Exhibit 4.5
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ONEOK, INC.
6.40% SENIOR INSURED QUARTERLY NOTES
Due February 1, 2019
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FOURTH SUPPLEMENTAL INDENTURE
Dated as of February 17, 1999
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Chase Bank of Texas, National Association
TRUSTEE
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THIS FOURTH SUPPLEMENTAL INDENTURE is made as of the seventeenth 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 Fourth
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 Fourth 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
6.40% 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 6.40% Senior Insured Quarterly Notes due February 1, 2019 (the "Senior
Insured Quarterly Notes").
There are to be authenticated and delivered $100,000,000 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
initial Depositary with respect to the Senior Insured Quarterly Notes 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 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.
The interest rate on the Senior Insured Quarterly Notes 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.
"Insurance Trustee" means State Street Bank and Trust Company, N.A.,
00 Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, or any successor thereto, as the
insurance paying agent under the Policy.
"Insurer" means MBIA Insurance Corporation.
"Interest Payment Dates" means February 1, May 1, August 1 and
November 1 of each year.
"Original Issue Date" means February 17, 1999.
"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 the 15th calendar day of the month
preceding the respective Interest Payment Date (whether or not a Business Day).
"Stated Maturity" means February 1, 2019.
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 6.40% 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 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 office or agency of the
Company in the Borough of Manhattan, City and State of New York or 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.
SECTION 106. Payments to the Trustee. The Company shall make all
payments due on the Senior Insured Quarterly Notes by 2 p.m. New York time on
the second day
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next proceeding any date on which payment of principal of or interest on the
Senior Insured Quarterly Notes is due.
SECTION 107. 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 changes that
may be imposed in connection therewith.
SECTION 108. 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 February 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 109. Redemption at the Holder's Option. For purposes of this
Section 109, 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 until (but not including) February 1, 2000
(the "Initial Period"), and during each twelve-month period thereafter up to
(but not including) each February 1 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
$3,000,000. 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 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 $3,000,000 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 $3,000,000 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). The Trustee will notify
the Company promptly after receipt of any
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Redemption Request and the Company will provide all funds necessary for such
redemption prior to the date of redemption to the Paying Agent. 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 or tenant(s) in common
(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 substantially the same to the
Trustee, in addition to such information as the Trustee and the Company shall
reasonably require. 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 Beneficial Owner pursuant to this
Section 109 shall not be included in the computation of either the $30,000 or
the $3,000,000 limitation for the Initial Period or for any Subsequent Period.
For purposes of this Section 109, 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
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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 109 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 108 hereof, such interest or portion thereof shall not be subject to
redemption pursuant to such Section 108, but shall remain subject to redemption
pursuant to this Section 109.
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 109 to
Participants and the Depositary, including the Depositary's governing rules,
regulations and procedures shall be deemed deleted, all determinations which
under this Section 109 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.
SECTION 110. 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.
Except as provided herein, the Senior Insured Quarterly Notes will not
be redeemable.
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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 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.
(c) 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.
(d) Notwithstanding any other provision of the Indenture, the Trustee
and the Company shall immediately notify the Insurer in accordance with Section
206 if at any time after such amounts are due to be paid to the Trustee or
Paying Agent there are insufficient moneys to make any payments of principal
and/or interest as required and promptly 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 overnight delivery to MBIA Insurance
Corporation, 000 Xxxx Xxxxxx, Xxxxxx, Xxx Xxxx 00000 (Fax number: (914)
000-0000).
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.
SECTION 204. Amendments or Supplements. Any provision of the
Indenture may not be amended in any manner without the prior written consent of
the Insurer.
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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. Rights of Insurer Controlling. Anything herein to the
contrary notwithstanding, if the Insurer is not in default of its obligation to
make payments under the Policy, for all purposes except with respect to the
rights provided in Section 902 of the Original Indenture for actions that
require consent of all of the Holders of Outstanding Senior Insured Quarterly
Notes and the right of redemption contained in Section 109 of this Fourth
Supplemental Indenture, the Insurer shall be deemed to be the owner of all
Senior Insured Quarterly Notes then Outstanding for all purposes (including,
without limitation, all approvals, consents, waivers, authorizations,
directions, inspections and the institution of any action), and shall have the
exclusive right to exercise or direct the exercise of remedies on behalf of the
owners of Senior Insured Quarterly Notes in accordance with the terms hereof
following an Event of Default, and the principal of all Senior Insured Quarterly
Notes Outstanding may not be declared to be due and payable immediately without
the prior written consent of the Insurer.
SECTION 207. Payments Under the Insurance Policy. (a) If, as of the
second day next preceding any date on which payment of principal of or interest
on the Senior Insured Quarterly Notes is due, there are insufficient moneys
available hereunder to pay all principal and interest coming due on the Senior
Insured Quarterly Notes on the next succeeding Interest Payment Date or at
Stated Maturity, the Trustee shall immediately notify the Insurer or its
designee by telephone or telegraph, confirmed in writing by registered or
certified mail, of the amount of the deficiency.
(b) If the deficiency is made up in whole or in part prior to or on
the Interest Payment Date or at Stated Maturity, the Trustee shall so notify the
Insurer or its designee.
(c) In addition, if the Trustee has notice that any of the
Noteholders have been required to disgorge payments of principal or interest on
Senior Insured Quarterly Notes to the Company or to the Trustee in bankruptcy
for creditors or others pursuant to a final judgment by a court of competent
jurisdiction that such payment constitutes a voidable preference to such
Noteholders within the meaning of any applicable bankruptcy laws, then the
Trustee shall notify the Insurer or its designee of such fact by telephone or
telegraphic notice, confirmed in writing by registered or certified mail.
(d) The Trustee is hereby irrevocably designated, appointed, directed
and authorized to act as attorney-in-fact for Noteholders of the Senior Insured
Quarterly Notes as follows:
(i) if and to the extent there is a deficiency in amounts required to
pay interest on the Senior Insured Quarterly Notes, the Trustee shall (A)
execute and deliver to the Insurance Trustee, in form satisfactory to the
Insurance Trustee, an instrument appointing the Insurer as agent for such
Noteholders in any legal proceeding related to the payment
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of such interest and an assignment to the Insurer of the claims for
interest to which such deficiency relates and which are paid by the
Insurer, (B) receive as designee of the respective Noteholders (and not as
Trustee) in accordance with the tenor of the Policy payment from the
Insurance Trustee with respect to the claims for interest so assigned and
(C) disburse the same to such respective Noteholders; and
(ii) if and to the extent of a deficiency in amounts required to pay
principal of the Senior Insured Quarterly Notes, the Trustee shall (A)
execute and deliver to the Insurance Trustee an instrument appointing the
Insurer as agent for the Noteholders in any legal proceeding relating to
the payment of such principal and an assignment to the Insurer of any of
the Senior Insured Quarterly Notes surrendered to the Insurance Trustee of
so much of the principal amount thereof as has not previously been paid or
for which moneys are not held by the Trustee and available for such payment
(but such assignment shall be delivered only if payment from the Insurance
Trustee is received for such amount, (B) receive as designee of the
respective Noteholders (and not as Trustee) in accordance with the tenor of
the Policy payment therefor from the Insurance Trustee and (C) disburse the
same to such Noteholders.
(e) Payments with respect to claims for interest on and principal of
Senior Insured Quarterly Notes disbursed by the Trustee from proceeds of the
Policy shall not be considered to discharge the obligation of the Company with
respect to such Senior Insured Quarterly Notes, and the Insurer shall become the
owner of such unpaid Senior Insured Quarterly Notes and claims for interest to
the extent of its payment thereof in accordance with the tenor of the assignment
made to it under the provisions of this subsection or otherwise.
(f) Irrespective of whether any such assignment is executed and
delivered, the Company and the Trustee hereby agree for the benefit of the
Insurer that:
(i) they recognize that to the extent the Insurer makes payments,
directly or indirectly (as by paying through the Trustee), on account of
principal of or interest on the Senior Insured Quarterly Notes, the Insurer
will be subrogated to the rights of such Noteholders to receive the amount
of such principal and interest from the Company, with interest thereon as
provided and solely from the sources stated herein and in the Senior
Insured Quarterly Notes; and
(ii) they recognize that to the extent the Insurer makes payment the
Company will be obligated accordingly to pay to the Insurer the amount of
such principal and interest (including principal and interest recovered
under subparagraph (ii) of the first paragraph of the Insurance Policy,
which principal and interest shall be deemed past due and not to have been
paid), with interest thereon as provided herein and in the Senior Insured
Quarterly Notes, but only from the sources and in the manner provided
herein for the payment of principal of and interest on the Senior Insured
Quarterly Notes to Noteholders and will otherwise treat the Insurer as the
owner of such rights to the amount of such principal and interest.
SECTION 208. Insurer's Rights Concerning the Trustee.
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(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.
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(b) The Insurer shall receive prompt written notice of any Trustee or
Paying Agent resignation.
(c) Every successor Trustee appointed pursuant to the 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 209. Insurer's Right to Accelerate, etc. Anything in the
Indenture to the contrary notwithstanding, upon the occurrence and continuance
of an Event of Default, so long as the Policy shall be in full force and effect
and the Insurer is not in default under the terms of the Policy, 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 Fourth
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 Senior Insured Quarterly Notes and of this Fourth
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 Fourth Supplemental Indenture shall be read, taken
and construed as one and the same instrument; provided that, in case of conflict
between this Fourth Supplemental Indenture and the Original Indenture, this
Fourth Supplemental Indenture shall control.
SECTION 303. Executed in Counterparts. This Fourth Supplemental
Indenture may be simultaneously executed in several counterparts, each of which
shall be
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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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IN WITNESS WHEREOF, each party hereto has caused this Fourth
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: Xxxxx X. Xxxx
Title: Vice President and Treasurer
CHASE BANK OF TEXAS, NATIONAL
ASSOCIATION, as Trustee
By:
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Authorized Signatory
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