Exhibit (4)
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ONEOK, INC.
6% DEBENTURES
Due February 1, 2009
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THIRD SUPPLEMENTAL INDENTURE
Dated as of February 8, 1999
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Chase Bank of Texas, National Association
TRUSTEE
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THIS THIRD SUPPLEMENTAL INDENTURE is made as of the 8th day of February,
1999, 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 is incorporated herein by this reference
and the Original Indenture, as supplemented by this Third 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 Third 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% DEBENTURES DUE FEBRUARY 1, 2009
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% Debentures Due February 1, 2009 (the "Debentures").
There are to be authenticated and delivered $100,000,000 principal amount
of Debentures to be issued at 99.494% 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 additional amounts of Securities. The
Debentures shall be issued in definitive fully registered form.
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 Debenture 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 February 1 and August 1 of each year.
"Original Issue Date" means February 1, 1999.
"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 PaineWebber Incorporated and its
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
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Company by such Reference Treasury Dealer at 5:00 p.m. on the third Business Day
preceding such Redemption Date.
"Regular Record Date" means January 15 in the case of a February 1 Interest
Payment Date and July 15 in the case of an August 1 Interest Payment Date.
"Stated Maturity" means February 1, 2009.
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% per
annum until paid or duly provided for. Interest shall be paid semi-annually 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 Dates. 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
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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.
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.
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ARTICLE 2
MISCELLANEOUS PROVISIONS
SECTION 201. Recitals by Company. The recitals in this Third 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 Third 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 Third Supplemental Indenture shall be read, taken and
construed as one and the same instrument; provided that, in the case of a
conflict between this Third Supplemental Indenture and the Original Indenture,
this Third Supplemental Indenture shall control.
SECTION 203. Executed in Counterparts. This Third 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.
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IN WITNESS WHEREOF, each party hereto has caused this Third
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: /s/ By: /s/
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ATTEST: CHASE BANK OF TEXAS, NATIONAL
ASSOCIATION, as Trustee
By: /s/ By: /s/
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Authorized Signatory Authorized Signatory
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EXHIBIT A
FORM OF DEBENTURE
[Attached]
A-1
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A
NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A
SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE
REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITORY OR ITS NOMINEE
EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER 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.
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No. __
$100,000,000
ONEOK, INC.
6% DEBENTURES DUE FEBRUARY 1, 2009
CUSIP: 000000XX0
ONEOK, Inc., an Oklahoma corporation (herein called "Company," which term
includes any successor corporation under the Indenture referred to herein), for
value received, hereby promises to pay to:
__________
or registered assigns, the principal sum of
*___________________________*
on February 1, 2009 and to pay interest on such principal sum at the rate of six
percent (6%) per annum.
The Company will pay interest from February 1, 1999, semi-annually on
February 1 and August 1 of each year, and on the date of maturity, commencing
August 1, 1999 (each such date an "Interest Payment Date"), until the principal
hereof is otherwise paid or duly provided for. The interest so payable, and
punctually paid or duly provided for, on any Interest Payment Date will, as
provided in the Indenture (as defined below), be paid to the holder of this
Debenture (the "Holder") of record at the close of business on the regular
record date (the "Regular Record
Date") for such Interest Payment Date, which, except for interest payable on
February 1, 2009, shall be January 15 (in the case of the February 1 Interest
Payment Date) or July 15 (in the case of the August 1 Interest Payment Date),
whether or not a Business Day. Interest will be computed on the basis of a 360-
day year of twelve 30-day months.
Any such interest not so punctually paid or duly provided for shall
forthwith cease to be payable to the Holder on such Regular Record Date by
virtue of his having been such Holder, and may be paid to the Holder of record
of this Debenture at the close of business on a special record date (the
"Special Record Date") fixed by the Company for the payment of such defaulted
interest, notice whereof shall be given to Holders not less than 10 days prior
to such Special Record Date, all as more fully provided in the Indenture.
Payment of the principal of this Debenture and the interest thereof will be
made 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 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.
ONEOK, INC.
6% Debentures Due February 1, 2009
This Debenture is one of a duly authorized issue of debt securities of the
Company (herein called the "Securities"), issuable in one or more series, issued
and to be issued under and pursuant to an Indenture dated as of September 24,
1998, as amended and supplemented by that certain Third Supplemental Indenture
(the "Indenture"), duly executed and delivered by the Company to Chase Bank of
Texas, National Association, as trustee (the "Trustee," which term includes any
successor trustee under the Indenture) and is one of a series unlimited in
aggregate principal amount and designated as 6% Debentures Due February 1, 2009
(the "Debentures"). Reference is hereby made to the Indenture for a description
of the rights, limitations of rights, obligations, duties and immunities
thereunder of the Trustee, the Company and the holders of Securities (including
Holders of the Debentures).
The Debentures are subject to defeasance at the option of the Company as
provided in the Indenture.
As long as this Debenture is represented in global form (the "Global
Security") registered in the name of the Depository or its nominee, except as
provided in the Indenture and subject to certain limitations therein set forth,
no Global Security shall be exchangeable or transferable.
If an Event of Default (as defined in the Indenture) with respect to the
Debentures shall occur and be continuing, the principal plus any accrued
interest may be declared due and payable in the manner and with the effect and
subject to the conditions provided in the Indenture.
The Indenture permits the amendment thereof and the modification of the
rights and obligations of the Company and the rights of the Holders under the
Indenture at any time by the Company and the Trustee with the consent of the
Holders of a majority in aggregate principal amount of the Securities then
Outstanding (as defined in the Indenture) of all series which are affected by
such amendment or modification, except that certain amendments which do not
adversely affect the rights of any holder of the Securities may be made without
the approval of holders of the Securities. No amendment or modification may,
among other things, change the Stated Maturity of any Security, reduce the
principal amount thereof, reduce the rate or change the time of payment of any
interest thereon, or reduce the aforesaid majority in aggregate principal amount
of Securities of any series, consent of the holders of which is required for any
such amendment or modification, without the consent of each Securityholder
affected.
Notwithstanding any provision in the Indenture or any provision of this
Debenture, the Holder of this Debenture shall have the right, which is absolute
and unconditional, to receive payment of the principal of (and premium, if any)
and interest on this Debenture at the times, places and rate, and in the
currency herein prescribed.
The Debentures may be redeemed, in whole or in part, at any time at the
option of the Company at a 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 on a semiannual
basis (assuming a 360-day consisting of twelve 30-day months) at the Adjusted
Treasury Rate, plus, in each case, accrued but unpaid interest to the Redemption
Date.
In the event of redemption of the Debenture in part only, a new Debenture
or Debentures of this series for the unredeemed portion hereof will be issued in
the name of the Holder upon surrender hereof or otherwise reduced in accordance
with the provisions of the Indenture. The Debentures will not have a sinking
fund.
THIS DEBENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF
LAWS.
All terms used in this Debenture but not defined herein have the meanings
assigned to them in the Indenture.
Unless the certificate of authentication hereon has been executed by or on
behalf of the Trustee by manual signature, this Debenture shall not be entitled
to any benefit under the Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this Debenture to be duly
executed.
ONEOK, INC.
By: __________________________________________
Name:
Title:
Attested: ____________________________________
Name:
Title:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
Dated:
This is one of the Debentures referred to in the within-
mentioned Indenture.
CHASE BANK OF TEXAS, NATIONAL ASSOCIATION
as Trustee [or Successor Trustee]
By: ____________________________
Authorized Signatory
SCHEDULE OF EXCHANGES OF INTEREST IN THE DEBENTURE
The following exchanges of interests in this Debenture have been made:
Principal Amount of
Amount of decrease Amount of increase this Debenture following Signature of authorized
Date of Exchange in this Debenture in this Debenture such decrease or (increase) signatory of Trustee
ASSIGNMENT FORM
To assign this Debenture, fill in the form below:
I or we assign and transfer this Debenture to
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Insert assignee's soc. sec. or tax I.D. no.
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________________________________________________________________________________
(Print or type assignee's name, address and zip code)
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
and all rights thereunder and irrevocably appoint _____________________________
________________________________________________________________________________
agent to transfer this Debenture on the books of the Company. The agent may
substitute another to act for him.
________________________________________________________________________________
Dated: ___________________________ ___________________________________
______________________________________________
THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS IT
APPEARS ON THE FIRST PAGE OF THE DEBENTURE.
THE SIGNATURE MUST BE GUARANTEED BY AN "ELIGIBLE GUARANTOR INSTITUTION"
THAT IS A MEMBER OR PARTICIPANT IN A "SIGNATURE GUARANTEE PROGRAM" (E.G., THE
SECURITIES TRANSFER AGENTS MEDALLION PROGRAM, THE STOCK EXCHANGE MEDALLION
PROGRAM OR THE NEW YORK STOCK EXCHANGE, INC. MEDALLION PROGRAM).
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
[or Successor Trustee]
Dated: ______________________ By: ___________________________
Authorized Signatory
B-1
