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LLC, a Delaware limited liability company ¢"KUE LLC”) through conversion of its preferred limited partner units, including accrued dividends at the option of KUE LLC, into Common LP Units) is U.S. $280.0 million. Subscriptions received will be promptly refunded if 280,000 Common LP Units are not issued for $1,000 per unit {in cash or preferred limited partner units) before the end of the Offering Period. Subscriptions paid in any closing will not otherwise be returned regardless of the size or occurrence of any subsequent closing. Investors admitted during the Offering Period after the first closing of this offering and after September 30, 2006 will pay an additional amount accruing at a rate of 0.67% per month calculated from the first closing date of the offering (pro- rated for partial periods) for each Common LP Unit purchased, which will be distributed promptly to the holders of Common LP Units outstanding prior to such admission in proportion to the number of Common LP Units held by such holders. Use of Proceeds: The proceeds of the offering described herein will be used: (i) to expand operations, including through strategic acquisitions in the U.S. and internationally, (i) to develop new products and services, (iii) to repay, in whole or in part, $150 million of existing debt plus accrued interest (including through the application of a portion of the proceeds of the initial closing of the offering}, (iv) an estimated $50 million in fees and expenses (including amounts payable from July 1, 2006 under a Fixed Overhead Payment Agreement (the “Fixed Overhead Payment Agreement’)), {v) in the discretion of KUE LLC, payment at the initial closing of the offering of approximately $7.0 million of accrued preferred return on the preferred limited partner units of KUE being converted to Common LP Units if such accrued preferred return is not converted to Common LP Units and (vi) for other corporate purposes. Capital Structure: Assuming that 1,000,000 Units are sold to Investors by March 31, 2007, and that the accrued dividends on the preferred limited partner units are paid in cash, approximately 2,530,000 Units will be outstanding. The investors will own approximately 40% of KUE in the form of Common LP Units (excluding profits participation limited partner units of KUE, “Profits Participation LP Units") and approximately 40% of the General Partner in the form of Class A Shares. The General Pariner will be the sole general partner of KUE and will hold approximately 1,000 General Partner Units (“GP Units") in KUE, representing approximately 0.04% ownership in KUE. The economic interest in KUE represented by the Common 28 HOUSE_OVERSIGHT_024461