IS LESS THAN THE ASSOCIATED STOP PAYMENT FEE, KAN AM SHALL CONSULT
TMLP PRIOR TO ISSUING THE STOP PAYMENT ORDER.
(IV)
WITH KAN AM'S ASSISTANCE, TMLP SHALL ESTIMATE
THE AGGREGATE AMOUNT REQUIRED TO BE WITHHELD FROM THE CASH DISTRIBUTIONS DUE TO
THE KAN AM UNITHOLDERS PURSUANT TO SECTIONS 1445 AND/OR 1446 OF THE CODE, AND
SHALL REMIT SUCH WITHHOLDING AMOUNTS TO THE UNITED STATES TREASURY IN ACCORDANCE
WITH APPLICABLE LAW.
(V)
WITHIN FIFTEEN (15) DAYS OR A REASONABLE
TIME AFTER TMLP FILES ITS ANNUAL TAX RETURNS WITH THE UNITED STATES INTERNAL
REVENUE SERVICE ("IRS") (INCLUDING ANY RETURNS REQUIRED TO BE FILED WITH RESPECT
TO WITHHOLDING AMOUNTS), TMLP SHALL DELIVER TO KAN AM A CERTIFICATE CONTAINING A
SCHEDULE THAT RECONCILES THE AGGREGATE AMOUNT WITHHELD FROM THE KAN AM
UNITHOLDERS AND REMITTED TO THE UNITED STATES TREASURY DURING THE APPLICABLE TAX
YEAR (THE "QUARTERLY PAYMENTS") WITH THE ACTUAL AMOUNTS DUE AND OWING FOR SUCH
TAX YEAR AS SET FORTH IN TMLP'S TAX RETURNS (THE "WITHHOLDING OBLIGATION").
TO
THE EXTENT THAT THE WITHHOLDING OBLIGATION EXCEEDS THE QUARTERLY PAYMENTS, TMLP
SHALL BE SOLELY LIABLE FOR MAKING ANY ADDITIONAL PAYMENTS TO THE UNITED STATES
TREASURY AS MAY BE NECESSARY TO CAUSE THE FULL WITHHOLDING OBLIGATION TO BE
PAID, PROVIDED, THAT, TMLP SHALL BE ENTITLED TO RECOUP SUCH AMOUNTS FROM THE
APPROPRIATE KAN AM UNITHOLDER BY WITHHOLDING SUCH ADDITIONAL AMOUNT FROM HIS OR
HER FUTURE DISTRIBUTIONS OR UPON REDEMPTION.
TO THE EXTENT THAT THE QUARTERLY
PAYMENTS EXCEED THE WITHHOLDING OBLIGATION, TMLP SHALL SEND SUCH EXCESS AMOUNTS
TO KAN AM AND KAN AM SHALL CAUSE THE KAN AM UNITHOLDERS TO RECEIVE THEIR
RESPECTIVE SHARES OF SUCH REFUNDS.
B.
SCHEDULE K-1.
WITHIN ONE HUNDRED FIFTY
(150) DAYS OR A REASONABLE TIME FOLLOWING THE END OF EACH CALENDAR YEAR, TMLP
SHALL CAUSE TO BE DELIVERED TO KAN AM WITH RESPECT TO EACH KAN AM UNITHOLDER ALL
DATA AND INFORMATION INCLUDED AS PART OF SUCH KAN AM UNITHOLDER'S SCHEDULE K-1
WITH RESPECT TO SUCH CALENDAR YEAR.
SUCH INFORMATION SHALL BE DELIVERED IN
ELECTRONIC FORM, SHALL BE EMBEDDED IN A MICROSOFT EXCEL SPREADSHEET IN A FORMAT
REASONABLY ACCEPTABLE TO KAN AM AND SHALL AGGREGATE SUCH INFORMATION WITH
RESPECT TO EACH KAN AM UNITHOLDER GROUP.
FOR THE PURPOSES OF THIS AGREEMENT,
"KAN AM UNITHOLDER GROUP" SHALL MEAN, WITH RESPECT TO EACH KAN AM ENTITY, THE
GROUP OF KAN AM UNITHOLDERS (AND
THEIR SUCCESSORS AND ASSIGNS) THAT RECEIVED
TMLP UNITS PURSUANT TO ONE OR MORE DISTRIBUTIONS OF THE TMLP UNITS OWNED BY SUCH
KAN AM ENTITY.
C.
OTHER INFORMATION.
FROM TIME TO TIME,
TMLP SHALL CAUSE TO BE DELIVERED TO KAN AM SUCH INFORMATION AND MATERIALS THAT
TMLP DESIRES TO BE DISTRIBUTED TO THE KAN AM UNITHOLDERS AND KAN AM SHALL
COOPERATE TO DELIVER OR CAUSE TO BE DELIVERED SUCH MATERIALS TO THE KAN AM
UNITHOLDERS PROMPTLY AFTER RECEIPT FROM TMLP.
IF TMLP REQUESTS PURSUANT TO THIS
SECTION OR SECTION 2(G)(I) THAT KAN AM DELIVER ADDITIONAL COMMUNICATIONS FROM
TMLP TO THE
6
KAN AM UNITHOLDERS, TMLP SHALL DELIVER SUFFICIENT COPIES OF ALL