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EXHIBIT (5)(b)
ONEOK, INC.
6 7/8% DEBENTURES
Due September 30, 2028
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SECOND SUPPLEMENTAL INDENTURE
Dated as of September 25, 1998
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Chase Bank of Texas, National Association
TRUSTEE
THIS SECOND SUPPLEMENTAL INDENTURE is made as of the 25th day of
September, 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 September 24, 1998 (the "Original Indenture"), with the Trustee;
WHEREAS, the Original Indenture (but not the First Supplemental
Indenture) is incorporated herein by this reference and the Original Indenture,
as supplemented by this Second Supplemental Indenture (but not the 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 Second 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
6 7/8% DEBENTURES
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 6 7/8% Debentures due September 30, 2028 (the "Debentures").
There are to be authenticated and delivered $100,000,000 principal
amount of Debentures to be issued at 100% of principal amount. The Company
shall have the right to issue additional Debentures at any time upon compliance
with the provisions of the Indenture for the issuance of additional amounts of
Securities. The Debentures shall be issued in definitive fully registered
form.
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The Debentures shall be issued in the form of one Global Security in
substantially the form set out in Exhibit A hereto. The initial Depositary
with respect to the Debentures shall be The Depository Trust Company.
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
Debentures shall be in substantially the form set forth in Exhibit B hereto.
Each Debenture shall be dated the date of authentication thereof and
shall bear interest from the Original Issue Date.
The interest rate on the Debentures will not be reset pursuant to
Section 308(b) of the Original Indenture and the stated maturity shall not be
extended pursuant to Section 309 of the Original Indenture.
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.
"Adjusted Treasury Rate" means, with respect to any Redemption Date, the rate
per annum equal to the semiannual equivalent yield to maturity 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, plus 0.200%.
"Comparable Treasury Issue" means the United States Treasury security selected
by a Quotation Agent as having a maturity comparable to the remaining term of
the Debentures to be redeemed 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 such
Debentures.
"Comparable Treasury Price" means, with respect to any Redemption Date, (i) the
average of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) on the third
Business Day preceding such Redemption Date, as set forth in the daily
statistical release (or any successor release) published by the Federal Reserve
Bank of New York and designated "Composite 3:30 p.m. Quotations for U.S.
Government Securities" or (ii) if such release (or any successor release) is
not published or does not contain such prices on such Business Day, (a) the
average of the Reference Treasury Dealer Quotations for such Redemption Date or
(b) if the Company obtains fewer than two such Reference Treasury Dealer
Quotations, such Reference Treasury Dealer Quotations.
"Interest Payment Dates" means April 1 and October 1 of each year.
"Original Issue Date" means September 30, 1998.
"Quotation Agent" means one of the Reference Treasury Dealers appointed by the
Company and certified to the Trustee by the Company.
"Reference Treasury Dealer" means each of BancAmerica Securities, Inc. and
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 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
and certify same to the Trustee.
"Reference Treasury Dealer Quotations" means, with respect to each Reference
Treasury Dealer and any Redemption Date, the average, as determined by the
Company and certified to the Trustee by the Company, 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 Company by such
Reference Treasury Dealer at 5:00 p.m. on the third Business Day preceding such
Redemption Date.
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"Regular Record Date" means March 15, in the case of an April 1 Interest
Payment Date, and September 15, in the case of an October 1 Interest Payment
Date.
"Stated Maturity" means September 30, 2028.
SECTION 103. Payment of Principal and Interest. The principal of the
Debentures shall be due at Stated Maturity (unless earlier redeemed). The
unpaid principal amount of the Debentures shall bear interest at the rate of 6
7/8% per annum until paid or duly provided for. Interest shall be paid
semiannually in arrears on each Interest Payment Date to the Person in whose
name the Debentures are registered on the Regular Record Date for such Interest
Payment Date and on Stated Maturity. Accrued interest paid on Stated Maturity
shall be paid to the Person to whom principal is paid. 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 Debentures 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
Debentures not less than ten days prior to such Special Record Date.
Payments of interest on the Debentures will include interest accrued
to but excluding the respective Interest Payment Date. Interest payments for
the Debentures 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 Debentures shall be made upon surrender of the
Debentures at the office or agency of the Company in the Borough of Manhattan,
City and State of New York or at the Corporate Trust Office of the Trustee.
The principal of and interest on the Debentures 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 Debentures may be issued in
denominations of $1,000, or any integral multiple thereof.
SECTION 105. Global Securities. The Debentures 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,
Debentures represented by the Global Security will not be exchangeable for, and
will not otherwise be issuable as, Debentures 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 a Debenture 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 Debentures 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 Debentures.
SECTION 106. Transfer. No service charge will be made for any
transfer or exchange of Debentures, but payment will be required of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection therewith.
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SECTION 107. Redemption at the Company's Option. The Debentures will
be redeemable, in whole or in part, at any time at the option of the Company at
a redemption price (the "Redemption Price") equal to the greater of (i) 100% of
the principal amount of such Debentures or (ii) as determined by a Quotation
Agent, the sum of the present values of the remaining scheduled payments of
principal and interest discounted to the date of redemption (the "Redemption
Date") on a semiannual basis (assuming a 360-day year consisting of twelve
30-day months) at the Adjusted Treasury Rate, plus, in each case, accrued but
unpaid interest to the Redemption Date.
Notice of any redemption will be mailed at least 30 days but not more
than 60 days before the Redemption Date to each Holder of the Debentures to be
redeemed. Unless the Company defaults in payment of the Redemption Price,
interest will cease to accrue on the Debentures or portions thereof called for
redemption on and after the Redemption Date.
SECTION 108. Other Terms.
The Debentures 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 Debentures shall, with respect
to the principal thereof, be divisible by $1,000.
ARTICLE 2
MISCELLANEOUS PROVISIONS
SECTION 201. Recitals by Company. The recitals in this Second
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 duties of the Trustee shall be
applicable in respect of Debentures and of this Second Supplemental Indenture
as fully and with like effect as if set forth herein in full.
SECTION 202. Ratification and Incorporation of Original Indenture.
The Original Indenture is in all respects ratified and confirmed, and the
Original Indenture and this Second Supplemental Indenture shall be read, taken
and construed as one and the same instrument; provided that, in case of
conflict between this Second Supplemental Indenture and the Original Indenture,
this Second Supplemental Indenture shall control.
SECTION 203. Executed in Counterparts. This Second 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 204. 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 Paying Agent and the registered owners of the Debentures, 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 Paying Agent and the
registered owners of the Debentures.
IN WITNESS WHEREOF, each party hereto has caused this Second
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.
ONEOK, INC.
By:
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Name:
Title:
CHASE BANK OF TEXAS, NATIONAL ASSOCIATION,
as Trustee
By:
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Authorized Signatory
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EXHIBIT A
FORM OF DEBENTURE
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EXHIBIT B
CERTIFICATE OF AUTHENTICATION
This is one of the Debentures referred to in the within-mentioned
Indenture.
CHASE BANK OF TEXAS, NATIONAL ASSOCIATION,
as Trustee
By:
Authorized Signatory
Dated:
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