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EXHIBIT (5)(a)
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ONEOK, INC.
___% SENIOR INSURED QUARTERLY NOTES
Due September 30, 2028
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FIRST SUPPLEMENTAL INDENTURE
Dated as of _____, 1998
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Chase Bank of Texas, National Association
TRUSTEE
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TABLE OF CONTENTS(1)
PAGE
ARTICLE 1
SECTION 101. Establishment....................................................................................1
SECTION 102. Definitions......................................................................................2
SECTION 103. Payment of Principal and Interest................................................................2
SECTION 104. Denominations....................................................................................3
SECTION 105. Global Securities................................................................................3
SECTION 106. Transfer.........................................................................................4
SECTION 107. Redemption at the Company's Option...............................................................4
SECTION 108. Redemption at the Holder's Option................................................................4
ARTICLE 2
SECTION 201. Insurer as Third Party Beneficiary...............................................................7
SECTION 202. Notices and Information..........................................................................7
SECTION 203. Concerning the Special Insurance Provisions......................................................7
SECTION 204. Amendments or Supplements........................................................................8
SECTION 205. Defeasance.......................................................................................8
SECTION 206. Insurer's Rights to Notice; Subrogation..........................................................8
SECTION 207. Insurer's Rights Concerning the Trustee.........................................................10
SECTION 208. Insurer's Right to Accelerate, etc. ............................................................10
ARTICLE 3
SECTION 301. Recitals by Company.............................................................................10
SECTION 302. Ratification and Incorporation of Original Indenture............................................11
SECTION 303. Executed in Counterparts........................................................................11
SECTION 303. Parties Interested Herein.......................................................................11
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(1) This Table of Contents does not constitute part of the Indenture or have
any bearing upon the interpretation of any of its terms and provisions.
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THIS FIRST SUPPLEMENTAL INDENTURE is made as of the ___ day of
___, 1998, by and between ONEOK, Inc., an Oklahoma corporation (the "Company"),
and CHASE BANK OF TEXAS, NATIONAL ASSOCIATION, a national banking association
(the "Trustee").
W I T N E S S E T H:
WHEREAS, the Company has heretofore entered into an Indenture,
dated as of ___ (the "Original Indenture"), with the Trustee;
WHEREAS, the Original Indenture is incorporated herein by this
reference and the Original Indenture, as supplemented by this first Supplemental
Indenture, is herein called the "Indenture";
WHEREAS, under the Original Indenture, a new series of
Securities may at any time be established pursuant to a supplemental indenture
executed by the Company and the Trustee;
WHEREAS, the Company proposes to create under the Indenture a
new series of Securities; and
WHEREAS, all conditions necessary to authorize the execution
and delivery of this First Supplemental Indenture and to make it a valid and
binding obligation of the Company have been done or performed.
NOW, THEREFORE, in consideration of the agreements and
obligations set forth herein and for other good and valuable consideration, the
sufficiency of which is hereby acknowledged, the parties hereto hereby agree as
follows:
ARTICLE 1
___% SENIOR INSURED QUARTERLY NOTES
SECTION 101. Establishment. There is hereby established a new
series of Securities to be issued under the Indenture, to be designated as the
Company's ___% Senior Insured Quarterly Notes due September 30, 2028 (the
"Senior Insured Quarterly Notes").
There are to be authenticated and delivered $50,000,000
principal amount of Senior Insured Quarterly Notes to be issued at 100% of
principal amount, and no further Senior Insured Quarterly Notes shall be
authenticated and delivered except as provided by Section 307 of the Original
Indenture. The Senior Insured Quarterly Notes shall be issued in definitive
fully registered form.
The Senior Insured Quarterly Notes shall be issued in the form
of one Global Security in substantially the form set out in Exhibit A hereto.
The Depositary with respect to the Senior Insured Quarterly Notes shall be The
Depository Trust Company.
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The Company will not pay Additional Amounts, as defined in
Section 1008 of the Original Indenture.
The form of the Trustee's Certificate of Authentication for
the Senior Insured Quarterly Notes shall be in substantially the form set forth
in Exhibit B hereto.
The Senior Insured Quarterly Notes shall be dated the date of
authentication thereof and shall bear interest from the Original Issue Date.
SECTION 102. Definitions. The following defined terms used
herein shall, unless the context otherwise requires, have the meanings specified
below. Capitalized terms used herein for which no definition is provided herein
shall have the meanings set forth in the Original Indenture.
"Insurance Trustee" means United States Trust Company of New
York, or any successor thereto, as the Insurance Trustee under the Policy.
"Insurer" means Ambac Assurance Corporation, a
Wisconsin-domiciled stock insurance company.
"Interest Payment Dates" means February 28, May 31, August 31
and November 30 of each year and September 30, 2028.
"Original Issue Date" means ___, 1998.
"Policy" shall mean the financial guaranty insurance policy
issued by the Insurer insuring the payment when due of the principal of and
interest on the Senior Insured Quarterly Notes as provided therein.
"Regular Record Date" means, with respect to each Interest
Payment Date, the close of business on the 15th calendar day preceding such
Interest Payment Date (whether or not a Business Day).
"Stated Maturity" means September 30, 2028.
SECTION 103. Payment of Principal and Interest. The principal
of the Senior Insured Quarterly Notes shall be due at Stated Maturity (unless
earlier redeemed). The unpaid principal amount of the Senior Insured Quarterly
Notes shall bear interest at the rate of __% per annum until paid or duly
provided for. Interest shall be paid quarterly in arrears on each Interest
Payment Date to the Person in whose name the Senior Insured Quarterly Notes are
registered on the Regular Record Date for such Interest Payment Date. Any such
interest that is not so punctually paid or duly provided for will forthwith
cease to be payable to the Holders on such Regular Record Date and may either be
paid to the Person or Persons in whose name the Senior Insured Quarterly Notes
are registered at the close of business on a Special Record Date for the payment
of such defaulted interest to be fixed by the Trustee, notice whereof shall be
given to Holders of the Senior Insured Quarterly Notes not less than ten days
prior to such Special Record Date.
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Payments of interest on the Senior Insured Quarterly Notes
will include interest accrued to but excluding the respective Interest Payment
Dates. Interest payments for the Senior Insured Quarterly Notes shall be
computed and paid on the basis of a 360-day year of twelve 30-day months.
Payment of the principal and interest due at the Stated
Maturity or earlier redemption of the Senior Insured Quarterly Notes shall be
made upon surrender of the Senior Insured Quarterly Notes at the Corporate Trust
Office of the Trustee. The principal of and interest on the Senior Insured
Quarterly Notes shall be paid in such currency of the United States of America
as at the time of payment is legal tender for payment of public and private
debts. Payments of interest will be made at the option of the Company, (i) by
check mailed to the address of the Person entitled thereto as such address shall
appear in the Security Register or (ii) by wire transfer to an account located
in the United States maintained by the payee.
SECTION 104. Denominations. The Senior Insured Quarterly Notes
may be issued in denominations of $1,000, or any integral multiple thereof.
SECTION 105. Global Securities. The Senior Insured Quarterly
Notes will be issued in the form of one or more Global Securities registered in
the name of the Depositary or its nominee. Except under the limited
circumstances described below, Senior Insured Quarterly Notes represented by the
Global Security will not be exchangeable for, and will not otherwise be issuable
as, Senior Insured Quarterly Notes in definitive form. The Global Securities
described above may not be transferred except by the Depositary to a nominee of
the Depositary or by a nominee of the Depositary to the Depositary or another
nominee of the Depositary or to a successor Depositary or its nominee.
Owners of beneficial interests in such a Global Security will
not be considered the Holders thereof for any purpose under the Indenture, and
no Global Security representing Senior Insured Quarterly Notes shall be
exchangeable, except for another Global Security of like denomination and tenor
to be registered in the name of the Depositary or its nominee or to a successor
Depositary or its nominee. The rights of Holders of such Global Security shall
be exercised only through the Depositary.
A Global Security shall be exchangeable for Senior Insured
Quarterly Notes registered in the names of persons other than the Depositary or
its nominee only if (i) the Depositary notifies the Company that it is unwilling
or unable to continue as a Depositary for such Global Security and no successor
Depositary shall have been appointed by the Company, or if at any time the
Depositary ceases to be a clearing agency registered under the Securities
Exchange Act of 1934, as amended, at a time when the Depositary is required to
be so registered to act as such Depositary and no successor Depositary shall
have been appointed by the Company, in each case within 90 days after the
Company receives such notice or becomes aware of such cessation, (ii) the
Company in its sole discretion determines that such Global Security shall be so
exchangeable, or (iii) there shall have occurred an Event of Default with
respect to the Senior Insured Quarterly Notes.
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SECTION 106. Transfer. No service charge will be made for any
transfer or exchange of Senior Insured Quarterly Notes, but payment will be
required of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection therewith.
SECTION 107. Redemption at the Company's Option. The Senior
Insured Quarterly Notes shall be subject to redemption at the option of the
Company, in whole or in part, without premium or penalty, at any time or from
time to time on or after October 1, 2003, at a Redemption Price equal to 100% of
the principal amount to be redeemed plus accrued but unpaid interest to the
Redemption Date.
In the event of redemption of the Senior Insured Quarterly
Notes in part only, new Senior Insured Quarterly Notes for the unredeemed
portion will be issued in the name or names of the Holders thereof upon the
surrender thereof.
SECTION 108. Other Terms. The Senior Insured Quarterly Notes
will not have a sinking fund.
Notice of redemption shall be given as provided in Section
1104 of the Original Indenture.
Any redemption of less than all of the Senior Insured
Quarterly Notes shall, with respect to the principal thereof, be divisible by
$1,000.
SECTION 108. Redemption at the Holder's Option. For purposes
of this Section 108, a "Beneficial Owner" means the Person who has the right to
sell, transfer or otherwise dispose of an interest in Senior Insured Quarterly
Notes and the right to receive the proceeds therefrom, as well as the interest
and principal payable to the Holder thereof. In general, a determination of
beneficial ownership in the Senior Insured Quarterly Notes will be subject to
the rules, regulations and procedures governing the Depositary and institutions
that have accounts with the Depositary or a nominee thereof ("Participants").
Unless the Senior Insured Quarterly Notes have been declared
due and payable prior to their maturity by reason of an Event of Default, the
Representative (as hereinafter defined) of a deceased Beneficial Owner has the
right to request redemption prior to Stated Maturity of all or part of his
interest, expressed in integral multiples of $1,000 principal amount, in the
Senior Insured Quarterly Notes, and the Company will redeem the same subject to
the limitations that the Company will not be obligated to redeem, during the
period from the Original Issue Date through and including September 30, 1999
(the "Initial Period"), and during any twelve-month period which ends on and
includes each September 30 thereafter (each such twelve-month period being
hereinafter referred to as a "Subsequent Period"), (i) on behalf of a deceased
Beneficial Owner any interest in the Senior Insured Quarterly Notes which
exceeds an aggregate principal amount of $30,000 or (ii) interests in the Senior
Insured Quarterly Notes in an aggregate principal amount exceeding $1,500,000. A
request for redemption may be initiated by the Representative of a deceased
Beneficial Owner at any time and in any principal amount in integral multiples
of $1,000. If the Company, although not obligated to do so, chooses to redeem
interests of any deceased Beneficial Owner in the Senior Insured Quarterly Notes
in the Initial
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Period or any Subsequent Period in excess of the $30,000 limitation, such
redemption, to the extent that it exceeds the $30,000 limitation for any
deceased Beneficial Owner, shall not be included in the computation of the
$1,500,000 limitation for such Initial Period or such Subsequent Period, as the
case may be, or for any succeeding Subsequent Period.
Subject to the $30,000 and $1,500,000 limitations, the Company
will, after the death of any Beneficial Owner, redeem the interest of such
Beneficial Owner in the Senior Insured Quarterly Notes within 60 days following
receipt by the Trustee of a Redemption Request (as herein defined). If
Redemption Requests exceed the aggregate principal amount of interests in Senior
Insured Quarterly Notes required to be redeemed during the Initial Period or
during any Subsequent Period, then such excess Redemption Requests will be
applied in the order received by the Trustee to successive Subsequent Periods,
regardless of the number of Subsequent Periods required to redeem such
interests. All Redemption Requests will be redeemed in the order in which the
trustee receives the Redemption Request.
A request for redemption of an interest in the Senior Insured
Quarterly Notes may be initiated by the personal representative or other Person
authorized to represent the estate of the deceased Beneficial Owner or from a
surviving joint tenant(s) or tenant(s) by the entirety (each, a
"Representative"). The Representative shall deliver a request to the Participant
through whom the deceased Beneficial Owner owned such interest, in form
satisfactory to the Participant, together with evidence of the death of the
Beneficial Owner, evidence of the authority of the Representative satisfactory
to the Participant, such waivers, notices or certificates as may be required
under applicable state or federal law and such other evidence of the right to
such redemption as the Participant shall require. The request shall specify the
principal amount of the interest in the Senior Insured Quarterly Notes to be
redeemed. The Participant shall thereupon deliver to the Depositary a request
for redemption substantially in the form attached as Exhibit C hereto (a
"Redemption Request"), accompanied by the documents submitted to the Participant
as above provided, and the Depositary will forward the same to the Trustee.
Documents accompanying Redemption Requests shall be in form satisfactory to the
Company. The Trustee may conclusively assume, without independent investigation,
that the statements contained in each Redemption Request are true and correct
and shall have no responsibility for reviewing any documents accompanying a
Redemption Request or for determining whether the applicable decedent is in fact
the Beneficial Owner of the interest in the Senior Insured Quarterly Notes to be
redeemed or is in fact deceased and whether the Representative is duly
authorized to request redemption on behalf of the applicable Beneficial Owner.
The price to be paid by the Company for interests in the
Senior Insured Quarterly Notes to be redeemed pursuant to a Redemption Request
is 100% of the principal amount thereof plus accrued but unpaid interest to the
date of payment. Subject to arrangements with the Depositary, payment for
interests in the Senior Insured Quarterly Notes which are to be redeemed shall
be made to the Depositary upon presentation of Senior Insured Quarterly Notes to
the Trustee for redemption in the aggregate principal amount specified in the
Redemption Requests submitted to the Trustee by the Depositary which are to be
fulfilled in connection with such payment. The principal amount of any Senior
Insured Quarterly Notes acquired or redeemed by the Company other than by
redemption at the option of any Representative of a deceased
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Beneficial Owner pursuant to this Section 108 shall not be included in the
computation of either the $30,000 or the $1,500,000 limitation for the Initial
Period or for any Subsequent Period.
For purposes of this Section 108, an interest in Senior
Insured Quarterly Notes held in tenancy by the entirety, joint tenancy or by
tenants in common will be deemed to be held by a single Beneficial Owner and the
death of a tenant by the entirety, joint tenant or tenant in common will be
deemed the death of a Beneficial Owner. The death of a Person who, during his
lifetime, was entitled to substantially all of the rights of a Beneficial Owner
of an interest in the Senior Insured Quarterly Notes will be deemed the death of
the Beneficial Owner, regardless of the recordation of such interest on the
records of the Participant, if such rights can be established to the
satisfaction of the Participant and the Company. Such interests shall be deemed
to exist in typical cases of nominee ownership, ownership under the Uniform
Gifts to Minors Act or the Uniform Transfers to Minors Act, community property
or other similar joint ownership arrangements, including individual retirement
accounts or Xxxxx [H.R. 10] plans maintained solely by or for the decedent or by
or for the decedent and any spouse, and trust and certain other arrangements
where one Person has substantially all of the rights of a Beneficial Owner
during such Person's lifetime.
In the case of any Redemption Request which is presented
pursuant to this Section 108 and which has not been fulfilled at the time the
Company gives notice of its election to redeem Senior Insured Quarterly Notes
pursuant to Section 107 hereof, such interest or portion thereof shall not be
subject to redemption pursuant to such Section 107, but shall remain subject to
redemption pursuant to this Section 108.
Subject to the provisions of the immediately preceding
sentence, any Redemption Request may be withdrawn by the Person(s) presenting
the same upon delivery of a written request for such withdrawal given by the
Depositary to the Trustee prior to payment of such Redemption Request.
During such time or times as, in accordance with Section 105
hereof, the Senior Insured Quarterly Notes are not represented by a Global
Security and are issued in definitive form, all references in this Section 108
to Participants and the Depositary, including the Depositary's governing rules,
regulations and procedures shall be deemed deleted, all determinations which
under this Section 108 the Participants are required to make shall be made by
the Company (including, without limitation, determining whether the applicable
decedent is in fact the Beneficial Owner of the interest in the Senior Insured
Quarterly Notes to be redeemed or is in fact deceased and whether the
Representative is duly authorized to request redemption on behalf of the
applicable Beneficial Owner), all redemption requests, to be effective, shall be
delivered by the Representative to the Trustee, with a copy to the Company, and
shall be in the form of a Redemption Request (with appropriate changes to
reflect the fact that such Redemption Request is being executed by a
Representative) and, in addition to all documents that are otherwise required to
accompany a Redemption Request, shall be accompanied by the Senior Insured
Quarterly Notes that are the subject of such request.
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ARTICLE 2
SPECIAL INSURANCE PROVISIONS
SECTION 201. Insurer as Third Party Beneficiary. To the extent
that the Indenture confers upon or gives or grants to the Insurer any right,
remedy or claim, the Insurer is hereby explicitly recognized as being a
third-party beneficiary hereunder and may enforce any such right remedy or claim
conferred, given or granted hereunder.
SECTION 202. Notices and Information. (a) The Company shall
furnish to the Insurer:
(1) Any notice that is required to be given to a
Holder of the Senior Insured Quarterly Notes or to the Trustee
pursuant to the Indenture.
(2) As soon as practicable after the filing thereof,
a copy of any financial statement of the Company and a copy of
any audit and annual report of the Company; a copy of any
notice to be given to the registered owners of the Senior
Insured Quarterly Notes including, without limitation, notice
of any redemption of or defeasance of the Senior Insured
Quarterly Notes; and such additional information it may
reasonably request.
(b) The Trustee shall notify the Insurer of any failure of the
Company to provide relevant notices or certificates.
(c) The Company will permit the Insurer to have access to and
to make copies of all books and records relating to the Senior Insured Quarterly
Notes at any reasonable time.
(d) The Insurer shall have the right to direct an accounting
at the Company's expense, and the Company's failure to comply with such
direction within thirty days after receipt of written notice of the direction
from the Insurer shall be deemed a default hereunder; provided, however, that if
compliance cannot occur within such period, then such period will be extended so
long as compliance is begun within such period and diligently pursued, but only
if such extension would not materially adversely affect the interests of any
registered owner of the Senior Insured Quarterly Notes.
(e) Notwithstanding any other provision of the Indenture, the
Trustee and the Company shall immediately notify the Insurer if at any time
there are insufficient moneys to make any payments of principal and/or interest
as required and immediately upon the occurrence of any Event of Default
hereunder.
All notices and information required to be given to the
Insurer shall be in writing and shall be sent by registered or certified mail
addressed to Ambac Assurance Corporation, Xxx Xxxxx Xxxxxx Xxxxx, Xxx Xxxx, XX
00000.
SECTION 203. Concerning the Special Insurance Provisions. The
provisions of this Article 2 shall apply notwithstanding anything in the
Indenture to the contrary, but only so long as the Policy shall be in full force
and effect and the Insurer is not in default thereunder.
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SECTION 204. Amendments or Supplements. (a) Any provision of
the Indenture expressly recognizing or granting rights in or to the Insurer may
not be amended in any manner which affects the rights of the Insurer hereunder
without the prior written consent of the Insurer.
(b) The Insurer's consent shall be required in addition to the
consent of Holders of the Senior Insured Quarterly Notes, when required, for the
following purposes: (i) execution and delivery of any supplemental indenture or
any amendment, supplement or change to or modification of the Indenture (ii)
removal of the Trustee or Paying Agent and selection and appointment of any
successor trustee or paying agent; and (iii) initiation or approval of any
action not described in (i) or (ii) above which requires the consent of Holders
of the Senior Insured Quarterly Notes.
SECTION 205. Defeasance. Notwithstanding anything herein to
the contrary, in the event that the principal and/or interest due on the Senior
Insured Quarterly Notes shall be paid by the Insurer pursuant to the Policy, the
Senior Insured Quarterly Notes shall remain Outstanding for all purposes, not be
defeased or otherwise satisfied and not be considered paid by the Company, and
the assignment and pledge of moneys held in trust by the Trustee and all
covenants, agreements and other obligations of the Company to the registered
owners shall continue to exist and shall run to the benefit of the Insurer, and
the Insurer shall be subrogated to the rights of such registered owners.
SECTION 206. Insurer's Rights to Notice; Subrogation. As long
as the Policy shall be in full force and effect, the Company, the Trustee and
any Paying Agent agree to comply with the following provisions:
(a) At least one day prior to all Interest Payment Dates the
Trustee or Paying Agent will determine whether there will be sufficient funds to
pay the principal of or interest on the Senior Insured Quarterly Notes on such
Interest Payment Date. If the Trustee or Paying Agent determines that there will
be insufficient funds, the Trustee or Paying Agent shall so notify the Insurer.
Such notice shall specify the amount of the anticipated deficiency, the Senior
Insured Quarterly Notes to which such deficiency is applicable and whether such
Senior Insured Quarterly Notes will be deficient as to principal or interest, or
both. If the Trustee or Paying Agent has not so notified the Insurer at least
one day prior to an Interest Payment Date, the Insurer will make payments of
principal or interest due on the Senior Insured Quarterly Notes on or before the
first day next following the date on which the Insurer shall have received
notice of nonpayment from the Trustee or Paying Agent.
(b) The Trustee or Paying Agent shall, after giving notice to
the Insurer as provided in (a) above, make available to the Insurer and, at the
Insurer's direction, to the Insurance Trustee, the registration books of the
Company maintained by the Trustee or Paying Agent and all records relating to
the Senior Insured Quarterly Notes maintained under the Indenture.
(c) The Trustee or Paying Agent shall provide the Insurer and
the Insurance Trustee with a list of registered owners of Senior Insured
Quarterly Notes entitled to receive principal or interest payments from the
Insurer under the terms of the Policy, and shall make
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arrangements with the Insurance Trustee (i) to mail checks to the registered
owners of Senior Insured Quarterly Notes entitled to receive all or partial
interest payments from the Insurer and (ii) to pay principal upon Senior Insured
Quarterly Notes surrendered to the Insurance Trustee by the registered owners of
Senior Insured Quarterly Notes entitled to receive full or partial principal
payments from the Insurer.
(d) The Trustee or Paying Agent shall, at the time it
provides notice to the Insurer pursuant to (a) above, notify registered owners
of Senior Insured Quarterly Notes entitled to receive the payment of principal
or interest thereon from the Insurer (i) as to the fact of such entitlement,
(ii) that the Insurer will remit to them all or a part of the interest payments
next coming due upon proof of any Holder's entitlement to interest payments and
delivery to the Insurance Trustee, in form satisfactory to the Insurance
Trustee, of an appropriate assignment of the registered owner's right to
payment, (iii) that should they be entitled to receive full payment of principal
from the Insurer, they must surrender their Senior Insured Quarterly Notes
(along with an appropriate instrument of assignment in form satisfactory to the
Insurance Trustee to permit ownership of such Senior Insured Quarterly Notes to
be registered in the name of the Insurer) for payment to the Insurance Trustee,
and not the Trustee or Paying Agent and (iv) that should they be entitled to
receive partial payment of principal from the Insurer, they must surrender their
Senior Insured Quarterly Notes for payment thereon first to the Trustee or
Paying Agent who shall note on such Senior Insured Quarterly Notes the portion
of the principal paid by the Trustee or Paying Agent and then, along with an
appropriate instrument of assignment in form satisfactory to the Insurance
Trustee, to the Insurance Trustee, which will then pay the unpaid portion of
principal.
(e) In the event that the Trustee or Paying Agent has notice
that any payment of principal of or interest on Senior Insured Quarterly Notes
which has become Due for Payment (as defined in the Policy) and which is made to
a Holder of Senior Insured Quarterly Notes by or on behalf of the Company has
been deemed a preferential transfer and theretofore recovered from its
registered owner pursuant to the United States Bankruptcy Code by a trustee in
bankruptcy in accordance with the final, nonappealable order of a court having
competent jurisdiction, the Trustee or Paying Agent shall, at the time the
Insurer is notified pursuant to (a) above, notify all registered owners that in
the event that any registered owner's payment is so recovered, such registered
owner will be entitled to payment from the Insurer to the extent of such
recovery if sufficient funds are not otherwise available, and the Trustee or
Paying Agent shall furnish to the Insurer its records evidencing the payments of
principal of and interest on the Senior Insured Quarterly Notes which have been
made by the Trustee or Paying Agent and subsequently recovered from registered
owners and the dates on which such payments were made.
(f) In addition to those rights granted the Insurer under the
Indenture, the Insurer shall, to the extent it makes payment of principal of or
interest on the Senior Insured Quarterly Notes, become subrogated to the rights
of the recipients of such payments in accordance with the terms of the Policy,
and to evidence such subrogation (i) in the case of subrogation as to claims for
past due interest, the Trustee or Paying Agent shall note the Insurer's rights
as subrogee on the registration books of the Company maintained by the Trustee
or Paying Agent upon receipt from the Insurer of proof of the payment of
interest thereon to the registered owners of the Senior Insured Quarterly Notes,
and (ii) in the case of subrogation as to claims for past due principal, the
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Trustee or Paying Agent shall note the Insurer's rights as subrogee on the
registration books of the Company maintained by the Trustee or Paying Agent upon
surrender of the Senior Insured Quarterly Notes by the registered owners thereof
together with proof of the payment of principal thereof.
SECTION 207. Insurer's Rights Concerning the Trustee.
(a) The Trustee or Paying Agent may be removed at any time, at
the request of the Insurer, for any breach of its duties as set forth in the
Indenture.
(b) The Insurer shall receive prior written notice of any
Trustee or Paying Agent resignation.
(c) Every successor Trustee appointed pursuant to this Section
shall be a trust company or bank in good standing located in or incorporated
under the laws of the United States or any State thereof, duly authorized to
exercise trust powers and subject to examination by federal or state authority,
having a reported capital and surplus of not less than $75,000,000 and
acceptable to the Insurer. Any successor Paying Agent shall not be appointed
unless the Insurer approves such successor in writing.
(d) Notwithstanding any other provision of the Indenture, in
determining whether the rights of the Holders of Senior Insured Quarterly Notes
will be adversely affected by any action taken pursuant to the terms and
provisions of the Indenture, the Trustee or Paying Agent shall consider the
effect on the Holders of Senior Insured Quarterly Notes as if there were no
Policy.
(e) Notwithstanding any other provision of the Indenture, no
removal, resignation or termination of the Trustee or Paying Agent shall take
effect until a successor, acceptable to the Insurer, shall be appointed.
SECTION 208. Insurer's Right to Accelerate, etc. Anything in
the Indenture to the contrary notwithstanding, upon the occurrence and
continuance of an Event of Default, the Insurer shall be entitled to control and
direct the enforcement of all rights and remedies granted to the Holders of
Senior Insured Quarterly Notes or the Trustee for the benefit of the Holders of
Senior Insured Quarterly Notes under the Indenture, including, without
limitation: i) the right to accelerate the principal of the Senior Insured
Quarterly Notes as described in the Indenture, and (ii) the right to annul any
declaration of acceleration, and the Insurer shall also be entitled to approve
all waivers of Events of Default.
ARTICLE 3
MISCELLANEOUS PROVISIONS
SECTION 301. Recitals by Company. The recitals in this First
Supplemental Indenture are made by the Company only and not by the Trustee, and
all of the provisions contained in the Original Indenture in respect of the
rights, privileges, immunities, powers and
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duties of the Trustee shall be applicable in respect of Senior Insured Quarterly
Notes and of this First Supplemental Indenture as fully and with like effect as
if set forth herein in full.
SECTION 302. Ratification and Incorporation of Original
Indenture. The Original Indenture is in all respects ratified and confirmed, and
the Original Indenture and this First Supplemental Indenture shall be read,
taken and construed as one and the same instrument.
SECTION 303. Executed in Counterparts. This First Supplemental
Indenture may be simultaneously executed in several counterparts, each of which
shall be deemed to be an original, and such counterparts shall together
constitute one and the same instrument.
SECTION 304. Parties Interested Herein. Nothing in the
Indenture expressed or implied is intended or shall be construed to confer upon,
or to give or grant to, any person or entity, other than the Company, the
Trustee, the Insurer, the Paying Agent and the registered owners of the Senior
Insured Quarterly Notes, any right, remedy or claim under or by reason of the
Indenture or any covenant, condition or stipulation hereof, and all covenants,
stipulations, promises and agreements in the Indenture contained by and on
behalf of the Company shall be for the sole and exclusive benefit of the
Company, the Trustee, the Insurer, the Paying Agent and the registered owners of
the Senior Insured Quarterly Notes.
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14
IN WITNESS WHEREOF, each party hereto has caused this First
Supplemental Indenture to be signed in its name and behalf by its duly
authorized officers or signatories, all as of the day and year first above
written.
ATTEST: ONEOK, Inc.
By: By:
----------------------------- ----------------------------------
ATTEST: CHASE BANK OF TEXAS, NATIONAL
ASSOCIATION, as Trustee
By: By:
----------------------------- ----------------------------------
Authorized Signatory Authorized Signatory
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15
EXHIBIT A
FORM OF SERIES A SENIOR NOTE
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EXHIBIT B
CERTIFICATE OF AUTHENTICATION
This is one of the Senior Insured Quarterly Notes referred to
in the within-mentioned Indenture.
CHASE BANK OF TEXAS, NATIONAL
ASSOCIATION, as Trustee
By:
----------------------------------
Authorized Officer
17
EXHIBIT C
FORM OF REQUEST FOR REDEMPTION
ONEOK, Inc.
__% Senior Insured Quarterly Notes
due September 30, 2028
CUSIP No.
The undersigned Participant does hereby certify, pursuant to
Section 108 of the First Supplemental Indenture dated as of ___, 1998 to the
Indenture dated as of ___ 1998 between ONEOK, Inc. (the "Company") and Chase
Bank of Texas, National Association, as trustee (the "Trustee"), to the Company
and the Trustee that:
1. [Name of deceased Beneficial Owner] is deceased.
2. [Name of deceased Beneficial Owner] had a $________
interest in the Company's ___% Senior Insured Quarterly Notes due September 30,
2028 (the "Senior Insured Quarterly Notes").
3. [Name of Representative] is [Beneficial Owner's personal
representative/other person authorized to represent the estate of the Beneficial
Owner/surviving joint tenant/surviving tenant by the entirety] of [Name of
deceased Beneficial Owner] and has delivered to the undersigned a request for
redemption in form satisfactory to the undersigned, requesting that $_______
[$1,000 or an integral multiple thereof] be redeemed pursuant to said Section
108. Such request and the documents accompanying such request, all of which are
satisfactory to the undersigned, are delivered herewith.
4. [Name of Participant] holds the interest in the Senior
Insured Quarterly Notes with respect to which this Request for Redemption is
being made on behalf of [Name of deceased Beneficial Owner].
IN WITNESS WHEREOF, the undersigned has executed this Request
for Redemption as of _____________, ____.
[Name of Participant]
By:
----------------------------------
Name:
---------------------------------
Title:
--------------------------------
