<PAGE>   1
                                                                    EXHIBIT 4.14



                          REGISTRATION RIGHTS AGREEMENT

         THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and
entered into as of March 1, 2000 by and among ONEOK, Inc., an Oklahoma
corporation (the "Company"), and Banc of America Securities LLC, Banc One
Capital Markets, Inc., First Union Securities, Inc., J.P. Morgan Securities
Inc., PaineWebber Incorporated and Salomon Smith Barney Inc. (collectively, the
"Initial Purchasers").

         This Agreement is made pursuant to the Purchase Agreement dated as of
February 24, 2000 (the "Purchase Agreement"), by and between the Company, as
issuer of the 7.75% Notes due 2005 (the "Notes"), and the Initial Purchasers,
which provides for, among other things, the sale by the Company to the Initial
Purchasers of the aggregate principal amount of Notes specified therein. In
order to induce the Initial Purchasers to enter into the Purchase Agreement, the
Company has agreed to provide to the Initial Purchasers and their direct and
indirect transferees the registration rights set forth in this Agreement. The
execution and delivery of this Agreement is a condition to the closings under
the Purchase Agreement.

         In consideration of the foregoing, the parties hereto agree as follows:

         1. Definitions. As used in this Agreement, the following capitalized
defined terms shall have the following meanings:

         "Advice" shall have the meaning set forth in the last paragraph of
Section 3(u) hereof.

         "Affiliate" has the same meaning as given to that term in Rule 405
under the Securities Act or any successor rule thereunder.

         "Applicable Period" shall have the meaning set forth in Section 3(u)
hereof.

         "Business Day" shall mean any day other than a Saturday, a Sunday or a
day on which banking institutions in The City of New York, New York are
authorized or required by law or executive order to remain closed.

         "Company" shall have the meaning set forth in the preamble to this
Agreement and also includes the Company's successors and permitted assigns.

         "Consummation Date" shall have the meaning set forth in Section 2(a)
hereof.

         "Depositary" shall mean The Depository Trust Company, or any other
depositary appointed by the Company; provided that such depositary must have an
address in the Borough of Manhattan, in The City of New York, New York.

         "Effective Date" shall have the meaning set forth in Section 2(a)
hereof.

         "Effectiveness Period" shall have the meaning set forth in Section 2(b)
hereof.


<PAGE>   2


         "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended from time to time.

         "Exchange Notes" shall mean the 7.75% Notes due 2005 issued by the
Company under the Indenture containing terms identical to the Notes (except that
(i) interest thereon shall accrue from the last date on which interest has been
paid on the Notes or, if no such interest has been paid, from the date of the
original issue of the Notes and (ii) they will not contain terms with respect to
transfer restrictions under the Securities Act and will not provide for any
Liquidated Damages thereon). Unless the context otherwise indicates, the term
Exchange Notes shall include Private Exchange Notes.

         "Exchange Offer" shall mean the offer by the Company to the Holders to
exchange all of the Registrable Notes for a like amount of Exchange Notes
pursuant to Section 2(a) hereof.

         "Exchange Offer Registration" shall mean a registration under the
Securities Act effected pursuant to Section 2(a) hereof.

         "Exchange Offer Registration Statement" shall mean an exchange offer
registration statement on Form S-4 (or, if applicable, on another appropriate
form), and all amendments and supplements to such registration statement, in
each case including the Prospectus contained therein, all exhibits thereto and
all documents incorporated by reference therein.

         "Exchange Period" shall have the meaning set forth in Section 2(a)
hereof.

         "Filing Date" shall have the meaning set forth in Section 2(a) hereof.

         "Holder" shall mean any Initial Purchaser, for so long as it owns any
Registrable Notes, and each of its respective successors, assigns and direct and
indirect transferees who become registered owners of Registrable Notes under the
Indenture.

         "Indemnified Person" shall have the meaning set forth in Section 4(a)
hereof.

         "Indemnified Person Information" shall have the meaning set forth in
Section 4(a) hereof.

         "Indenture" shall mean the Indenture, dated as of September 24, 1998,
between the Company, as issuer, and Chase Bank of Texas, National Association,
as trustee, as the same may be amended or supplemented from time to time in
accordance with the terms thereof.

         "Initial Purchasers" shall have the meaning set forth in the preamble.

         "Inspectors" shall have the meaning set forth in Section 3(o) hereof.

         "Issue Date" shall mean March 1, 2000, the date of delivery of the
Notes from the Company to the Initial Purchasers.


                                       2
<PAGE>   3



         "Liquidated Damages" shall have the meaning set forth in Section 2(e)
hereof.

         "Majority Holders" shall mean the Holders of a majority of the
aggregate principal amount of outstanding Notes.

         "NASD" shall mean the National Association of Securities Dealers, Inc.

         "Notes" shall have the meaning set forth in the preamble to this
Agreement.

         "Participating Broker-Dealer" shall have the meaning set forth in
Section 3(u) hereof.

         "Person" shall mean an individual, partnership, corporation, trust or
unincorporated organization, limited liability company or a government or agency
or political subdivision thereof.

         "Private Exchange" shall have the meaning set forth in Section 2(b)
hereof.

         "Private Exchange Notes" shall have the meaning set forth in Section
2(b) hereof.

         "Process Agent" shall have the meaning set forth in Section 7(j)
hereof.

         "Prospectus" shall mean the prospectus included in a Registration
Statement, including any preliminary prospectus, and any such prospectus as
amended or supplemented by any prospectus supplement, including a prospectus
supplement with respect to the terms of the offering of any portion of the
Registrable Notes covered by a Shelf Registration Statement, and by all other
amendments and supplements to a prospectus, including post-effective amendments,
and in each case including all documents incorporated by reference therein.

         "Purchase Agreement" shall have the meaning set forth in the preamble
to this Agreement.

         "Records" shall have the meaning set forth in Section 3(o) hereof.

         "Registrable Notes" shall mean all Notes and Private Exchange Notes;
provided, however, that Notes shall cease to be Registrable Notes when the
earlier of the following occurs: (i) a Registration Statement with respect to
such Notes or Private Exchange Notes for the exchange or resale thereof shall
have been declared effective under the Securities Act and such Notes or Private
Exchange Notes shall have been exchanged or disposed of pursuant to such
Registration Statement, (ii) such Notes or Private Exchange Notes shall have
been sold pursuant to Rule 144(k) (or any similar provision then in force, but
not Rule 144A) under the Securities Act or are eligible to be sold without
restriction as contemplated by Rule 144(k), (iii) such Notes or Private Exchange
Notes shall have ceased to be outstanding, (iv) no Shelf Registration Event has
occurred and the Exchange Offer has concluded in accordance with the provisions
hereof or (v) upon consummation of the Exchange Offer but only with respect to
Notes held by a Holder that are eligible to receive fully tradeable Exchange
Notes in connection with the Exchange Offer.


                                       3
<PAGE>   4


         "Registration Expenses" shall mean any and all expenses incident to
performance of or compliance by the Company with this Agreement, including
without limitation: (i) all SEC or NASD registration and filing fees, including,
if applicable, the fees and expenses of any "qualified independent underwriter"
(and its counsel) that is required to be retained by any Holder of Registrable
Notes in accordance with the rules and regulations of the NASD; (ii) all fees
and expenses incurred in connection with compliance with state securities or
blue sky laws (including reasonable fees and disbursements of one counsel for
all underwriters or Holders as a group in connection with blue sky qualification
of any of the Exchange Notes or Registrable Notes) and compliance with the rules
of the NASD; (iii) all expenses of any Persons in preparing or assisting in
preparing, word processing, printing and distributing any Registration
Statement, any Prospectus and any amendments or supplements thereto, and in
preparing or assisting in preparing, printing and distributing any underwriting
agreements, securities sales agreements and other documents relating to the
performance of and compliance with this Agreement; (iv) all rating agency fees;
(v) all fees and expenses incurred in connection with the listing, if any, of
any of the Exchange Notes on any securities exchange or exchanges; (vi) the fees
and disbursements of counsel for the Company and of the independent certified
public accountants of the Company, including the expenses of any "cold comfort"
letters required by or incident to the performance of and compliance with this
Agreement; (vii) the reasonable fees and expenses of the Trustee and its counsel
and any exchange agent, escrow agent or custodian; and (viii) any fees and
disbursements of the underwriters customarily required to be paid by issuers or
sellers of securities and the reasonable fees and expenses of any special
experts retained by the Company in connection with any Registration Statement,
but excluding fees of counsel to the underwriters and underwriting discounts and
commissions and transfer taxes, if any, relating to the sale or disposition of
Registrable Notes by a Holder.

         "Registration Statement" shall mean any registration statement of the
Company which covers any Exchange Notes or Registrable Notes pursuant to the
provisions of this Agreement, and all amendments and supplements to any such
Registration Statement, including post-effective amendments, in each case
including the Prospectus contained therein, all exhibits thereto and all
documents incorporated by reference therein.

         "Representative" shall have the meaning set forth in Section 3(a)
hereof.

         "Rule 144(k) Period" shall mean the period of two years (or such other
period as may hereafter be referred to in Rule 144(k) under the Securities Act
(or similar successor rule)) commencing on the Issue Date.

         "SEC" shall mean the Securities and Exchange Commission.

         "Securities Act" shall mean the Securities Act of 1933, as amended from
time to time.

         "Shelf Registration" shall mean a registration effected pursuant to
Section 2(b) hereof.

         "Shelf Registration Event" shall have the meaning set forth in Section
2(b) hereof.


                                       4
<PAGE>   5



         "Shelf Registration Event Date" shall have the meaning set forth in
Section 2(b) hereof.

         "Shelf Registration Statement" shall mean a "shelf" registration
statement of the Company pursuant to the provisions of Section 2(b) hereof which
covers all of the Registrable Notes on an appropriate form under Rule 415 under
the Securities Act, or any similar rule that may be adopted by the SEC, and all
amendments and supplements to such registration statement, including
post-effective amendments, in each case including the Prospectus contained
therein, all exhibits thereto and all documents incorporated by reference
therein.

         "TIA" shall have the meaning set forth in Section 3(l) hereof.

         "Trustee" shall mean the trustee under the Indenture.

         2. Registration Under the Securities Act.

         (a) Exchange Offer. Except as set forth in Section 2(b) below, the
Company shall, for the benefit of the Holders, at the Company's cost (i) cause
to be filed with the SEC an Exchange Offer Registration Statement on an
appropriate form under the Securities Act relating to the Exchange Offer within
120 calendar days after the Issue Date (the "Filing Date"), (ii) use its
reasonable best efforts to cause such Exchange Offer Registration Statement to
be declared effective under the Securities Act by the SEC within 210 calendar
days after the Issue Date (the "Effective Date"), (iii) use its reasonable best
efforts to keep such Exchange Offer Registration Statement effective for not
less than 20 Business Days (or longer if required by applicable law) after the
date notice of the Exchange Offer is mailed to the Holders and (iv) use its
reasonable best efforts to cause the Exchange Offer to be consummated within 35
calendar days after the date that the Exchange Offer Registration Statement is
declared effective (the "Consummation Date"). Promptly after the effectiveness
of the Exchange Offer Registration Statement, the Company shall commence the
Exchange Offer, it being the objective of such Exchange Offer to enable each
eligible Holder to exchange Registrable Notes for a like principal amount of
Exchange Notes (provided that such Holder (A) is not an Affiliate of the
Company, (B) is not a broker-dealer tendering Registrable Notes acquired
directly from the Company, (C) acquires the Exchange Notes in the ordinary
course of such Holder's business and (D) has no arrangements or understandings
with any Person to participate in the Exchange Offer for the purpose of
distributing Exchange Notes).

         In connection with the Exchange Offer, the Company shall:

                  (1) mail to each Holder a copy of the Prospectus forming part
         of the Exchange Offer Registration Statement, together with an
         appropriate letter of transmittal and related documents;

                  (2) keep the Exchange Offer open for acceptance for a period
         of not less than 20 Business Days after the date notice thereof is
         mailed to the Holders (or longer if required by applicable law) (such
         period referred to herein as the "Exchange Period");


                                       5
<PAGE>   6



                  (3) utilize the services of the Depositary for the Exchange
         Offer with respect to Notes represented by a global certificate;

                  (4) permit each Holder to withdraw tendered Notes at any time
         prior to the close of business, New York City time, on the last
         Business Day of the Exchange Period, by sending to the institution
         specified in the notice to Holders, a telegram, telex, facsimile
         transmission or letter setting forth the name of such Holder, the
         series and amount of Notes delivered for exchange, and a statement that
         such Holder is withdrawing its election to have such Notes exchanged;

                  (5) notify each Holder that any Notes not tendered by such
         Holder in the Exchange Offer will remain outstanding and continue to
         accrue interest but will not retain any rights under this Agreement
         (except in the case of the Initial Purchasers and Participating
         Broker-Dealers as provided herein); and

                  (6) otherwise comply in all respects with all applicable laws
         relating to the Exchange Offer.

         As soon as practicable after the close of the Exchange Offer, the
Company shall:

                      (x) accept for exchange all Notes or portions thereof
         tendered and not validly withdrawn pursuant to the Exchange Offer;

                      (y) deliver, or cause to be delivered, to the Trustee for
         cancellation all Notes or portions thereof so accepted for exchange by
         the Company; and

                      (z) issue, and cause the Trustee under the Indenture to
         promptly authenticate and deliver to each Holder, Exchange Notes equal
         in principal amount to the principal amount of the Notes surrendered by
         such Holder.

         Interest on each of the Exchange Notes issued pursuant to the Exchange
Offer will accrue from the last date on which interest was paid on the Notes
surrendered in exchange therefor or, if no interest has been paid on such Notes,
from the Issue Date. To the extent not prohibited by any law or applicable
interpretation of the staff of the SEC, the Company shall use its reasonable
best efforts to complete the Exchange Offer as provided above, and shall comply
with the applicable requirements of the Securities Act, the Exchange Act and
other applicable laws in connection with the Exchange Offer. The Exchange Offer
shall not be subject to any conditions other than the conditions referred to in
Section 2(b)(i) below and those conditions that are customary in similar
exchange offers. Each Holder of Registrable Notes who wishes to exchange such
Registrable Notes for Exchange Notes in the Exchange Offer will be required to
make certain customary representations in connection therewith, including
representations that (i) it is not an Affiliate of the Company, (ii) it is not a
broker-dealer tendering Registrable Notes acquired directly from the Company,
(iii) the Exchange Notes to be received by it are being acquired in the ordinary
course of its business and (iv) at the time of the Exchange Offer, it has no
arrangements or understandings with any Person to participate in the
distribution (within the


                                       6
<PAGE>   7


meaning of the Securities Act) of Exchange Notes. The Company shall inform the
Initial Purchasers, after consultation with the Trustee, of the names and
addresses of the Holders to whom the Exchange Offer is made, and the Initial
Purchasers shall have the right to contact such Holders in order to facilitate
the tender of Registrable Notes in the Exchange Offer.

         Upon consummation of the Exchange Offer in accordance with this Section
2(a), the provisions of this Agreement shall continue to apply, mutatis
mutandis, solely with respect to Exchange Notes held by Participating
Broker-Dealers to the extent of any prospectus delivery requirement for a period
of 60 days after the Exchange Offer is consummated, and the Company shall not
have any further obligation to register the Registrable Notes held by any Holder
(other than any Initial Purchaser) pursuant to Section 2(b) of this Agreement.

         (b) Shelf Registration. In the event that (i) the Company reasonably
determines, after conferring with counsel (which may be in-house counsel), that
the Exchange Offer Registration provided in Section 2(a) above is not available
under applicable law and regulations and currently prevailing interpretations of
the staff of the SEC, (ii) the Exchange Offer is not consummated within 245
calendar days after the Issue Date or (iii) upon the request of any Initial
Purchaser with respect to any Registrable Notes held by it, if such Initial
Purchaser is not permitted, in the written opinion of Jones, Day, Reavis &
Pogue, pursuant to applicable law or applicable interpretations of the staff of
the SEC, to participate in the Exchange Offer and thereby receive securities
that are freely tradeable without restriction under the Securities Act and
applicable blue sky or state securities laws (any of the events specified in
(i), (ii) or (iii) being a "Shelf Registration Event," and the date of
occurrence thereof being the "Shelf Registration Event Date"), then in addition
to or in lieu of conducting the Exchange Offer contemplated by Section 2(a), as
the case may be, the Company shall promptly notify the Holders and shall, at its
cost, use its reasonable best efforts to cause to be filed as promptly as
practicable after such Shelf Registration Event Date, a Shelf Registration
Statement providing for the sale by the Holders of such Registrable Notes, and
shall use its reasonable best efforts to have such Shelf Registration Statement
declared effective by the SEC as soon as practicable. No Holder of Registrable
Notes shall be entitled to include any of its Registrable Notes in any Shelf
Registration pursuant to this Agreement unless and until such Holder agrees in
writing to be bound by all of the provisions of this Agreement applicable to
such Holder and furnishes to the Company in writing, within 10 days after
receipt of a request therefor, such information as the Company may, after
conferring with counsel with regard to information relating to Holders that
would be required by the SEC to be included in such Shelf Registration Statement
or Prospectus included therein, reasonably request for inclusion in any Shelf
Registration Statement or Prospectus included therein. Each Holder as to which
any Shelf Registration is being effected agrees to furnish to the Company all
information with respect to such Holder necessary to make the information
previously furnished to the Company by such Holder not materially misleading.

         In the case of a Shelf Registration Event arising under clause (iii) of
the preceding paragraph, the Company, upon request of such Initial Purchaser,
and to the extent permitted by applicable law, shall, simultaneously with the
delivery of the Exchange Notes in the Exchange Offer, issue and deliver to the
Initial Purchaser, in exchange (the "Private Exchange") for such Notes held by
the Initial Purchaser, a like principal amount of debt securities of the Company
that are identical in all material respects to the Exchange Notes other than
transfer restrictions (the "Private Exchange Notes") and which are issued
pursuant to the same indenture as the Exchange Notes. The term Exchange Notes
shall include the Private Exchange Notes unless the


                                       7
<PAGE>   8


context otherwise requires and the Private Exchange Notes shall have such rights
in addition to the rights granted under this Section 2(b). To the extent
permitted the Private Exchange Notes shall bear the same CUSIP number as the
Exchange Notes.

         The Company agrees to use its reasonable best efforts to keep the Shelf
Registration Statement continuously effective and the Prospectus usable for
resales until the earlier of: (A) the end of the Rule 144(k) Period or (B) such
time as all of the Registrable Notes covered by the Shelf Registration Statement
have been sold pursuant to the Shelf Registration Statement or cease to be
Registrable Notes (the "Effectiveness Period"). The Company shall not permit any
securities other than (1) the Company's issued and outstanding securities
currently possessing incidental registration rights and (2) Registrable Notes to
be included in the Shelf Registration. The Company will, in the event a Shelf
Registration Statement is declared effective, provide to each Holder a
reasonable number of copies of the Prospectus which is a part of the Shelf
Registration Statement, notify each such Holder when the Shelf Registration has
become effective and take any other action required to permit unrestricted
resales of the Registrable Notes. The Company further agrees, if necessary, to
supplement or amend the Shelf Registration Statement, if required by the rules,
regulations or instructions applicable to the registration form used by the
Company for such Shelf Registration Statement or by the Securities Act or by any
other rules and regulations thereunder for shelf registrations, and the Company
agrees to furnish to the Holders of Registrable Notes copies of any such
supplement or amendment promptly after it has been filed with the SEC.

         (c) Expenses. The Company shall pay all Registration Expenses in
connection with any Registration Statement filed pursuant to Section 2(a) or
2(b) hereof. Except as provided herein, each Holder shall pay all expenses of
its counsel, underwriting discounts and commissions and transfer taxes, if any,
relating to the sale or disposition of such Holder's Registrable Notes pursuant
to the Shelf Registration Statement.

         (d) Effective Registration Statement. An Exchange Offer Registration
Statement pursuant to Section 2(a) hereof or a Shelf Registration Statement
pursuant to Section 2(b) hereof will not be deemed to have become effective
unless it has been declared effective by the SEC; provided, however, that if,
after it has been declared effective, the Exchange Offer or the offering of
Registrable Notes pursuant to such Shelf Registration Statement is interfered
with by any stop order, injunction or other order or requirement of the SEC or
any other governmental agency or court, the Exchange Offer Registration
Statement or Shelf Registration Statement will be deemed not to have been
effective during the period of such interference, until the Exchange Offer or
the offering of Registrable Notes pursuant to such Registration Statement may
legally resume. The Company will not be deemed to have used its reasonable best
efforts to cause the Exchange Offer Registration Statement or the Shelf
Registration Statement, as the case may be, to become or to remain effective
during the requisite period if it voluntarily takes any action that would result
in any such Registration Statement not being declared effective or that would
result in the Holders of Registrable Notes covered thereby not being able to
exchange or offer and sell such Registrable Notes during that period, unless
such action is required by applicable law.

         (e) Liquidated Damages. In the event that:

                  (i) the Exchange Offer Registration Statement is not filed
         with the Commission by the Filing Date, the Exchange Offer Registration
         Statement is


                                       8
<PAGE>   9



         not declared effective by the Commission by the Effective Date or the
         Exchange Offer is not consummated on or prior to the Consummation Date
         (unless changes in law or the applicable interpretation of the staff
         does not permit the Company to effect the Exchange Offer, in which case
         clause (ii) shall apply); or

                  (ii) any Shelf Registration Statement with respect to the
         Registrable Notes required to be filed pursuant to clause (i) or (iii)
         of Section 2(b) is not declared effective (or shall thereafter cease to
         be effective, except for a 60-day grace period within any 12 month
         period as the result of the occurrence of an event specified in Section
         3(e)(ii)(C), 3(e)(ii)(D), 3(e)(ii)(E) or 3(e)(ii)(F), prior to the
         earlier of the second anniversary of the Issue Date or until all
         Registrable Notes have been sold thereunder) under the Securities Act
         on or prior to the later of the 245th calendar day after the date of
         the original issuance of such Notes and the 60th calendar day after the
         publication of the change in law or interpretation referred to in
         Section 3(8)(ii) above;

         then liquidated damages ("Liquidated Damages") shall accrue on the
         principal amount of the Notes at a rate of 0.50% per annum for the
         first 90 days immediately following each such date and such Liquidated
         Damages rate shall increase to 1.0% per annum commencing on the 91st
         day following each such date; provided, however, that upon (A) filing
         of the Exchange Offer Registration Statement after the Filing Date or
         the declaration of the effectiveness of the Exchange Offer Registration
         Statement after the Effective Date or the consummation of the Exchange
         Offer after the Consummation Date, as applicable as described in clause
         (i) above or (B) the effectiveness of a Shelf Registration Statement
         after the 245th or 60th calendar day, as applicable, described in
         clause (ii) above (or if the Shelf Registration Statement ceased to be
         effective as described above, once the Shelf Registration Statement
         again becomes effective), such Liquidated Damages shall cease to
         accrue.

         Any amounts of Liquidated Damages due pursuant to Section 2(e)(i) or
(ii) above will be payable in cash on the next succeeding March 1 or September
1, as the case may be, to Holders on the relevant record dates for the payment
of interest pursuant to the Indenture.

         3. Registration Procedures. In connection with the obligations of the
Company pursuant to Sections 2(a) and 2(b) hereof, the Company shall use its
reasonable best efforts to:

         (a) prepare and file with the SEC a Registration Statement or
Registration Statements as prescribed by Sections 2(a) and 2(b) hereof within
the relevant time periods specified in Section 2 hereof on the appropriate form
under the Securities Act, (i) which form shall (A) be selected by the Company
and (B) in the case of a Shelf Registration, be available for the sale of the
Registrable Notes by the selling Holders thereof and, in the case of an Exchange
Offer, be available for the exchange of Registrable Notes, and (ii) comply as to
form in all material respects with the requirements of the applicable form and
include all financial statements required by the SEC to be filed therewith; and
to cause such Registration Statement to become effective and remain effective
(and, in the case of a Shelf Registration Statement, the Prospectus to remain
usable for resales) in accordance with Section 2 hereof; provided, however,


                                       9
<PAGE>   10


that if (1) such filing is pursuant to Section 2(b) or (2) a Prospectus
contained in an Exchange Offer Registration Statement filed pursuant to Section
2(a) is required to be delivered under the Securities Act by any Participating
Broker-Dealer who seeks to sell Exchange Notes, before filing any such
Registration Statement or Prospectus or any amendments or supplements thereto,
the Company shall furnish to a representative designated by the Majority Holders
(the "Representative") which, unless other notice is given to the Company, shall
be the Initial Purchasers and their counsel and afford such Persons a reasonable
opportunity to review copies of all such documents (including copies of any
documents to be incorporated by reference therein and all exhibits thereto which
have been previously filed with the SEC) proposed to be filed; and the Company
shall not file any such Registration Statement or Prospectus or any amendments
or supplements thereto in respect of which the Representative must be afforded
an opportunity to review prior to the filing of such document if the
Representative and their counsel shall reasonably object in a timely manner
unless required by law;

         (b) prepare and file with the SEC such amendments and post-effective
amendments to each Registration Statement as may be necessary to keep such
Registration Statement effective for the Exchange Period, the Effectiveness
Period or the Applicable Period, as the case may be, and cause each Prospectus
to be supplemented, if determined by the Company or requested by the SEC, by any
required prospectus supplement and as so supplemented to be filed pursuant to
Rule 424 (or any similar provision then in force) under the Securities Act, and
comply with the provisions of the Securities Act, the Exchange Act and the rules
and regulations promulgated thereunder applicable to it with respect to the
disposition of all securities covered by a Registration Statement during the
Effectiveness Period or the Applicable Period, as the case may be, in accordance
with the intended method or methods of distribution by the selling Holders
thereof described in this Agreement (including sales by any Participating
Broker-Dealer);

         (c) in the case of a Shelf Registration, (i) notify each Holder of
Registrable Notes, at least three Business Days prior to filing, that the Shelf
Registration Statement with respect to the Registrable Notes is being filed and
advising such Holder that the distribution of Registrable Notes will be made in
accordance with the method selected by the Majority Holders, (ii) furnish to
each Holder of Registrable Notes included in the Shelf Registration Statement
and to each underwriter of an underwritten offering of Registrable Notes, if
any, without charge, as many copies of each Prospectus, including each
preliminary prospectus, and any amendment or supplement thereto, and such other
documents as such Holder or underwriter may reasonably request, in order to
facilitate the public sale or other disposition of the Registrable Notes and
(iii) consent to the use of the Prospectus or any amendment or supplement
thereto by each of the selling Holders of Registrable Notes included in the
Shelf Registration Statement in connection with the offering and sale of the
Registrable Notes covered by the Prospectus or any amendment or supplement
thereto;

         (d) in the case of a Shelf Registration, register or qualify the
Registrable Notes under all applicable state securities or "blue sky" laws of
such jurisdictions by the time the Shelf Registration Statement is declared
effective by the SEC as any Holder of Registrable Notes covered by such
Registration Statement and each underwriter of an underwritten offering of
Registrable Notes shall reasonably request in writing in advance of such date of
effectiveness, and do any and all other acts and things which may be reasonably
necessary or advisable to enable such Holder and underwriter to consummate the
disposition in each such jurisdiction of


                                       10
<PAGE>   11


such Registrable Notes owned by such Holder; provided, however, that the Company
shall not be required to (i) qualify as a foreign corporation or as a dealer in
securities in any jurisdiction where it would not otherwise be required to
qualify but for this Section 3(d), (ii) file any general consent to service of
process in any jurisdiction where it would not otherwise be subject to such
service of process or (iii) subject itself to taxation in any such jurisdiction
if it is not then so subject;

         (e) (i) in the case of the Shelf Registration or (ii) if Participating
Broker-Dealers, from whom the Company has received prior written notice that
they will be utilizing the Prospectus contained in the Exchange Offer
Registration Statement as provided in Section 3(u) hereof, are seeking to sell
Exchange Notes and are required to deliver Prospectuses, promptly notify each
Holder of Registrable Notes or such Participating Broker-Dealers, as the case
may be, their counsel and the managing underwriters, if any, and promptly
confirm such notice in writing (A) when the applicable Registration Statement
has become effective and when any post-effective amendments thereto become
effective, (B) of any request by the SEC or any state securities authority for
amendments and supplements to the applicable Registration Statement or
Prospectus or for additional information after such Registration Statement has
become effective, (C) of the issuance by the SEC or any state securities
authority of any stop order suspending the effectiveness of the applicable
Registration Statement or the qualification of the Registrable Notes or the
Exchange Notes to be offered or sold by any Participating Broker-Dealer in any
jurisdiction described in Section 3(d) hereof or the initiation of any
proceedings for that purpose, (D) in the case of a Shelf Registration, if,
between the effective date of the Registration Statement and the closing of any
sale of Registrable Notes covered thereby, the representations and warranties of
the Company contained in any underwriting or other similar agreement cease to be
true and correct in all material respects, (E) of the happening of any event or
the failure of any event to occur or the discovery of any facts during the
Effectiveness Period, which makes any statement made in such Registration
Statement or the related Prospectus untrue in any material respect or which
causes such Registration Statement or Prospectus to omit to state a material
fact necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading, as well as any other
corporate developments, public filings with the SEC or similar events causing
such Registration Statement not to be effective or the Prospectus not useable
for resales and (F) of the reasonable determination of the Company that a
post-effective amendment to the applicable Registration Statement would be
appropriate;

         (f) obtain the withdrawal of any order suspending the effectiveness of
a Registration Statement at the earliest possible moment;

         (g) in the case of the Shelf Registration, furnish to each Holder of
Registrable Notes included within the coverage of the Shelf Registration
Statement, at no charge, at least one conformed copy of such Registration
Statement and any post-effective amendment thereto (without documents
incorporated therein by reference or exhibits thereto, unless requested);

         (h) in the case of the Shelf Registration, cooperate with the selling
Holders of Registrable Notes to facilitate the timely preparation and delivery
of certificates representing Registrable Notes to be sold and not bearing any
restrictive legends and in such denominations (consistent with the provisions of
the Indenture) and registered in such names as the selling


                                       11
<PAGE>   12


Holders or the underwriters may reasonably request at least two Business Days
prior to the closing of any sale of Registrable Notes pursuant to such Shelf
Registration Statement;

         (i) in the case of a Shelf Registration or an Exchange Offer
Registration, promptly after the occurrence of any event specified in Section
3(e)(ii)(C), 3(e)(ii)(E) (subject to a 60-day grace period within any 12-month
period) or 3(e)(ii)(F) hereof, prepare a supplement or post-effective amendment
to such Registration Statement or the related Prospectus or any document
incorporated therein by reference or file any other required document so that,
as thereafter delivered to the purchasers of Registrable Notes, such Prospectus
will not include any untrue statement of a material fact or omit to state a
material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading; and to notify each
Holder to suspend use of the Prospectus as promptly as practicable after the
occurrence of such an event, and each Holder hereby agrees to suspend use of the
Prospectus until the Company has so amended or supplemented the Prospectus;

         (j) in the case of the Shelf Registration, a reasonable time prior to
the filing of any document which is to be incorporated by reference into the
Shelf Registration Statement or the Prospectus after the initial filing of the
Shelf Registration Statement, provide a reasonable number of copies of such
document to the Representative and make such of the representatives of the
Company as shall be reasonably requested by the Representative on behalf of such
Holders available for discussion of such document;

         (k) obtain a CUSIP number and ISIN for the Exchange Notes not later
than the effective date of the Exchange Offer Registration Statement, and
provide the Trustee with certificates for the Exchange Notes in a form eligible
for deposit with the Depositary;

         (l) cause the Indenture to be qualified under the Trust Indenture Act
of 1939, as amended (the "TIA"), in connection with the registration of the
Exchange Notes or Registrable Notes, as the case may be, and effect such changes
to such document as may be required for it to be so qualified in accordance with
the terms of the TIA and execute, and cause the Trustee to execute, all
documents as may be required to effect such changes, and all other forms and
documents required to be filed with the SEC to enable such documents to be so
qualified in a timely manner;

         (m) in the case of the Shelf Registration, enter into such agreements
(including underwriting agreements) as are customary in underwritten offerings
and take all such other appropriate actions in connection therewith as are
reasonably requested by the Holders of at least 25% in aggregate principal
amount of the Registrable Notes in order to facilitate the disposition of the
Registrable Notes;

         (n) in the case of the Shelf Registration, whether or not an
underwriting agreement is entered into and whether or not the registration is an
underwritten registration, if requested by an Initial Purchaser, in the case
where such Initial Purchaser holds Notes acquired by it as part of its initial
placement or Private Exchange Notes: (i) make such representations and
warranties to Initial Purchasers and the underwriters (if any) with respect to
the business of the Company and the subsidiaries of the Company as then
conducted and the Registration Statement, Prospectus and documents, if any,
incorporated or deemed to be incorporated by reference therein, in each case, as
are customarily made by issuers to underwriters in


                                       12
<PAGE>   13


underwritten offerings, and confirm the same if and when requested; (ii) obtain
opinions of counsel to the Company and updates thereof (which may be in the form
of a reliance letter) in form and substance reasonably satisfactory to the
managing underwriters (if any) and the Initial Purchasers, addressed to the
Initial Purchasers and the underwriters (if any) covering the matters
customarily covered in opinions requested in underwritten offerings and such
other matters as may be reasonably requested by such underwriters (it being
agreed that the matters to be covered by such opinion may be subject to
customary qualifications and exceptions); (iii) obtain "cold comfort" letters
and updates thereof in form and substance reasonably satisfactory to the
managing underwriters from the independent certified public accountants of the
Company (and, if necessary, any other independent certified public accountants
of any business acquired by the Company for which financial statements and
financial data are, or are required to be, included in the Registration
Statement), addressed to each of the underwriters, such letters to be in
customary form and covering matters of the type customarily covered in "cold
comfort" letters in connection with underwritten offerings and such other
matters as reasonably requested by such underwriters in accordance with
Statement on Auditing Standards No. 72; and (iv) provide indemnification
provisions and procedures no less favorable than those set forth in Section 4
hereof (or such other provisions and procedures acceptable to Holders of a
majority in aggregate principal amount of Registrable Notes covered by such
Registration Statement and the managing underwriters) customary for such
agreements with respect to all parties to be indemnified pursuant to said
Section (including, without limitation, such underwriters and selling Holders);

         (o) if (i) the Shelf Registration is filed pursuant to Section 2(b) or
(ii) a Prospectus contained in an Exchange Offer Registration Statement filed
pursuant to Section 2(a) is required to be delivered under the Securities Act by
any Participating Broker-Dealer who seeks to sell Exchange Notes during the
Applicable Period, make reasonably available for inspection by any selling
Holder of Registrable Notes in such offering or Participating Broker-Dealer, as
applicable, any underwriter participating in any such disposition of Registrable
Notes, if any, and any attorney, accountant or other agent retained by any such
selling Holder, Participating Broker-Dealer, or underwriter (collectively, the
"Inspectors") at the offices where normally kept, during the Company's normal
business hours, all financial and other records, pertinent organizational and
operational documents and properties of the Company and its subsidiaries
(collectively, the "Records") as shall be reasonably necessary to enable them to
exercise any applicable due diligence responsibilities, and cause the officers,
trustees and employees of the Company and its subsidiaries to supply all
relevant information in each case reasonably requested by any such Person in
connection with such Registration Statement; and any Records and information
which the Company determines, in good faith, to be confidential and which it
notifies the Inspectors are confidential shall not be disclosed to any Inspector
except where (A) the disclosure of such Records or information is necessary to
avoid or correct a material misstatement or omission in such Registration
Statement, (B) the release of such Records or information is ordered pursuant to
a subpoena or other order from a court of competent jurisdiction or is necessary
in connection with any action, suit or proceeding or (C) such Records or
information previously have been made generally available to the public; and
each such selling Holder of Registrable Notes, Participating Broker-Dealer and
underwriter will be required to agree in writing that Records and information
obtained by it as a result of such inspections shall be deemed confidential and
shall not be used by it as the basis for any market transactions in the
securities of the Company unless and until such Records or information are made
generally available to the public through no fault of an Inspector; and each
such selling Holder, Participating Broker-Dealer and underwriter will be
required to further agree in writing that it


                                       13
<PAGE>   14


will, upon learning that disclosure of such Records or information is sought in
a court of competent jurisdiction or in connection with any action, suit or
proceeding, give notice to the Company and allow the Company at its expense to
undertake appropriate action to prevent disclosure of the Records and
information deemed confidential;

         (p) comply with all applicable rules and regulations of the SEC so long
as any provision of this Agreement shall be applicable and make generally
available to its securityholders earning statements satisfying the provisions of
Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar rule
promulgated under the Securities Act) no later than 45 days after the end of any
12-month period (or 90 days after the end of any 12-month period if such period
is a fiscal year) (i) commencing at the end of any fiscal quarter in which
Registrable Notes are sold to underwriters in a firm commitment or best efforts
underwritten offering and (ii) if not sold to underwriters in such an offering,
commencing on the first day of the first fiscal quarter of the Company after the
effective date of a Registration Statement, which statements shall cover said
12-month periods;

         (q) upon consummation of the Exchange Offer, if requested by the
Trustee, obtain an opinion of counsel to the Company addressed to the Trustee
for the benefit of all Holders of Registrable Notes participating in the
Exchange Offer, substantially to the effect that (i) the Company has duly
authorized, executed and delivered the Exchange Notes and (ii) each of the
Exchange Notes constitutes a legal, valid and binding obligation of the Company,
enforceable against the Company, in accordance with its respective terms (in
each case, with customary exceptions);

         (r) if the Exchange Offer is to be consummated, upon delivery of the
Registrable Notes by Holders to the Company (or to such other Person as directed
by the Company) in exchange for Exchange Notes, the Company shall mark, or cause
to be marked, on such Registrable Notes delivered by such Holders that such
Registrable Notes are being cancelled in exchange for Exchange Notes; it being
understood that in no event shall such Registrable Notes be marked as paid or
otherwise satisfied;

         (s) cooperate with each seller of Registrable Notes covered by any
Registration Statement and each underwriter, if any, participating in the
disposition of such Registrable Notes and their respective counsel in connection
with any filings required to be made with the NASD;

         (t) take all other steps necessary to effect the registration of the
Registrable Notes covered by the Shelf Registration Statement contemplated
hereby;

         (u) (i) in the case of the Exchange Offer Registration Statement (A)
include in the Exchange Offer Registration Statement a section entitled "Plan of
Distribution," which section shall be reasonably acceptable to the
Representative and which shall contain a summary statement of the positions
taken or policies made by the staff of the SEC with respect to the potential
"underwriter" status of any broker-dealer that holds Registrable Notes acquired
for its own account as a result of market-making activities or other trading
activities (a "Participating Broker-Dealer") and that will be the beneficial
owner (as defined in Rule 13d-3 under the Exchange Act) of Exchange Notes to be
received by such broker-dealer in the Exchange Offer, whether such positions or
policies have been publicly disseminated by the staff of the SEC or


                                       14
<PAGE>   15


such positions or policies, in the reasonable judgment of the Representatives or
such other representative, represent the prevailing views of the staff of the
SEC, including a statement that any such broker-dealer who receives Exchange
Notes for Registrable Notes pursuant to the Exchange Offer may be deemed a
statutory underwriter and must deliver a prospectus meeting the requirements of
the Securities Act in connection with any resale of such Exchange Notes, (B)
furnish to each Participating Broker-Dealer who has delivered to the Company the
notice referred to in Section 3(e), without charge, as many copies of each
Prospectus included in the Exchange Offer Registration Statement, including any
preliminary prospectus, and any amendment or supplement thereto, as such
Participating Broker-Dealer may reasonably request (the Company hereby consents
to the use of the Prospectus forming part of the Exchange Offer Registration
Statement or any amendment or supplement thereto by any Person subject to the
prospectus delivery requirements of the Securities Act, including all
Participating Broker-Dealers, in connection with the sale or transfer of the
Exchange Notes covered by the Prospectus or any amendment or supplement
thereto), (C) keep the Exchange Offer Registration Statement effective and amend
and supplement the Prospectus contained therein in order to permit such
Prospectus to be lawfully delivered by all Persons subject to the prospectus
delivery requirements of the Securities Act for such period of time as such
Persons must comply with such requirements under the Securities Act and
applicable rules and regulations in order to resell the Exchange Notes;
provided, however, that such period shall not be required to exceed 60 days (or
such longer period if extended pursuant to the last sentence of Section 3
hereof) (the "Applicable Period"), and (D) include in the transmittal letter or
similar documentation to be executed by an exchange offeree in order to
participate in the Exchange Offer (1) the following provision:

         "If the exchange offeree is a broker-dealer holding Registrable Notes
         acquired for its own account as a result of market-making activities or
         other trading activities, it will deliver a prospectus meeting the
         requirements of the Securities Act in connection with any resale of
         Exchange Notes received in respect of such Registrable Notes pursuant
         to the Exchange Offer";

and (2) a statement to the effect that, by making the acknowledgment described
in clause (1) and by delivering a Prospectus in connection with the exchange of
Registrable Notes, the broker-dealer will not be deemed to admit that it is an
underwriter within the meaning of the Securities Act; and

         (ii) in the case of the Exchange Offer Registration Statement, the
Company agrees to deliver to the Initial Purchasers, if reasonably requested by
an Initial Purchaser on behalf of the Participating Broker-Dealers upon
consummation of the Exchange Offer (A) an opinion of counsel in form and
substance reasonably satisfactory to such Initial Purchaser covering the matters
customarily covered in opinions requested in connection with exchange offer
registration statements and such other matters as may be reasonably requested
(it being agreed that the matters to be covered by such opinion may be subject
to customary qualifications and exceptions), (B) an officers' certificate
containing certifications substantially similar to those set forth in Section
5(c) of the Purchase Agreement and such additional certifications as are
customarily delivered in a public offering of debt securities and (C) upon the
effectiveness of the Exchange Offer Registration Statement, comfort letter(s),
in each case, in customary form if permitted by Statement on Auditing Standards
No. 72.


                                       15
<PAGE>   16


         The Company may require each seller of Registrable Notes as to which
any registration is being effected to furnish to the Company such information
regarding such seller as may be required by the staff of the SEC to be included
in a Registration Statement. The Company may exclude from such registration the
Registrable Notes of any seller who unreasonably fails to furnish such
information within a reasonable time after receiving such request. The Company
shall not have any obligation to register under the Securities Act the
Registrable Notes of a seller who so fails to furnish such information.

         In the case of the Shelf Registration Statement, or if Participating
Broker-Dealers who have notified the Company that they will be utilizing the
Prospectus contained in the Exchange Offer Registration Statement as provided in
this Section 3(u) hereof are seeking to sell Exchange Notes and are required to
deliver Prospectuses, each Holder agrees that, upon receipt of any notice from
the Company of the occurrence of any event specified in Section 3(e)(ii),
3(e)(ii)(C), 3(e)(ii)(E) or 3(e)(ii)(F) hereof, such Holder will forthwith
discontinue disposition of Registrable Notes or Exchange Notes, as the case may
be, pursuant to a Registration Statement until such Holder's receipt of the
copies of the supplemented or amended Prospectus contemplated by Section 3(i)
hereof or until it is advised in writing (the "Advice") by the Company that the
use of the applicable Prospectus may be resumed, and, if so directed by the
Company, such Holder will deliver to the Company (at the Company's expense) all
copies in such Holder's possession, other than permanent file copies then in
such Holder's possession, of the Prospectus covering such Registrable Notes or
Exchange Notes, as the case may be, current at the time of receipt of such
notice. If the Company shall give any such notice to suspend the disposition of
Registrable Notes or Exchange Notes, as the case may be, pursuant to a
Registration Statement, the Company shall use its reasonable best efforts to
file and have declared effective (if an amendment) as soon as practicable after
the resolution of the related matters an amendment or supplement to the
applicable Registration Statement and shall extend the period during which such
Registration Statement is required to be maintained effective and the Prospectus
usable for resales pursuant to this Agreement by the number of days in the
period from and including the date of the giving of such notice to and including
the date when the Company shall have made available to the Holders (x) copies of
the supplemented or amended Prospectus necessary to resume such dispositions or
(y) the Advice.

         4. Indemnification and Contribution.

         (a) In connection with any Registration Statement, the Company shall
indemnify and hold harmless the Initial Purchasers, each Holder, each
underwriter who participates in an offering of Registrable Notes, each
Participating Broker-Dealer, each Person, if any, who controls any of such
parties within the meaning of Section 15 of the Securities Act or Section 20 of
the Exchange Act and each of their respective directors, officers, employees and
agents (each, an "Indemnified Person"), against any and all losses, claims,
damages, liabilities, judgments, actions and expenses (including without
limitation and as incurred, reimbursement of all reasonable costs of
investigating, preparing, pursuing or defending any claim or action, or any
investigation or proceeding by any governmental agency or body, commenced or
threatened, including the reasonable fees and expenses of counsel to any
Indemnified Person) directly or indirectly caused by, related to, based upon,
arising out of or in connection with any untrue statement or alleged untrue
statement of a material fact contained in any Registration Statement (or any
amendment or supplement thereto) or any omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein, in light of


                                       16
<PAGE>   17


the circumstances under which they were made, not misleading, except insofar as
such losses, claims, damages, liabilities or expenses are caused by an untrue
statement or omission or alleged untrue statement or omission that is (i) made
in reliance upon and in conformity with information ("Indemnified Person
Information") relating to any Holder or any other Indemnified Person furnished
in writing to the Company by such Indemnified Person expressly for use in a
Registration Statement or any Prospectus or (ii) with respect to the Indemnified
Person from whom the person asserting the loss, claim, damage or liability
purchased Notes or Private Exchange Notes, made in any preliminary prospectus if
a copy of the Prospectus (as amended or supplemented) shall have been furnished
to the Indemnified Person by the Company with such amendments or supplements
thereto on a timely basis and such Prospectus (as amended or supplemented) was
not delivered by or on behalf of the Indemnified Person to the person asserting
the claim or action, if required by law to have been so delivered by the
Indemnified Person seeking indemnification, at or prior to the written
confirmation of the sale of such Notes or Private Exchange Notes, and it shall
be finally determined by a court of competent jurisdiction, by a judgment not
subject to appeal or review, that the Prospectus (as amended or supplemented)
would have corrected such untrue statement or omission. The Company shall notify
any applicable Indemnified Party promptly of the institution, threat or
assertion of any claim, proceeding (including any governmental investigation) or
litigation, of which it has knowledge, in connection with the matters addressed
by this Agreement which involves the Company or an Indemnified Person. In case
any action or proceeding (including any governmental investigation) shall be
brought or asserted against any Indemnified Person with respect to which
indemnity may be sought against an indemnifying party (or indemnifying parties),
such Indemnified Person shall promptly notify the indemnifying party (or
indemnifying parties) in writing (provided that the failure to give such notice
shall not relieve the indemnifying party (or indemnifying parties) of its or
their obligations pursuant to this Agreement unless and only to the extent such
failure to give notice results in the loss or compromise of any material rights
or defenses of the indemnifying party (or indemnifying parties) as determined by
a court of competent jurisdiction by a final judgment no longer subject to
appeal or review). Upon receiving such notice, the indemnifying party (or
indemnifying parties) shall be entitled to participate in any such action or
proceeding and to assume, at its or their sole expense, the defense thereof,
with counsel reasonably satisfactory to such Indemnified Person (who shall not,
except with the consent of the Indemnified Person, be counsel to the
indemnifying party (or indemnifying parties) or an affiliate thereof) and, after
written notice from the indemnifying party (or indemnifying parties) to such
Indemnified Person of its or their election so to assume the defense thereof
within 15 business days after receipt of the notice from the Indemnified Person
of such action or proceeding, the indemnifying party (or indemnifying parties)
shall not be liable to such Indemnified Person hereunder for legal expenses of
other counsel subsequently incurred by such Indemnified Person in connection
with the defense thereof, other than reasonable costs of investigation, unless
(A) the indemnifying party (or indemnifying parties) agrees in writing to pay
such fees and expenses, or (B) the indemnifying party (or indemnifying parties)
fails to assume such defense within the 15 business days specified above or
fails to employ counsel reasonably satisfactory to such Indemnified Person or
(C) the named parties to any such action or proceeding (including any impleaded
parties) include both such Indemnified Person and the indemnifying party (or
indemnifying parties) or its or their affiliates, and such Indemnified Person
shall have been advised by counsel that a conflict (actual or potential) of
interest exists between such Indemnified Person and the indemnifying party (or
indemnifying parties) or its or their affiliates, in which case, if such
Indemnified Person notifies the indemnifying party (or indemnifying parties) in
writing, neither the indemnifying party (or


                                       17
<PAGE>   18


indemnifying parties) nor its or their affiliates shall have the right to assume
the defense thereof, it being understood, however, that the indemnifying party
(or indemnifying parties) shall not, in connection with any one such action or
proceeding or separate but substantially similar or related actions or
proceedings in the same jurisdiction arising out of the same general allegations
or circumstances, be liable for the reasonable fees and expenses of more than
one separate firm of attorneys (in addition to any local counsel) at any time
for all Indemnified Persons. No indemnifying party shall be liable for any
settlement of any such action or proceeding effected without its prior written
consent. Notwithstanding the foregoing sentence, if at any time an Indemnified
Person shall have requested the indemnifying party (or indemnifying parties) to
reimburse the Indemnified Person for fees and expenses of counsel as
contemplated by the second sentence of this paragraph, the indemnifying party
(or indemnifying parties) agrees that it or they shall be liable for any
settlement of any proceeding effected without its or their written consent if
(1) such settlement is entered into more than 60 business days after receipt by
the indemnifying party (or indemnifying parties) of the aforesaid request and
(2) the indemnifying party (or indemnifying parties) shall not have reimbursed
the Indemnified Person in accordance with such request prior to the date of such
settlement. The indemnifying party (or indemnifying parties) shall not, without
the prior written consent of each Indemnified Person, settle or compromise or
consent to the entry of judgment in or otherwise seek to terminate any pending
or threatened action, claim, litigation or proceeding in respect of which
indemnification or contribution may be sought hereunder (whether or not any
Indemnified Person is a party thereto), unless such settlement, compromise,
consent or termination includes an unconditional release of each Indemnified
Person from all liability arising out of such action, claim, litigation or
proceeding.

         (b) Each of the Indemnified Persons agrees, severally and not jointly,
to indemnify and hold harmless the Company, its directors, its officers, and any
person controlling (within the meaning of Section 15 of the Act or Section 20 of
the Exchange Act) the Company, to the same extent as the foregoing indemnity
from the Company to each of the Indemnified Persons, but only with respect to
claims and actions based on any Indemnified Person Information provided by such
Indemnified Person.

         (c) If the indemnification provided for in this Section 4 is for any
reason unavailable to or insufficient to hold harmless an indemnified party in
respect of any losses, claims, damages, liabilities or expenses referred to
herein, then the Company or the Indemnified Persons, as applicable, in lieu of
indemnifying such indemnified party, shall contribute to the amount paid or
payable by such indemnified party as a result of such losses, claims, damages,
liabilities and expenses in such proportion as is appropriate to reflect the
relative fault of the indemnifying parties and the indemnified party, as well as
any other relevant equitable considerations. The relative fault of the Company
on the one hand, and the indemnified party, on the other hand, shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact related to information supplied by the Company, on the one hand,
or the Indemnified Persons, on the other hand, and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission. The indemnity and contribution obligations of the Company
set forth in this Section 4 shall be in addition to any liability or obligation
that the Company may otherwise have (other than with respect to the matters
covered by this Section 4) to any Indemnified Person.


                                       18
<PAGE>   19


         (d) The Company and the Indemnified Persons agree that it would not be
just and equitable if contribution pursuant to this Section 4 were determined by
pro rata allocation (even if the Indemnified Persons were treated as one entity
for such purpose) or by any other method of allocation that does not take
account of the equitable considerations referred to in the immediately preceding
paragraph. The amount paid or payable by an indemnified party as a result of the
losses, claims, damages, liabilities or expenses referred to in the immediately
preceding paragraph shall be deemed to include any legal or other expenses
reasonably incurred by such indemnified party in connection with investigating
or defending any such action or claim. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be
entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation. The Indemnified Persons' obligations to contribute pursuant
to this Section 4 are several not joint. In no event shall any Holder, its
directors, officers or any Person who controls such Holder be liable or
responsible for any amount in excess of the amount by which the total amount
received by such Holder with respect to its sale of Registrable Notes pursuant
to a Registration Statement exceeds (i) the amount paid by such Holder for such
Registrable Notes and (ii) the amount of any damages that such Holder, its
directors, officers or any Person who controls such Holder has otherwise been
required to pay by reason of such untrue or alleged untrue statement or omission
or alleged omission.

         5. Participation in an Underwritten Registration. No Holder may
participate in an underwritten registration hereunder unless such Holder (a)
agrees to sell such Holder's Registrable Notes on the basis provided in the
underwriting arrangement approved by the Persons entitled hereunder to approve
such arrangements and (b) completes and executes all reasonable questionnaires,
powers of attorney, indemnities, underwriting agreements, lock-up letters and
other documents reasonably required under the terms of such underwriting
arrangements.

         6. Selection of Underwriters. The Holders of Registrable Notes covered
by the Shelf Registration Statement who desire to do so may sell the Notes
covered by such Shelf Registration in an underwritten offering, subject to the
provisions of Section 3(m) hereof. In any such underwritten offering, the
underwriter or underwriters and manager or managers that will administer the
offering will be selected by the Holders of a majority in aggregate principal
amount, as applicable, of the Registrable Notes included in such offering;
provided, however, that such underwriters and managers must be reasonably
satisfactory to the Company.

         7. Miscellaneous.

         (a) Rule 144 and Rule 144A. For so long as the Company is subject to
the reporting requirements of Section 13 or 15 of the Exchange Act and any
Registrable Notes remain outstanding, the Company will file the reports required
to be filed by it under the Securities Act and Section 13(a) or 15(d) of the
Exchange Act and the rules and regulations adopted by the SEC thereunder;
provided, however, that if the Company ceases to be so required to file such
reports, it will, upon the request of any Holder of Registrable Notes (i) make
publicly available such information as is necessary to permit sales of its
securities pursuant to Rule 144 under the Securities Act, (ii) deliver such
information to a prospective purchaser as is necessary to permit sales of its
securities pursuant to Rule 144A under the Securities Act and (iii) take such
further action that is reasonable in the circumstances, in each case, to the
extent required from time to time to enable such Holder to sell its Registrable
Notes without registration under the


                                       19
<PAGE>   20


Securities Act within the limitation of the exemptions provided by (A) Rule 144
under the Securities Act, as such rule may be amended from time to time, (B)
Rule 144A under the Securities Act, as such rule may be amended from time to
time or (C) any similar rules or regulations hereafter adopted by the SEC. Upon
the request of any Holder of Registrable Notes, the Company will deliver to such
Holder a written statement as to whether it has complied with such requirements.

         (b) No Inconsistent Agreements. The Company has not entered into, nor
will the Company on or after the date of this Agreement enter into, any
agreement that is inconsistent with the rights granted to the Holders of
Registrable Notes in this Agreement or otherwise conflicts with the provisions
hereof, except to the extent that the other party to any such agreement has
waived such conflict. The rights granted to the Holders hereunder do not in any
way conflict with and are not inconsistent with the rights granted to the
holders of the Company's other issued and outstanding securities under any such
agreements.

         (c) Amendments and Waivers. The provisions of this Agreement, including
the provisions of this sentence, may not be amended, modified or supplemented,
and waivers or consents to departures from the provisions hereof may not be
given, unless the Company has obtained the written consent of Holders of a
majority in aggregate principal amount of the outstanding Registrable Notes
affected by such amendment, modification, supplement, waiver or departure;
provided that no amendment, modification or supplement or waiver or consent to
departure with respect to the provisions of Section 4 hereof shall be effective
as against any Holder of Registrable Notes unless consented to in writing by
such Holder of Registrable Notes. Notwithstanding the foregoing sentence, (i)
this Agreement may be amended, without the consent of any Holder of Registrable
Notes, by written agreement signed by the Company and the Initial Purchasers, to
cure any ambiguity, to correct or supplement any provision of this Agreement
that may be inconsistent with any other provision of this Agreement, (ii) this
Agreement may be amended, modified or supplemented, and waivers and consents to
departures from the provisions hereof may be given, by written agreement signed
by the Company and the Initial Purchasers to the extent that any such amendment,
modification, supplement, waiver or consent is, in their reasonable judgment,
necessary or appropriate to comply with applicable law (including any
interpretation of the staff of the SEC) or any change therein and (iii) to the
extent any provision of this Agreement relates to an Initial Purchaser, such
provision may be amended, modified or supplemented, and waivers or consents to
departures from such provisions may be given, by written agreement signed by
such Initial Purchaser and the Company.

         (d) Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, registered
first-class mail, telex, telecopier, or any courier guaranteeing overnight
delivery (i) if to a Holder, at the most current address given by such Holder to
the Company by means of a notice given in accordance with the provisions of this
Section 7(d), which address initially is, with respect to each Initial
Purchaser, the address set forth in the Purchase Agreement; and (ii) if to the
Company, initially at the Company's address set forth in the Purchase Agreement
and thereafter at such other address, notice of which is given in accordance
with the provisions of this Section 7(d).

         All such notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; five Business
Days after being deposited in the mail, postage prepaid, if mailed; when
answered back, if telexed; when receipt is


                                       20
<PAGE>   21


acknowledged, if telecopied; and on the next Business Day, if timely delivered
to an air courier guaranteeing overnight delivery.

         Copies of all such notices, demands, or other communications shall be
concurrently delivered by the Person giving the same to the Trustee, at the
address specified in the Indenture.

         (e) Successors and Assigns. This Agreement shall inure to the benefit
of and be binding upon the successors, assigns and transferees of the Initial
Purchasers, including, without limitation and without the need for an express
assignment, subsequent Holders; provided, however, that nothing herein shall be
deemed to permit any assignment, transfer or other disposition of Registrable
Notes in violation of the terms of the Purchase Agreement or the Indenture. If
any transferee of any Holder shall acquire Registrable Notes, in any manner,
whether by operation of law or otherwise, such Registrable Notes shall be held
subject to all of the terms of this Agreement, and by taking and holding such
Registrable Notes, such Person shall be conclusively deemed to have agreed to be
bound by and to perform all of the terms and provisions of this Agreement and
such Person shall be entitled to receive the benefits hereof.

         (f) Third Party Beneficiaries. Each Holder and any Participating
Broker-Dealer shall be third party beneficiaries of the agreements made
hereunder among the Initial Purchasers and the Company, and the Initial
Purchasers shall have the right to enforce such agreements directly to the
extent it deems such enforcement necessary or advisable to protect its rights or
the rights of Holders hereunder.

         (g) Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

         (h) Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

         (i) GOVERNING LAW. THIS AGREEMENT SHALL BE DEEMED TO HAVE BEEN MADE IN
THE STATE OF NEW YORK. THE VALIDITY AND INTERPRETATION OF THIS AGREEMENT, AND
THE TERMS AND CONDITIONS SET FORTH HEREIN, SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING, WITHOUT
LIMITATION, SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW
AND RULE 327(B) OF THE NEW YORK CIVIL PRACTICE LAWS AND RULES.

         (j) Jurisdiction, Etc.

                  (i) The Company hereby irrevocably and unconditionally
         submits, for itself and its property, to the nonexclusive jurisdiction
         of any New York State court or federal court of the United States of
         America sitting in The City of New York, and any appellate court from
         any thereof, in any action or proceeding arising out of or relating to
         this Agreement or the Notes, Exchange


                                       21
<PAGE>   22



         Notes or the Private Exchange Notes, or for recognition or enforcement
         of any judgment, and the Company hereby irrevocably and unconditionally
         agrees that all claims in respect of any such action or proceeding may
         be heard and determined in any such New York State court or, to the
         extent permitted by law, in such federal court. The Company hereby
         agrees that service of process in any such action or proceeding brought
         in any such New York State court or in such federal court may be made
         upon the Company at its offices at 100 West Fifth Street, Tulsa,
         Oklahoma 74103, Attention: Corporate Secretary (the "Process Agent"),
         and hereby further agrees that the failure of the Process Agent to give
         any notice of any such service to the Company shall not impair or
         affect the validity of such service or of any judgment rendered in any
         action or proceeding based thereon. The Company agrees that a final
         judgement in any such action or proceeding shall be conclusive and may
         be enforced in other jurisdictions by suit on the judgment or in any
         other manner provided by law. Nothing in this Agreement shall affect
         any right that any party may otherwise have to bring any action or
         proceeding relating to this Agreement or the Notes, the Exchange Notes
         or the Private Exchange Notes in the courts of any jurisdiction.

                  (ii) The Company irrevocably and unconditionally waives, to
         the fullest extent it may legally and effectively do so, any objection
         that it may now or hereafter have to the laying of venue of any suit,
         action or proceeding arising out of or relating to this Agreement or
         the Notes, the Exchange Notes or the Private Exchange Notes in any New
         York State or federal court. The Company hereby irrevocably waives, to
         the fullest extent permitted by law, the defense of an inconvenient
         forum to the maintenance of such action or proceeding in any such
         court.

                  (iii) To the extent that the Company has or hereafter may
         acquire any immunity from the jurisdiction of any court or from any
         legal process (whether through service of notice, attachment prior to
         judgment, attachment in aid of execution, execution or otherwise) with
         respect to itself or its property, the Company hereby irrevocably
         waives such immunity in respect of its obligations under this Agreement
         and the Notes, the Exchange Notes or the Private Exchange Notes.

         (k) Severability. In the event that any one or more of the provisions
contained herein, or the application thereof in any circumstance, is held
invalid, illegal or unenforceable, the validity, legality and enforceability of
any such provision in every other respect and of the remaining provisions
contained herein shall not be affected or impaired thereby.

         (l) Securities Held by the Company or its Affiliates. Whenever the
consent or approval of Holders of a specified percentage of Registrable Notes is
required hereunder, Registrable Notes held by the Company or its Affiliates
shall not be counted in determining whether such consent or approval was given
by the Holders of such required percentage.

                            [signature page follows]


                                       22
<PAGE>   23


         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.
                              ONEOK, INC.


                              By: /s/ Jim Kneale
                                  ----------------------------------------------
                                  Name:  Jim Kneale
                                  Title: Vice President, Chief Financial
                                         Officer and Treasurer

Confirmed and accepted as of
      the date first above
      written:



BANC OF AMERICA SECURITIES LLC
On behalf of itself and the Initial Purchasers


By: /s/ Lynn McConnell
    -------------------------------------
    Name:  Lynn McConnell
    Title: Managing Director


                                      S-1