agreement, dated June 9, 2011 (the Underwriting
Agreement), between CenturyLink, Inc., a Louisiana corporation (the Company), and
the several Underwriters named in Schedule I thereto (the Underwriters). The
Underwriting Agreement provides for the sale to the Underwriters, and the purchase by the
Underwriters, severally and not jointly, from the Company, subject to the terms and conditions set
forth therein, of $400,000,000 aggregate principal amount of the Companys 7.60% Senior Notes,
Series P, due 2039 (the Series P Notes), $350,000,000 aggregate principal amount of the
Companys 5.15% Senior Notes, Series R, due 2017 (the Series R Notes) and $1,250,000,000
aggregate principal amount of the Companys 6.45% Senior Notes, Series S, due 2021 (the Series
S Notes and, together with the Series P Notes and the Series R Notes, the
Securities) to be issued pursuant to an Indenture dated as of March 31, 1994 between the
Company and Regions Bank (successor-in-interest to First American Bank & Trust of Louisiana and
Regions Bank of Louisiana), as trustee, as supplemented to the date hereof, including, with respect
to the Series P Notes, by the Fifth Supplemental Indenture dated as of September 21, 2009, and as
will be further supplemented, with respect to the Series R Notes and the Series S Notes, by the
Sixth Supplemental Indenture to be dated as of June 16, 2011. This Agreement is the Price
Determination Agreement referred to in the Underwriting Agreement.
For all purposes of the Underwriting Agreement, Time of Sale means 5:25 p.m. (New
York City time) on the date of this Price Determination Agreement.
Pursuant to Section 1(b) of the Underwriting Agreement, the undersigned agree with the several
Underwriters that (i) the purchase price for the Series P Notes to be paid by the several
Underwriters shall be 94.352% of the aggregate principal amount of the Series P Notes set forth
opposite the names of the Underwriters in Schedule I attached thereto plus accrued interest with
respect to such Series P Notes, from and including March 15, 2011 to and excluding the Closing Date
(as defined in the Underwriting Agreement), (ii) the purchase price for the Series R Notes to be
paid by the several Underwriters shall be 99.000% of the aggregate principal amount of the Series R
Notes set forth opposite the names of the Underwriters in Schedule I attached thereto and (iii) the
purchase price for the Series S Notes to be paid by the several Underwriters shall be 98.859% of
the aggregate principal amount of the Series S Notes set forth opposite the names of the
Underwriters in Schedule I attached thereto.
The Company represents and warrants to the several Underwriters that the representations and
warranties of the Company set forth in Section 3 of the Underwriting Agreement are accurate as
though expressly made at and as of the date hereof.
THE RIGHTS AND DUTIES OF THE PARTIES TO THIS PRICE DETERMINATION AGREEMENT SHALL, PURSUANT TO
NEW YORK GENERAL OBLIGATIONS LAW SECTION 5-1401, BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK
WITHOUT REGARD TO ANY CHOICE OF LAW PRINCIPLES THAT MIGHT CALL FOR THE APPLICATION OF THE LAW OF
ANY OTHER JURISDICTION.
This Price Determination Agreement may be signed in two or more counterparts with the same
effect as if the signatures thereto and hereto were upon the same instrument.
If the foregoing is in accordance with your understanding of the agreement among the
several Underwriters and the Company, please sign and return to the Company a counterpart hereof,
whereupon this instrument along with all counterparts and together with the Underwriting Agreement
shall be a binding agreement among the several Underwriters and the Company in accordance with its
terms and the terms of the Underwriting Agreement.
Very truly yours, CENTURYLINK, INC. |
||||
By: | /s/ G. Clay Bailey | |||
Name: | G. Clay Bailey | |||
Title: | Senior Vice President and Treasurer | |||
Confirmed as of the date first above mentioned:
Barclays Capital Inc.
J.P. Morgan Securities LLC
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
Wells Fargo Securities, LLC
J.P. Morgan Securities LLC
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
Wells Fargo Securities, LLC
By:
|
Barclays Capital Inc. | |||
By:
|
/s/ Pamela Kendall
|
|||
Title: Director | ||||
By:
|
J.P. Morgan Securities LLC | |||
By:
|
/s/ Stephen L. Sheiner | |||
Name: Stephen L. Sheiner | ||||
Title: Executive Director | ||||
By:
|
Merrill Lynch, Pierce, Fenner & Smith Incorporated | |||
By:
|
/s/ Keith Harman | |||
Name: Keith Harman | ||||
Title: Managing Director | ||||
By:
|
Wells Fargo Securities, LLC | |||
By:
|
/s/ Carolyn Hurley | |||
Name: Carolyn Hurley | ||||
Title: Director |