Every indexed document

(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

to correct or supplement any provision herein which may be inconsistent with any other

powers or other matters specified therein that would adversely

KUE must obtain the consent of (a) the holders of a majority of the Common LP Units

subject to certain exceptions set forth in the

which will be distributed promptly to the holders of Common LP Units outstanding

2006 will pay an additional amount accruing at a rate of 0.67% per

Investors admitted during the Offering Period after the first closing of this

KUE may raise additional capital through the sale of equity

and whether certain tax elections are made by the recipients of such interests; provided

its subsidiaries and joint ventures as designated by KULG. At each