Every indexed document

2/11ths will be allocated or held for the benefit of persons other

KUE LLC will contribute all of its assets to KUE. In addition

cash equivalents and senior capitalization as of December 31

2006 under the Fixed Overhead Payment Agreement)

$150 million of existing debt plus accrued interest (including through application of a

(H) to develop new products and services

then the sale process will be managed by the

transactions and arrangements described in

and the Fixed Overhead Payment described above

or any other transaction that the Independent

as long as the securities otherwise have

multiplied by the number of Units held by the

for the Profits Participation Limited Partner

to return the Partners' Capital Contributions to

and whether certain tax elections are made

will be the holder of the Profits Participation

and certain other persons designated by KULG

payment at the initial closing of the offering of

which will be distributed promptly to the holders

a Delaware limited liability company (""KUE LLC"")