Common LP Unit have substantially equivalent economic provisions.
Fixed Overhead Payment: KUE and/or one or more of its subsidiaries will pay $20 million annually to KULG in quarterly installments beginning July 7, 2006 pursuant to the Fixed Overhead Payment Agreement as an agreed upon payment to provide for the reimbursement of expenses and other costs incurred by KULG on behalf of KUE and its subsidiaries (including, but not limited to, salaries and bonuses of KULG employees providing services to KUE and its subsidiaries, fees and expenses relating to financing transactions and acquisitions, professional fees and other administrative expenses). To the extent that the U.S. $2,500,000 fee payable pursuant to an existing management services agreement with Knowledge Learning Corporation is paid to any person or entity other than a subsidiary of KUE, the amount payable to KULG by KUE will be reduced by the amount of such payment to such other person or entity. The $20 million annual fee will terminate upon the Initial Listing (as defined below) or the sale of KUE to a person or entity that is not a KUE LLC Entity.
Voting Rights: The General Partner will manage and operate KUE.
The Investors will have no voting rights on matters affecting Company business with respect to their Common LP Units in KUE because the Investors will be limited partners of KUE. Notwithstanding the foregoing, subject to certain exceptions, KUE must obtain the consent of (a) the holders of a majority of the Common LP Units unaffiliated with the Principals to amend the Limited Partnership Agreement in a manner that is adverse to the Common LP holders and (b) the holders of at least 90% of the Common LP Units unaffiliated with the Principals to amend the “Equal Merger Consideration Provision” described above. In addition, the General Partner ‘may not take any action fo (a) alter or add to its Articles or {b) alter or add to its Memorandum with respect to any objects, powers or other maiters specified therein that would adversely affect the rights of holders of Class A Shares without the affirmative vote of the holders of a majority of the Class A Shares.
Holders of the Class A Shares of the General Partner will have one vote per share. The holders cof Class B Shares, will have in the aggregate one more vote than the requisite legal vote required to approve particular matters. In addition, the Investors will have the right to elect directors to the Board of Directors of the General Partner as set forth in “Board of Directors” below.
The Class B Shares will automatically convert to Class A Shares if the Principals' aggregate direct and indirect economic interest in KUE is less than 15% of the
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