Every indexed document

then the distribution or income or loss allocation that would otherwise be attributable to such

at the time of any distribution or income or loss allocation pursuant to the Partnership

determined on the basis of a year of 365 or 366 days

divided by the number of all outstanding Units

to the Profits Participation Limited Partner in an amount equal to: (a) the number of Units

pursuant to Subsections (a) and (b) in proportion as follows: (a) to the Common Limited

but in no case may a distribution pursuant to this bullet

to the Common Limited Partners and the General Partner in proportion to and to the extent

funding operating and other expenses of KUE

funding capital expenditures of subsidiaries and joint

(iii) offer Partners the opportunity to exchange their Common LP Units

(ii) distribute some or all of KUE's interest in such subsidiary not sold in connection with

KUE may (i) retain some or all of KUE's interest in such subsidiary not sold in connection with

including without limitation a restructuring or reorganization

the General Partner will have at least two Independent

including any such individuals appointed by

and (b) meet the definition of ""independent director"" set forth

provided that the outside Investor appointing two directors pursuant to the paragraph

including to accommodate investors that invest subsequent to the initial closing of the

Investors will have the right to elect directors to the Board of Directors of