Preview | Purchase Agreement |

1. Introductory. KCS Energy, Inc., a Delaware corporation (the Company), proposes, subject to the terms and conditions stated herein, to issue and sell to the several initial purchasers named in Schedule A hereto (the Purchasers) U.S. $100,000,000 aggregate principal amount of its 7 1/8% Senior Notes due 2012 (the Offered Securities) to be issued as additional securities under an indenture, dated as of April 1, 2004, (the Original Indenture) as amended by the First Supplemental Indenture thereto (the First Supplemental Indenture), dated as of April 8, 2005 (the Original Indenture as amended and supplemented by the First Supplemental Indenture, the Indenture), among the Company, KCS Resources, Inc., a Delaware corporation, Medallion California Properties Company, a Texas corporation, KCS Energy Services, Inc., a Delaware corporation, and Proliq, Inc., a New Jersey corporation (collectively, the Guarantors), and U.S. Bank National Association, as Trustee. The Offered Securities are Additional Securities (as defined in the Indenture) to the $175,000,000 aggregate principal amount of 7 1/8% Senior Notes due 2012 previously issued and outstanding, and shall constitute a single class therewith under the Indenture.

The holders of the Offered Securities will be entitled to the benefits of a Registration Rights Agreement, to be dated as of the Closing Date (as defined below), among the Company, the Guarantors and the Purchasers (the Registration Rights Agreement), pursuant to which the Company agrees to file a registration statement with the Securities Exchange Commission (the Commission) registering the resale of the Offered Securities under the United States Securities Act of 1933, as amended (the Securities Act).

The Company and the Guarantors hereby agree with the several Purchasers as follows:

2. Representations and Warranties of the Company and the Guarantors. The Company and the Guarantors, jointly and severally, represent and warrant to, and agree with, the several Purchasers that:

(a) A preliminary offering circular and an offering circularrelating to the Offered Securities to be offered by the Purchasers have been prepared by the Company. Such preliminary offering circular and offering circular (the Offering Circular), as supplemented as of the date of this Agreement, together with any other document incorporated by reference therein and any other document approved by the Company for use in connection with the contemplated resale of the Offered Securities are hereinafter collectively referred to as the Offering Document. On the date of this Agreement, the Offering Document does not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Offering Document based upon written information furnished to the Company by any Purchaser through Credit Suisse First Boston LLC (CSFB) specifically for use therein, it being understood and agreed that the only such information is that described as such in Section 7(b) hereof. Except as disclosed in the Offering Document, on the date of this

Agreement, the Companys Annual Report on Form 10-K most recently filed with the Commission and all subsequent reports (collectively, the Exchange Act Reports) that have been filed by the Company with the Commission or sent to stockholders pursuant to the Securities Exchange Act of 1934 (the Exchange Act) do not include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Such documents, when they were filed with the Commission, conformed in all material respects to the requirements of the Exchange Act and the rules and regulations of the Commission thereunder.

(b) The Company has been duly incorporated and is a validly existing corporation in good standing under the laws of the State of Delaware, with corporate power and authority to own or lease and operate its properties and conduct its business as described in the Offering Document and to enter into and perform its obligations under this Agreement; the Company is duly qualified to transact business as a foreign corporation and is in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified would not have a material adverse effect on the condition (financial or other), business, properties or results of operations of the Company and its subsidiaries taken as a whole (Material Adverse Effect); and, to the Companys knowledge, no proceeding has been instituted in any jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail, such power and authority or qualification; and the Company does not own, lease or license any asset or property or conduct any material business outside of the United States.

(c) The entities listed on Schedule B hereto are the only subsidiaries, direct or indirect, of the Company (the Subsidiaries).

(d) Each Subsidiary has been duly incorporated and is a validly existing corporation in good standing under the laws of the jurisdiction of its incorporation, with corporate power and authority to own and lease and operate its properties and conduct its business as described in the Offering Document and to enter into and perform its obligations under this Agreement; each Subsidiary is duly qualified to transact business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified would not have a Material Adverse Effect; and all of the issued and outstanding capital stock of each Subsidiary has been duly authorized and validly issued and is fully paid and nonassessable and is owned by the Company, directly or through subsidiaries, free from liens, encumbrances and defects, except for liens resulting from the Companys credit facility and pledges under such credit facility.

(e) Except for the Registration Rights Agreement, there are no contracts, agreements or understandings between the Company or any Subsidiary and any person granting such person the right to require the Company or such Subsidiary to file a registration statement under the Securities Act with respect to any securities of the Company or such Subsidiary or to require the Company or such Subsidiary to include such securities with the Offered Securities and Subsidiary Guarantees registered pursuant to any registration statement.

(f) The Original Indenture and the First Supplemental Indenture have been duly authorized by all necessary corporate action; the Offered Securities have been duly authorized by all necessary corporate action; the Original Indenture has been, and when the Offered Securities are delivered and paid for pursuant to this Agreement on the Closing Date (as defined in Section 3), the First Supplemental Indenture will have been duly executed and delivered, such Offered Securities will have been duly executed, authenticated, issued and delivered and will conform in all material respects to the description thereof contained in the Offering Document and the Indenture and such Offered Securities will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors rights and to general equity principles.

(g) As of the Closing Date, the Original Indenture has been qualified under, and the Indenture conforms in all material respects to, the requirements of the United States Trust Indenture Act of 1939, as amended (the Trust Indenture Act), and the rules and regulations of the Commission applicable to an indenture which is qualified thereunder.

(h) On the Closing Date, the Exchange Securities (as defined in the Registration Rights Agreement) will have been duly authorized by the Company and the Guarantors; and when the Exchange Securities are issued, executed and authenticated in accordance with the terms of the Registration Rights Agreement and the Indenture, the Exchange Securities will be entitled to the benefits of the Indenture and will be the valid and legally binding obligations of the Company and the Guarantors, enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors rights and to general equity principles.

(i) The Subsidiary Guarantee (as defined in the Indenture) to be endorsed on the Exchange Securities by each Guarantor has been duly authorized by each such Guarantor and, when issued, will have been duly executed and delivered by each such Guarantor and will conform to the description thereof contained in the Offering Document; and when the Exchange Securities have been issued, executed and authenticated in accordance with the terms of the Registration Rights Agreement and the Indenture, the Subsidiary Guarantee of each Guarantor endorsed thereon will constitute valid and legally binding obligations of such Guarantor, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors rights and to general equity principles.

(j) There are no contracts, agreements or understandings between the Company and any person that would give rise to a valid claim against the Company or any Purchaser for a brokerage commission, finders fee or other like payment, other than the fees and compensation to be paid to the Purchasers in accordance with this Agreement.

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