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EXHIBIT 4.1




 

 






KCS Energy, Inc.




7 1/8 % Senior Notes due 2012




First Supplemental Indenture




Dated as of April 8, 2005




to




Indenture




Dated as of April 1, 2004




U.S. Bank National Association,




as Trustee




 

 






 









 





     FIRST SUPPLEMENTAL INDENTURE (the “Supplemental Indenture”), dated as of April 8, 2005 to
the INDENTURE, dated as of April 1, 2004 (the “Original Indenture” and, as so amended and
supplemented by this Supplemental Indenture, the “Indenture”), among KCS ENERGY, INC., a Delaware
corporation (the “Company”), each of the GUARANTORS (as defined herein) and U.S. BANK NATIONAL
ASSOCIATION, as trustee (the “Trustee”).



RECITALS OF THE COMPANY




     WHEREAS, pursuant to the Original Indenture, the Company established and issued a series of
its Securities (as defined in the Indenture) designated as its 7 1/8% Senior Notes due 2012 (the
“Securities”) in the initial aggregate principal amount of $175,000,000 (the “Initial Securities”);



     WHEREAS, Section 2.2 of the Original Indenture provides that the Company may issue Additional
Securities under the Indenture subsequent to the Issue Date, subject to Section 4.3 of the
Indenture; provided, however, in no event may the Company issue any Additional Securities if, as a
result of any such issuance, the aggregate principal amount of Securities outstanding would exceed
the maximum aggregate principal amount of Securities permitted under the Existing Credit Facilities
or any other Credit Facilities, in each case as in effect on the date of such issuance, which shall
form a single series with the other Securities and shall have the same terms, without consent of
any Holder;



     WHEREAS, the Company represents that the issuance of the Additional Securities is in
compliance with Section 4.3 of the Indenture and would not exceed the maximum aggregate amount of
Securities permitted under the Existing Credit Facilities and the other Credit Facilities as in
effect on the date of issuance of the Additional Securities;



     WHEREAS, pursuant to Section 9.1(9) of the Original Indenture, the Company, the Guarantors and
the Trustee may amend or supplement the Original Indenture to provide for the issuance of
Additional Securities in accordance with the Original Indenture;



     WHEREAS, the Company desires to issue $100,000,000 aggregate principal amount of Additional
Securities which will be part of the same series as the Initial Securities;



     WHEREAS, the conditions set forth in the Original Indenture for the execution and delivery of
this Supplemental Indenture have been complied with; and



     WHEREAS, all things necessary to make this Supplemental Indenture a valid agreement of the
Company and the Trustee, in accordance with its terms, and a valid amendment of, and supplement to,
the Original Indenture have been done.



     NOW THEREFORE:



     Pursuant to Section 2.2 of the Indenture, there is hereby authorized for issuance,
authentication and delivery under the Indenture $100,000,000 aggregate principal amount of
Additional Securities of the same series as the Initial Securities issued under the Original
Indenture, and in consideration of the premises and the purchase and acceptance of the Additional
Securities by the Holders thereof, the Company mutually covenants and agrees with



 









 





the Trustee, for the equal and proportionate benefit of all Holders of the Securities, that
the Original Indenture is hereby supplemented and amended, to the extent and for the purposes
expressed herein, as follows:




ARTICLE I




AMENDMENTS TO THE ORIGINAL INDENTURE




Section 1.1 Amendments to Original Indenture




     The Original Indenture is hereby amended and supplemented as follows:



     (a) The series of Securities established by the Original Indenture hereby shall be increased
by the issuance of Additional Securities in an aggregate principal amount of $100,000,000, which
shall form a single series with the Initial Securities and be subject to, and be entitled to the
benefits, of the Indenture. The Additional Securities will be issued on April 8, 2005. Interest
on the Additional Securities shall accrue from April 1, 2005, which is the most recent date to
which interest on the Initial Securities has been paid. The Additional Securities initially shall
be Restricted Global Securities entitled to the benefits of the Registration Rights Agreement
relating to the Additional Securities.



     (b) The form of the Securities, including the Additional Securities, is set forth in Exhibit A
to the Original Indenture and the form of the Subsidiary Guarantee is set forth in Exhibit D to the
Original Indenture and such forms with respect to the Additional Securities shall contain such
changes as may be appropriate to reflect the issuance of the Additional Securities (including the
accrual of interest from April 1, 2005) and the amendment of the Original Indenture by this
Supplemental Indenture. The Additional Securities initially shall bear a separate CUSIP number
from that for the Securities until an exchange offer for the Additional Securities has been
consummated in accordance with the Registration Rights Agreement. The Additional Securities
initially shall bear the Private Placement Legend until such legend may be removed in accordance
with the Indenture.



     (c) All references to the Securities in the Original Indenture and the form of the Securities
set forth in the Original Indenture shall be amended, supplemented and deemed to include the
Additional Securities issued hereunder.



ARTICLE II




MISCELLANEOUS




Section 2.1 Defined Terms




     Unless otherwise provided in this Supplemental Indenture, all defined terms used in this
Supplemental Indenture shall have the meanings assigned to them in the Original Indenture.



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Section 2.2 Conflict with Trust Indenture Act




     If any provision hereof limits, qualifies or conflicts with a provision of the Trust Indenture
Act that is required under such Act to be a part of and govern this Supplemental Indenture, the
latter provision shall control. If any provision of this Supplemental Indenture modifies or
excludes any provision of the Trust Indenture Act that may be so modified or excluded, the latter
provision shall be deemed to apply to this Supplemental Indenture as so modified or excluded, as
the case may be.



Section 2.3 Effect of Headings




     The Article and Section headings herein are for convenience only and shall not affect the
construction hereof.



Section 2.4 Successors and Assigns




     All covenants and agreements in this Supplemental Indenture by the Company shall bind its
successors, whether so expressed or not.



Section 2.5 Separability Clause




     In case any provision in this Supplemental Indenture or in the Securities (including the
Additional Securities) 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.



Section 2.6 Governing Law




     This Supplemental Indenture, the Securities (including the Additional Securities) and the
Subsidiary Guarantees shall be governed by and construed and enforced in accordance with the law of
the State of New York.



Section 2.7 Acceptance by Trustee




     The Trustee accepts the amendments to the Original Indenture effected by this Supplemental
Indenture and agrees to execute the trusts created by the Indenture, but only upon the terms and
conditions set forth in the Indenture. Without limiting the generality of the foregoing, the
Trustee assumes no responsibility for the correctness of the recitals contained herein, which shall
be taken as the statements of the Company, and except as provided in the Indenture the Trustee
shall not be responsible or accountable in any way whatsoever for or with respect to the validity
or execution or sufficiency of this Supplemental Indenture and the Trustee makes no representation
with respect thereto.



Section 2.8 Counterparts




     This Supplemental Indenture may be executed with counterpart signature pages or in any number
of counterparts, each of which so executed shall be an original, but such counterparts shall
together constitute but one and the same instrument.



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     IN WITNESS WHEREOF, the parties have caused this Supplemental Indenture to be duly executed as
of the date first written above.



	 	 	 	 	 	 	 
	 	 	KCS ENERGY, INC.
	 
	 	 	 	 	 	 
	

	 	By:
	 	 	 	/s/ James W. Christmas
	 	 	 	 	 
	

	 	 	 	Name:
	 	James W. Christmas
	

	 	 	 	Title:
	 	Chief Executive Officer and
	

	 	 	 	 	 	Chairman of the Board
	 
	 	 	 	 	 	 
	 	 	GUARANTORS:
	 
	 	 	 	 	 	 
	 	 	KCS RESOURCES, INC.
	 
	 	 	 	 	 	 
	

	 	By:
	 	 	 	/s/ J. T. Leary
	 	 	 	 	 
	

	 	 	 	Name:
	 	J. T. Leary
	

	 	 	 	Title:
	 	Vice President and Chief Financial
	

	 	 	 	 	 	Officer
	 
	 	 	 	 	 	 
	 	 	MEDALLION CALIFORNIA PROPERTIES COMPANY
	 
	 	 	 	 	 	 
	

	 	By:
	 	 	 	/s/ J. T. Leary
	 	 	 	 	 
	

	 	 	 	Name:
	 	J. T. Leary
	

	 	 	 	Title:
	 	Vice President and Chief Financial
	

	 	 	 	 	 	Officer
	 
	 	 	 	 	 	 
	 	 	KCS ENERGY SERVICES, INC.
	 
	 	 	 	 	 	 
	

	 	By:
	 	 	 	/s/ J. T. Leary
	 	 	 	 	 
	

	 	 	 	Name:
	 	J. T. Leary
	

	 	 	 	Title:
	 	Vice President and Chief Financial
	

	 	 	 	 	 	Officer
	 
	 	 	 	 	 	 
	 	 	PROLIQ, INC.
	 
	 	 	 	 	 	 
	

	 	By:
	 	 	 	/s/ James W. Christmas
	 	 	 	 	 
	

	 	 	 	Name:
	 	James W. Christmas
	

	 	 	 	Title:
	 	President, Chief Executive Officer
	

	 	 	 	 	 	and Chairman of the Board
	 
	 	 	 	 	 	 
	 	 	U.S. BANK NATIONAL ASSOCIATION,

     as Trustee
	 
	 	 	 	 	 	 
	

	 	By:
	 	 	 	/s/ R. Prokosch
	 	 	 	 	 
	

	 	 	 	Name:
	 	Richard H. Prokosch
	

	 	 	 	Title:
	 	Vice President






Signature Page to KCS Energy, Inc. Supplemental Indenture, dated as of April 8, 2005