subsidiaries and joint ventures as designated by KULG other than the Principals and their affiliates), the vesting schedule of such interests, and whether certain tax elections are made by the recipients of such interests; provided, however, the total number of Profits Participation LP Units shall not exceed a number equal to eleven percent (11%) of the aggregate number of Partnership Units. Any increase in the number of Profits Participation LP Units following the sale of the first $1.5 billion of Common LP Units fo Investors requires a majority vote of the Independent Committee.
Subsequent to the completion of this offering, KUE may raise additional capital through the sale of equity or debt securities. KUE will not have any preferred limited partner units outstanding upon completion of this offering but KUE may issue limited partner units with preferences over the Common LP Units in the future and may amend the Limited Partnership Agreement accordingly.
Distributions: First, to the Common Limited Partners and the General Partner in proportion te and to the extent of their unreturned Capital Contributions, but in no case may a distribution pursuant to this paragraph exceed a Partner’s positive adjusted capital account balance;
Second, to the Common Limited Partners and the General Partner and the Profits Participation Limited Partner (with respect to Profits Participation Units theretofore allocated to persons other than the Principals and their Affiliates, if specified by the Profits Participation Limited Partner, but not with respect to more than 2/11ths of the Profits Participation Units) to the extent of an 8% preferred return;
Third, to the Profits Participation Limited Partner in the additional amount the Profits Participation Limited Partner would have received pursuant to the prior paragraph if it had fully participated in the distribution of the 8% preferred return with respect to ail outstanding Profits Participation Units; and
Fourth, to the Common Limited Partners, the Profits Participation Limited Partner, and the General Partner in proportion to the number of Units held by each such Partner.
Distributions may be made in cash or in kind. Allocations of income, gains, profits and losses are described in “The Structure of KUE and the General Partner’ in this Private Placement Memorandum.
The Limited Partnership Agreement gives the General Partner the authority to override the distribution provisions of the Limited Partnership Agreement described above in order to achieve the desired economic arrangement of KUE, which is: (i) first, to return the Partners’ Capital Contributions to them; (if) second, for the Common Limited Partners and the General Partner to receive their Preferred Return while the
30
HOUSE_OVERSIGHT_024463