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3. USE OF PROCEEDS The proceeds of this offering will be used: (i} to expand operations, including through strategic acquisitions in the U.S. and internationally, (ii) to develop new products and services, {iii} to repay, in whole or in part, $150 million of existing debt plus accrued interest (including through application of a portion of the proceeds of the initial closing of the offering after payment of expenses and preferred returns), which currently bears interest at either the reserve adjusted LIBOR rate plus 0.125% or the base rate (generally the applicable prime lending rate, as announced from time to time), (iv} to pay an estimated $50 million in fees and expenses (including amounts payable to the Agents and including amounts payable from July 1, 2006 under 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 return on the preferred limited partner units of KUE being converted to Common LP Units if such accrued return is not converted to Common LP Units and (vi) for other corporate purposes. Until the proceeds are used, KUE currently intends to invest the unapplied proceeds in cash-equivaients and short-term marketable securities. 39 HOUSE_OVERSIGHT_024472