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UNDERWRITING AGREEMENT
March 4, 1998
K N Energy, Inc.
000 Xxx Xxxxxx Xxxxxx
Xxxxxxxx, XX 00000-0000
Dear Sirs and Mesdames:
We (the "LEAD MANAGERS") are acting on behalf of the underwriters
(including ourselves) named below (such underwriters being herein called the
"UNDERWRITERS"), and we understand that K N Energy, Inc., a Kansas corporation
(the "COMPANY"), proposes to issue and sell $300 million aggregate initial
offering price of its 6.80% senior notes due 2008 (the "DEBT SECURITIES"). (The
Debt Securities are also referred to herein as the "OFFERED SECURITIES"). The
Debt Securities will be issued pursuant to the provisions of an Indenture dated
as of November 20, 1993 (the "INDENTURE") between the Company and First Trust
National Association, as Trustee (the "TRUSTEE"), as supplemented.
Subject to the terms and conditions set forth or incorporated by
reference herein, the Company hereby agrees to sell to the several Underwriters,
and each Underwriter agrees, severally and not jointly, to purchase from the
Company the respective principal amounts of Debt Securities set forth below
opposite their names at a purchase price of 99.102% of the principal amount of
Debt Securities:
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PRINCIPAL AMOUNT OF
NAME DEBT SECURITIES
---- ---------------
Xxxxxx Xxxxxxx & Co. Incorporated $60,000,000
BancAmerica Xxxxxxxxx Xxxxxxxx $48,000,000
Chase Securities Inc. $48,000,000
Xxxxxx Brothers Inc. $48,000,000
X.X. Xxxxxx Securities Inc. $48,000,000
NationsBanc Xxxxxxxxxx Securities LLC $48,000,000
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Total.............................................. $300,000,000
The Underwriters will pay for the Offered Securities upon delivery
thereof at the offices of Xxxxx Xxxx & Xxxxxxxx, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx,
XX 00000 at 10:00 a.m. (New York City time) on March 9, 1998, or at such other
time, not later than 5:00 p.m. (New York City time) on March 16, 1998, as shall
be designated by the Lead Managers. The time and date of such payment and
delivery are hereinafter referred to as the Closing Date.
Terms of Debt Securities
The Offered Securities shall have the terms set forth in the Prospectus
dated January 30, 1998, and the Prospectus Supplement dated March 4, 1998,
including the following:
Maturity Date: March 1, 2008
Interest Rate: 6.80%
Redemption Provisions: Redeemable in whole or in part,
at the option of the Company at
any time, at redemption prices
as set forth in the form of note
security representing the Debt
Securities
Interest Payment Dates: March 1 and September 1
commencing September 1,
1998
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Form and Denomination: Book entry, $1,000 minimum
denomination and integral
multiples thereof
All provisions contained in the document entitled K N Energy, Inc. Underwriting
Agreement Standard Provisions (Debt Securities) dated March 4, 1998, a copy of
which is attached hereto, are herein incorporated by reference in their entirety
and shall be deemed to be a part of this Agreement to the same extent as if such
provisions had been set forth in full herein, except that (i) if any term
defined in such document is otherwise defined herein, the definition set forth
herein shall control, and (ii) all references in the Standard Provisions to the
"MANAGER" shall be deemed to be to the "LEAD MANAGERS", as defined herein.
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Please confirm your agreement by having an authorized officer sign a copy
of this Agreement in the space set forth below.
Very truly yours,
XXXXXX XXXXXXX & CO. INCORPORATED
BANCAMERICA XXXXXXXXX XXXXXXXX
XXXXXX BROTHERS INC.
CHASE SECURITIES INC.
X.X. XXXXXX SECURITIES INC.
NATIONSBANC XXXXXXXXXX
SECURITIES LLC
Acting severally on behalf of themselves and the
several Underwriters named herein
By: XXXXXX XXXXXXX & CO.
INCORPORATED
By: /s/ Xxxxxx X. Xxxxxxxxxx III
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Xxxxxx X. Xxxxxxxxxx III
Vice President
Accepted:
K N ENERGY, INC.
By: /s/ E. Xxxxx Xxxxxxxxx
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E. Xxxxx Xxxxxxxxx
Vice President and Treasurer
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