EXHIBIT 4.2
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.
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No. __ $_________
ONEOK, INC.
_____% SENIOR NOTES DUE _____
CUSIP: __________
ONEOK, Inc., an Oklahoma corporation (herein called the "Company," which term
includes any successor corporation under the Indenture referred to herein), for
value received, hereby promises to pay to:
CEDE & CO.
or registered assigns, the principal sum of
*________________ DOLLARS*
on __________, ____ and to pay interest on such principal sum at the rate of
__________ percent (___%) per annum.
The Company will pay interest from the later of ___________ or the most
recent Interest Payment Date (as defined below) to which interest has been paid
or duly provided for, semiannually on ___________ (beginning_________) and on
_______ , or quarterly on ________ (beginning ________), _________, __________
and on ________(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 (the
"Holder") of this Note (or one or more predecessor Notes) of record at the close
of business on the regular record date (the "Regular Record Date") for such
Interest Payment Date, which, except in the case of interest payable at Maturity
(as defined in the Indenture), shall be the _________ or _________ (whether or
not a Business Day), as the case may be, if interest is paid semiannually, or
the ________, ________, ________ or ________ (whether or not a Business Day), as
the case may be, if interest is paid quarterly, next preceding such Interest
Payment Date and, in the case of interest payable at Maturity, shall be the date
such that interest payable at Maturity is payable to the same Person to whom
principal on this Note is payable. 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 this Note (or one or
more predecessor Notes) of record 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 Note and the interest thereon will be made
at the office or agency of the Company in the Borough of Manhattan, City and
State of New York 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.
___% Senior Notes due _____
This Note is one of a duly authorized issue of debt securities of the Company
(herein called the "Securities"), issuable in one or more series, unlimited in
aggregate principal amount except as may be otherwise provided in respect of the
Securities of a particular series, issued and to be issued under and pursuant to
an Indenture dated as of _______, 1998 (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 limited in aggregate principal amount to
$_________ and designated as __% Senior Notes due ______ (the "Notes").
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
Notes).
The Notes are subject to defeasance at the option of the Company as provided
in the Indenture.
As long as this Note is represented in global form (the "Global Security")
registered in the name of the Depositary or its nominee, except as provided in
the Indenture and subject to certain limitations therein set forth, no Global
Security shall be exchangeable or transferrable.
If an Event of Default (as defined in the Indenture) with respect to the
Notes 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, the 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 Note,
the Holder of this Note shall have the right, which is absolute and
unconditional, to receive payment of the principal of (and premium, if any) and
interest on this Note at the times, place and rate, and in the currency herein
prescribed.
THIS NOTE 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 Note which are defined in the Indenture 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 Note shall not be entitled to
any benefit under the Indenture or be valid or obligatory for any purpose.
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IN WITNESS WHEREOF, the Company has caused this Note to be duly executed.
ONEOK, INC.
By:
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Name:
Title:
Attested:
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Name:
Title:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
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Dated: _____________________________
This is one of the Securities of the series designated therein
referred to in the within-mentioned Indenture.
CHASE BANK OF TEXAS, NATIONAL ASSOCIATION
as Trustee
By
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Authorized Signatory
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SCHEDULE OF EXCHANGES OF INTERESTS IN THE NOTE
The following exchanges of interests in this Note have been made:
Principal Amount
of
this Note Signature of
Amount of decrease in Amount of increase in following such authorized signatory of
Date of Exchange this Note this Note decrease (or increase) Trustee
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ASSIGNMENT FORM
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To assign this Note, fill in the form below:
I or we assign and transfer this Note 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)
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and all rights thereunder and irrevocably appoint
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agent to transfer this Note on the books of the Company. The agent may
substitute another to act for him.
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Dated:
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THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS IT APPEARS
ON THE FIRST PAGE OF THE WITHIN NOTE.
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).
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