EXHIBIT 1.4
EXECUTION COPY
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ONEOK, INC.
EQUITY UNITS PRICE DETERMINATION AGREEMENT
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January 23, 0000
XXX XXXXXXX XXX
XXXX XX XXXXXXX SECURITIES LLC
X.X. XXXXXX SECURITIES INC.
as Representatives of the Several
Underwriters Named in Schedule I to the
Underwriting Agreement Referred to Below
c/o UBS WARBURG LLC
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
c/o BANC OF AMERICA SECURITIES LLC
0 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
c/o X.X. XXXXXX SECURITIES INC.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
Reference is made to the Underwriting Agreement, dated January 23, 2003
(the "Underwriting Agreement"), among ONEOK, Inc., an Oklahoma corporation (the
"Company"), and the several Underwriters named in Schedule I thereto
(collectively, the "Underwriters"), for whom you are acting as representatives
(collectively, the "Representatives"). The Underwriting Agreement provides for
the purchase by the Underwriters from the Company, subject to the terms and
conditions set forth therein, of the Company's 8.50% Equity Units, initially
consisting of 14,000,000 aggregate units ("Corporate Units"), with a stated
amount per Corporate Unit of $25.00. This Agreement is the Price Determination
Agreement referred to in the Underwriting Agreement.
Pursuant to Section 1 of the Underwriting Agreement, the undersigned agrees
with the Representatives as follows:
I. The initial public offering price per unit for the Corporate Units shall
be $25.00.
II. The purchase price per unit for the Corporate Units to be paid by the
several Underwriters shall be $24.25 representing an amount equal to the initial
public offering price set forth above, less $0.75 per unit.
The Company represents and warrants to the 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.
As contemplated by the Underwriting Agreement, attached as Schedule I is a
completed list of the several Underwriters, which shall be a part of this
Agreement and the Underwriting Agreement.
This Agreement shall be governed by the law of the State of New York.
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If the foregoing is in accordance with your understanding of the agreement
among the 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
Underwriters and the Company in accordance with its terms and the terms of the
Underwriting Agreement.
Very truly yours,
ONEOK, INC.
By: /s/ Xxx Xxxxxx
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Name: Xxx Xxxxxx
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Title: Senior Vice President,
Treasurer and Chief Financial Officer
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Confirmed as of the date first
above mentioned:
UBS WARBURG LLC
Acting on behalf of itself and as the
Representative of the other several
Underwriters
By: /s/ By: /s/
------------------------------- -------------------------------
Name: Name:
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Title: Title:
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BANC OF AMERICA SECURITIES LLC
Acting on behalf of itself and as the
Representative of the other several
Underwriters
By: /s/
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Name:
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Title:
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X.X. XXXXXX SECURITIES INC.
Acting on behalf of itself and as the
Representative of the other several
Underwriters
By: /s/
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Name:
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Title:
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