EXHIBIT 99.6
_____________ ___, 2004
EXCHANGE AGENT AGREEMENT
The Bank of New York Trust Company, N.A.
Plaza of the Americas
Corporate Trust Division
000 Xxxxx Xxxxx Xxxxxx, Xxxxx 000
Xxxxxx, Xxxxx 00000
Ladies and Gentlemen:
KCS Energy, Inc., a Delaware corporation (the "Company"), proposes to
make an offer (the "Exchange Offer") to exchange up to $175,000,000 aggregate
principal amount of its 7.125% Senior Notes due 2012 (the "Exchange Notes"), for
a like principal amount of its outstanding 7.125% Senior Notes Due 2012 (the
"Outstanding Notes"). The terms and conditions of the Exchange Offer as
currently contemplated are set forth in a prospectus (the "Prospectus" included
in the registration statement of the Company on Form S-4 (File Nos. 333- and
333- ), [as amended (the "Registration Statement"))] filed with the
Securities and Exchange Commission (the "SEC"), and proposed to be distributed
to all record holders of the Outstanding Notes who acquired such Outstanding
Notes pursuant to an exemption from the registration requirements under the
Securities Act of 1933, as amended (the "Securities Act"). The Outstanding Notes
and the Exchange Notes are collectively referred to herein as the "Notes" or the
"Securities." Capitalized terms used herein and not defined shall have the
respective meanings ascribed to them in the Prospectus or the accompanying
Letter of Transmittal (as defined below).
The Company hereby appoints The Bank of New York Trust Company, N.A. to
act as exchange agent (the "Exchange Agent") in connection with the Exchange
Offer. References hereinafter to "you" shall refer to The Bank of New York Trust
Company, N.A.
The Exchange Offer is expected to be commenced by the Company on or
about ____________ ___, 2004, after the Registration Statement filed by the
Company is declared effective under the Securities Act (the "Effective Time"),
which shall be on or about ____________ ___, 2004. The letter of transmittal
("Letter of Transmittal") accompanying the Prospectus is to be used by the
holders of the Outstanding Notes to accept the Exchange Offer, and contains
instructions with respect to the delivery of Outstanding Notes tendered. The
Exchange Agent's obligations with respect to receipt and inspection of the
Letter of Transmittal in connection with the Exchange Offer shall be satisfied
for all purposes hereof by inspection of the electronic message transmitted to
the Exchange Agent by Exchange Offer participants in accordance with the
Automated Tender Offer Program ("ATOP") of the Depositary Trust Company ("DTC"),
and by otherwise observing and complying with all procedures established by DTC
in connection with ATOP, to the extent that ATOP is utilized by Exchange Offer
participants.
The Exchange Offer shall expire at 5:00 p.m., New York City time,
on , 2004 or on such later date or time to which the Company may extend the
Exchange Offer (the "Expiration Date"). Subject to the terms and conditions set
forth in the Prospectus, the Company expressly reserves the right to extend the
Exchange Offer from time to time and may extend the Exchange Offer by giving
oral (confirmed in writing) or written notice to you at any time before
9:00 a.m., New York City time, on the business day following the previously
scheduled Expiration Date, and in such case the term "Expiration Date" shall
mean the time and date on which such Exchange Offer as so extended shall expire.
The Company expressly reserves the right, in its sole discretion, to
delay, amend or terminate the Exchange Offer, and not to accept for exchange any
Outstanding Notes not theretofore accepted for exchange upon the occurrence of
certain events, including any of the conditions of the Exchange Offer specified
in the Prospectus under the caption "The Exchange Offer -- Conditions to the
Exchange Offer." The Company will give to you as promptly as practicable oral
(confirmed in writing) or written notice of any delay, amendment, termination or
non-acceptance.
In carrying out your duties as Exchange Agent, you are to act in
accordance with the following instructions:
1. You will perform such duties and only such duties as are
specifically set forth herein or in the section of the Prospectus captioned "The
Exchange Offer", or in the Letter of Transmittal accompanying the Prospectus and
such duties which are necessarily incidental thereto; provided however, that in
no way will your general duty to act in good faith be discharged by the
foregoing.
2. You will establish a book-entry account with respect to the
Outstanding Notes at The Depository Trust Company (the "Book-Entry Transfer
Facility") for purposes of the Exchange Offer within two business days after the
date of the Exchange Agent Agreement (the "Agreement"), and any financial
institution that is a participant in the Book-Entry Transfer Facility's systems
may make book-entry delivery of the Outstanding Notes by causing the Book-Entry
Transfer Facility to transfer such Outstanding Notes into your account in
accordance with the Book-Entry Transfer Facility's procedure for such transfer.
3. As soon as practicable after receipt, you are to examine each of the
Letters of Transmittal and certificates for Outstanding Notes (or confirmation
of book-entry transfers into your account at the Book-Entry Transfer Facility)
and any other documents delivered or mailed to you by or for holders of the
Outstanding Notes in connection with tenders of Outstanding Notes, to ascertain
whether: (i) the Letters of Transmittal, certificates and any such other
documents are duly executed and properly completed in accordance with
instructions set forth therein and in the Prospectus and that such book-entry
confirmations are in due and proper form and contain the information required to
be set forth therein, and (ii) the Outstanding Notes have otherwise been
properly tendered in accordance with the Prospectus and the Letter of
Transmittal. In each case where (i) the Letter of Transmittal or any other
document has been improperly completed or executed, (ii) book-entry
confirmations are not in due and proper form or omit certain information or
(iii) any of the certificates for Outstanding Notes are not in proper form for
transfer or some other irregularity in connection with the acceptance of the
Exchange Offer exists, you will endeavor to inform the presenters of the need
for fulfillment of all requirements and to take any other action as may be
necessary or advisable to cause such irregularity to be corrected. If such
condition is not promptly remedied by the presenters, you shall report such
condition to the Company and await its direction. All questions as to the
validity, form, eligibility (including timelines of receipt), acceptance and
withdrawal of any Outstanding Notes tendered or delivered by the Company shall
be determined by the Company, in its sole discretion.
4. With the approval of any of the Chief Executive Officer, Chief
Financial Officer or Secretary of the Company (such approval, if given orally,
promptly to be confirmed in writing) or any other party designated by such
officer in writing, you are authorized to waive any irregularities in connection
with any tender of Outstanding Notes pursuant to the Exchange Offer.
5. Tenders of Outstanding Notes may be made only as set forth in the
Letter of Transmittal and in the section of the Prospectus captioned "The
Exchange Offer -- Procedures for Tendering" and Outstanding Notes shall be
considered properly tendered to you only when tendered in accordance with the
procedures set forth therein. Notwithstanding the provisions of this paragraph
5, Outstanding Notes
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which the Chief Executive Officer, Chief Financial Officer or the Secretary of
the Company or any other party designated by any such officer in writing shall
approve as having been properly tendered shall be considered to be properly
tendered (such approval, if given orally, promptly shall be confirmed in
writing).
6. You shall advise the Company with respect to any Outstanding Notes
delivered subsequent to the Expiration Date and accept its instructions with
respect to disposition of such Outstanding Notes.
7. The Company reserves the absolute right (i) to reject any or all
tenders of any particular Outstanding Notes determined by the Company not to be
in proper form or the acceptance or exchange of which may, in the opinion of the
Company's counsel, be unlawful and (ii) to waive any of the conditions of the
Exchange Offer or any defect or irregularity in the tender of any particular
Outstanding Notes, and the Company's determination of the terms and conditions
of the Exchange offer (including the Letter of Transmittal and Notice of
Guaranteed Delivery and the instructions set forth therein) will be final and
binding.
8. You shall accept tenders:
(a) in cases where the Outstanding Notes are registered in two or
more names only if signed by all named holders;
(b) in cases where the signing person (as indicated on the Letter of
Transmittal) is acting in a fiduciary or a representative capacity only when
proper evidence of his or her authority so to act is submitted; and
(c) from persons other than the registered holder of Outstanding
Notes provided that customary transfer requirements, including (i) any
endorsement of the Outstanding Note or delivery of a properly completed bond
power, in either case duly executed by each registered holder, (ii) payment of
applicable transfer taxes, and (iii) the requirements imposed by the transfer
restrictions on the Outstanding Notes (including any applicable requirements for
certifications, legal opinion or other information) are fulfilled.
You shall accept partial tenders of Outstanding Notes where so
indicated and as permitted in the Letter of Transmittal and deliver certificates
for Outstanding Notes to the transfer agent for the Outstanding Notes for
split-up and return any untendered Outstanding Notes to the holder (or such
other person as may be designated in the Letter of Transmittal) as promptly as
practicable after expiration or termination of the Exchange Offer.
9. Upon satisfaction or waiver of all of the conditions to the Exchange
Offer, the Company will notify you (such notice if given orally, promptly to be
confirmed in writing) of its acceptance, promptly after the Expiration Date, of
all Outstanding Notes properly tendered and you, on behalf of the Company, will
exchange such Outstanding Notes for Exchange Notes and cause such Outstanding
Notes to be canceled. Delivery of Exchange Notes will be made on behalf of the
Company by you at the rate of $1,000 principal amount of Exchange Notes for each
$1,000 principal amount of the Outstanding Notes tendered promptly after notice
(such notice if given orally, promptly to be confirmed in writing) of acceptance
of said Outstanding Notes by the Company; provided, however, that in all cases,
Outstanding Notes tendered pursuant to the Exchange Offer will be exchanged only
after timely receipt by you of certificates for such Outstanding Notes (or
confirmation of book-entry transfer into your account at the Book-Entry Transfer
Facility), a properly completed and duly executed Letter of Transmittal (or
facsimile thereof or an Agent's Message in lieu thereof) with any required
signature guarantees and any other
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required document. Unless otherwise instructed in writing by the Company, you
shall issue Exchange Notes only in denominations of $1,000 or any integral
multiple thereof.
10. Tenders pursuant to the Exchange Offer are irrevocable, except
that, subject to the terms and upon the conditions set forth in the Prospectus
and the Letter of Transmittal, Outstanding Notes tendered pursuant to the
Exchange Offer may be withdrawn at any time on or prior to 5:00 p.m., New York
City time, on the Expiration Date in accordance with the terms of the Exchange
Offer. You shall, after proper notification of such withdrawal, return such
Outstanding Notes to, or in accordance with the instructions of, the holder of
such Outstanding Notes and such Outstanding Notes shall no longer be considered
properly tendered. Any withdrawn Outstanding Notes may be tendered again
following procedures therefore described in the Prospectus at any time on or
prior to the Expiration Date.
11. The Company shall not be required to exchange any Outstanding Notes
tendered if any of the conditions set forth in the Exchange Offer are not met.
Notice of any decision by the Company not to exchange any Outstanding Notes
tendered shall be given (such notices if given orally, promptly shall be
confirmed in writing) by the Company to you.
12. If, pursuant to the Exchange Offer, the Company does not accept for
exchange all or part of the Outstanding Notes tendered because of an invalid
tender, the occurrence of certain other events set forth in the Prospectus under
the caption "The Exchange Offer -- Conditions to the Exchange Offer" or
otherwise, you shall as soon as practicable after the expiration or termination
of the Exchange Offer return those certificates for unaccepted Outstanding Notes
(or effect appropriate book-entry transfer), together with any related required
documents and the Letters of Transmittal relating thereto that are in your
possession, to the persons who deposited them (or effected such book-entry
transfer).
13. All certificates for reissued Outstanding Notes, unaccepted
Outstanding Notes or Exchange Notes (other than those effected by book-entry
transfer) shall be forwarded by (a) first-class mail, postage pre-paid under a
blanket surety bond protecting you and the Company from loss or liability
arising out of the non-receipt or non-delivery of such certificates or (b) by
registered mail insured separately for the replacement value of each of such
certificates.
14. You are not authorized to pay or offer to pay any concessions,
commissions or solicitation fees to any broker, dealer, bank or other persons or
to engage or utilize any persons to solicit tenders.
15. As Exchange Agent hereunder you:
(a) will be regarded as making no representations and having no
responsibilities as to the validity, sufficiency, value or genuineness of any of
the Outstanding Notes deposited with you pursuant to the Exchange Offer, and
will not be required to and will make no representation as to the validity,
value or genuineness of the Exchange Offer;
(b) shall not take any legal action hereunder against any third
party, other than the Company, without the prior written consent of the Company,
and shall not be obligated to take any legal action hereunder which might in
your reasonable judgment involve any expense or liability, unless you shall have
been furnished with reasonable indemnity against such expense or liability;
(c) shall not be liable to the Company for any action taken or
omitted by you, or any action suffered by you to be taken or omitted, without
negligence, misconduct or bad faith on your part, by reason of or as a result of
the administration of your duties hereunder in accordance with the terms and
conditions of this Agreement or by reason of your compliance with the
instructions set forth herein or
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with any written or oral instructions delivered to you pursuant hereto, and may
reasonably rely on and shall be protected in acting in good faith in reliance
upon any certificate, instrument, opinion, notice, letter, facsimile or other
document or security delivered to you and reasonably believed by you to be
genuine and to have been signed by the proper party or parties;
(d) in connection with the administration of your duties hereunder
and in the absence of negligence, misconduct or bad faith on your part, may
reasonably rely upon any tender, statement, request, comment, agreement or other
instrument whatsoever, not only as to its due execution and validity and
effectiveness of its provisions, but also as to the truth and accuracy of any
information contained therein, which you shall in good faith reasonably believe
to be genuine or to have been signed or represented by a proper person or
persons;
(e) may rely on and shall be protected in acting upon written
notice or oral instructions from any officer of the Company authorized to
provide instructions under this Agreement;
(f) shall not advise any person tendering Outstanding Notes
pursuant to the Exchange Offer as to whether to tender or refrain from tendering
all or any portion of the Outstanding Notes or as to the market value, decline
or appreciation in market value of any Outstanding Notes that may or may not
occur as a result of the Exchange Offer or as to the market value of the
Exchange Notes and shall not solicit any holder of Outstanding Notes for the
purpose of causing such person to tender its Outstanding Notes;
(g) may consult with counsel with respect to any questions relating
to your duties and responsibilities, and the written advice or opinion of such
counsel shall be full and complete authorization and protection in respect of
any action taken, suffered or omitted by you hereunder in good faith and in
reliance thereon; and
(h) in the absence of negligence, willful misconduct or bad faith
on your part, shall in no event be liable for special, indirect or consequential
loss or damage of any kind whatsoever (including but not limited to lost
profits), even if you have been advised of the likelihood of such loss or damage
and regardless of the form of action.
16. As soon as practicable after your receipt of notification from the
Company as to the Effective Time, you shall send to all holders of Outstanding
Notes a copy of the Prospectus, the Letter of Transmittal (including
instructions for completing a substitute Form W-9), the notice of guaranteed
delivery (as described in the Prospectus) and such other documents
(collectively, the "Exchange Offer Documents") as may be furnished by the
Company to commence the Exchange Offer and take such other action as may from
time to time be requested by the Company or its counsel (and such other action
as you may reasonably deem appropriate) to furnish copies of the Exchange Offer
Documents or such other forms as may be approved from time to time by the
Company, to all holders of Outstanding Notes and to all persons reasonably
requesting such documents and to accept and comply with telephone and mail
requests for information relating to the Exchange Offer, provided that such
information shall relate only to the procedures for accepting (or withdrawing
from) the Exchange Offer. The Company will furnish you with copies of such
documents to enable you to perform your duties hereunder. All other requests for
information relating to the Exchange Offer shall be directed to the Company,
Attention: Xxxx Xxxxx (000) 000-0000.
17. You shall advise, by facsimile transmission or telephone, and
promptly thereafter confirm in writing to Xxxx Xxxxx (at the facsimile number
(000) 000-0000), and such other person or persons as the Company may request,
daily, and more frequently during the week immediately preceding the Expiration
Date and if otherwise requested by the Company, up to and including the
Expiration Date, as
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to the aggregate principal amount of Outstanding Notes which have been tendered
pursuant to the Exchange Offer and the items received by you pursuant to the
Exchange Offer and this Agreement, separately reporting and giving cumulative
totals as to items properly received and items improperly received. In addition,
you will also inform, and cooperate in making available to, the Company or any
such other person or persons as the Company requests in writing from time to
time prior to the Expiration Date of such other information as it or he or she
reasonably requests. Such cooperation shall include, without limitation, the
granting by you to the Company and such person as the Company may request of
access to those persons on your staff who are responsible for receiving tenders,
in order to ensure that immediately prior to the Expiration Date the Company
shall have received information in sufficient detail to enable it to decide
whether to extend the Exchange Offer. You shall prepare a final list of all
persons whose tenders were accepted, the aggregate principal amount of
Outstanding Notes tendered, the aggregate principal amount of Outstanding Notes
accepted and the identity of any participating Broker-Dealers and the aggregate
principal amount of Exchange Notes delivered to each, and deliver said list to
the Company promptly after the deadline for the Exchange Offer or the Expiration
Date.
18. Each Letter of Transmittal, Outstanding Note and any other document
received by you in connection with the Exchange Offer shall be stamped by you as
to the date and the time of receipt thereof (or if Outstanding Notes are
tendered by book-entry delivery, such form of record keeping of receipt as is
customary for tenders through ATOP) and, if defective, the date and time the
last defect was cured or waived by the Company. You shall retain all Outstanding
Notes and Letters of Transmittal and other related documents or correspondence
received by you until the Expiration Date. You shall return all such material to
the Company as soon as practicable after the Expiration Date. You shall dispose
of unused Letters of Transmittal and other surplus materials in accordance with
your customary procedures.
19. It is understood and agreed that the securities, money or property
to be deposited with or received by you as Exchange Agent (the "Property")
constitute a special, segregated account held solely for the benefit of the
Company and the tendering holders of Outstanding Notes as their interests may
appear, and the Property shall not be commingled with the money, assets or
properties of you or of any other person, firm or corporation. You hereby waive
any and all rights of lien, encumbrance, attachment or right of set-off
whatsoever, if any, that you may have with respect to the Property so deposited,
whether such rights arise by reason of applicable law, contract or otherwise.
20. For services rendered as Exchange Agent hereunder you shall be
entitled to such compensation and reimbursement of out-of-pocket expenses in
accordance with Schedule I hereto.
21. You hereby acknowledge receipt of the Prospectus, the Letter of
Transmittal and the other documents associated with the Exchange Offer attached
hereto and further acknowledge that you have examined each of them. Any
inconsistency between this Agreement, on the one hand, and the Prospectus, the
Letter of Transmittal and such other forms (as they may be amended from time to
time), on the other hand, shall be resolved in favor of the Prospectus, the
Letter of Transmittal and such other forms, except with respect to the duties,
liabilities and indemnification of you as Exchange Agent which shall be
controlled by this Agreement.
22. The Company agrees to indemnify and hold you harmless in your
capacity as Exchange Agent hereunder against any liability, cost or expense,
including reasonable-attorneys' fees and expenses, arising out of or in
connection with your appointment as Exchange Agent and the performance of your
duties hereunder, including, without limitation, any act, omission, delay or
refusal made by you in reasonable reliance upon any signature, endorsement,
assignment, certificate, order, request, notice, instruction or other instrument
or document reasonably believed by you to be valid, genuine and sufficient and
in accepting any tender or effecting any transfer of Outstanding Notes
reasonably believed by you in good faith to be authorized, and in delaying or
refusing in good faith to accept any tenders or effect any
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transfer of Outstanding Notes; provided, however, that the Company shall not be
liable for indemnification or otherwise for any loss, liability, cost or expense
to the extent arising out of your negligence, willful misconduct or bad faith.
In no case shall the Company be liable under this indemnity with respect to any
action, proceeding, suit or claim against you unless the Company shall be
notified by you, by letter or facsimile transmission confirmed by letter, of the
written assertion of any action, proceeding, suit or claim made or commenced
against you promptly after you shall have been served with the summons or other
first legal process or have received the first written assertion, giving
information as to the nature and basis of the action, proceeding, suit or claim.
The Company shall be entitled to participate at its own expense in the defense
of any such action, proceeding, suit or claim and if the Company so elects,
assume defense of such action, proceeding, suit or claim. In the event that the
Company assumes such defense, the Company shall not thereafter be liable for the
fees and expenses of any additional counsel that you retain. You agree that,
without the prior written consent of the Company (which consent shall not be
unreasonably withheld), you will not settle, compromise or consent to the entry
of any judgment in any pending or threatened claim, action or proceeding in
respect of which indemnification could be sought in accordance with the
indemnification provision of this Agreement (whether or not you are an actual or
potential party to such claim, action or proceeding). Under no circumstances
shall the Company be liable for the costs and expenses of any settlement of any
action, proceeding, suit or claim effected by you without the prior written
consent of the Company.
23. You shall arrange to comply with all requirements under the tax
laws of the United States, including those relating to missing Tax
Identification Numbers, and shall file any appropriate reports with the Internal
Revenue Service. The Company understands that you are required, in certain
instances, to backup withhold at the applicable rate with respect to interest
paid on the Exchange Notes and proceeds from the sale, exchanger redemption or
retirement of the Exchange Notes from holders who have not supplied their
correct Taxpayer Identification Numbers or required certification. Such funds
will be turned over to the Internal Revenue Service in accordance with
applicable regulations.
24. You shall notify the Company of the amount of any transfer taxes
payable in respect of the exchange of Outstanding Notes and shall deliver or
cause to be delivered, in a timely manner, to each governmental authority to
which any transfer taxes are payable in respect of the exchange of Outstanding
Notes your check in the amount of all transfer taxes so payable, and, subject to
the provisions of Section 8(c) of this Agreement, the Company shall reimburse
you for the amount of any and all transfer taxes payable in respect of the
exchange of Outstanding Notes; provided however, that you shall reimburse the
Company for amounts refunded to you in respect of your payment of any such
transfer taxes, at such time as such refund is received by you.
25. This Agreement and your appointment as Exchange Agent hereunder
shall be construed and enforced in accordance with the laws of the State of New
York applicable to agreements made and to be performed entirely within such
state, and without regard to conflicts of law principles, and shall inure to the
benefit of, and the obligations created hereby shall be binding upon, the
successors and permitted assigns of each of the parties hereto and nothing in
this Agreement, express or implied, is intended to or shall confer upon any
other person any right, benefit or remedy of any nature whatsoever under or by
reason of this Agreement. Without limitation of the foregoing, the parties
hereto expressly agree that no holder of Outstanding Notes or Exchange Notes
shall have any right, benefit or remedy of any nature whatsoever under or by
reason of this Agreement.
26. The Company and you hereby submit to the exclusive jurisdictions of
the Federal and state courts in the state of Texas in any suit or proceeding
arising out of or relating to this Agreement or the transactions contemplated
hereby.
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27. This Agreement may be executed in two or more counterparts, each of
which shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement.
28. In case any provision of this Agreement shall be invalid, illegal
or unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.
29. This Agreement shall not be deemed or construed to be modified,
amended, rescinded, canceled or waived, in whole or in part, except by a written
instrument signed by a duly authorized representative of the party to be
charged.
30. Unless otherwise provided herein, all notices, requests and other
communications to any party hereunder shall be in writing (including facsimile)
and shall be given to such party, addressed to it, at its address or telecopy
number set forth below:
If to the Company:
KCS Energy, Inc.
0000 Xxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attention: Xxxx Xxxxx
With a copy to:
If to the Exchange Agent:
The Bank of New York Trust Company, N.A.
Plaza of the Americas
Corporate Trust Division
000 Xxxxx Xxxxx Xxxxxx, Xxxxx 000
Xxxxxx, Xxxxx 00000
31. Unless terminated earlier by the parties hereto, this Agreement
shall terminate 90 days following the Expiration Date. Notwithstanding the
foregoing, Paragraphs 19 and 22 shall survive the termination of this Agreement.
Upon any termination of this Agreement, you shall promptly deliver to the
Company any certificates for Notes, funds or property (including, without
limitation, Letters of Transmittal and any other documents relating to the
Exchange Offer) then held by you as Exchange Agent under this Agreement.
32. You may resign from your duties under this Agreement by giving to
the Company 30 days' prior written notice. If you resign or become incapable of
acting as Exchange Agent and the Company fails to appoint a new exchange agent
within a period of 30 days after it has been notified in writing of such
resignation or incapacity by you, the Company shall appoint a successor exchange
agent or assume all of the duties and responsibilities of the Exchange Agent.
Any successor exchange agent shall be vested with the same powers, rights,
duties and responsibilities as if it had been originally named as Exchange Agent
without any further act or deed; but you shall deliver and transfer to the
successor exchange agent any Property at the time held by you hereunder, and
execute and deliver any further assurance, conveyance, act or deed necessary for
such purpose.
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33. This Agreement shall be binding and effective as of the date
hereof.
Please acknowledge receipt of this Agreement and confirm the
arrangements herein provided by signing and returning the enclosed copy.
KCS ENERGY, INC.
By:
--------------------------------
Name:
Title:
Accepted as of the date
first above written:
THE BANK OF NEW YORK TRUST COMPANY
By:
-----------------------------------
Name:
Title:
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