0001193125-05-127286 Sample Contracts

Contract
Supplemental Indenture • June 17th, 2005 • Oneok Inc /New/ • Natural gas transmisison & distribution • New York

THIS SECOND SUPPLEMENTAL INDENTURE is made as of the 17th day of June, 2005, by and between ONEOK, INC., an Oklahoma corporation (the “Company”), and SUNTRUST BANK, a Georgia banking corporation with trust powers, as trustee (the “Trustee”).

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ONEOK, INC. PRICE DETERMINATION AGREEMENT
Price Determination Agreement • June 17th, 2005 • Oneok Inc /New/ • Natural gas transmisison & distribution • New York

Reference is made to the Underwriting Agreement, dated June 14, 2005 (the “Underwriting Agreement”), among ONEOK, Inc., an Oklahoma corporation (the “Company”), and the underwriters named in Schedule I thereto (collectively, the “Underwriters”). The Underwriting Agreement provides for the purchase by the Underwriters from the Company, subject to the terms and conditions set forth therein, of $400,000,000 aggregate principal amount of the Company’s 5.20% Notes due 2015 (the “5.20% Notes”) and $400,000,000 aggregate principal amount of the Company’s 6.00% Notes due 2035 (the “6.00% Notes”, and together with the 6.00% Notes, the “Securities”) to be issued pursuant to an Indenture, dated as of December 28, 2001, between the Company and SunTrust Bank, as trustee (the “Trustee”), as supplemented by a First Supplemental Indenture dated January 28, 2003, a Second Supplemental Indenture to be dated June 17, 2005 and a Third Supplemental Indenture to be dated June 17, 2005 (collectively, the “In

Contract
Third Supplemental Indenture • June 17th, 2005 • Oneok Inc /New/ • Natural gas transmisison & distribution • New York

THIS THIRD SUPPLEMENTAL INDENTURE is made as of the 17th day of June, 2005, by and between ONEOK, INC., an Oklahoma corporation (the “Company”), and SUNTRUST BANK, a Georgia banking corporation with trust powers, as trustee (the “Trustee”).

ONEOK, INC. 5.20% Notes due 2015 6.00% Notes due 2035 UNDERWRITING AGREEMENT
Underwriting Agreement • June 17th, 2005 • Oneok Inc /New/ • Natural gas transmisison & distribution • New York

No consent, approval, authorization or order of, or any filing or declaration with, any court or governmental agency or body of the State of Texas is required in connection with the offering, issuance, transfer, sale or delivery of the Securities (as defined above) of ONEOK, Inc., except that no opinion is expressed with respect to any state securities laws or other “blue sky” laws.

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