BE ENTITLED TO RECEIVE FOR ITS SERVICES HEREUNDER A QUARTERLY FEE (THE "FEE") IN
ACCORDANCE WITH THE FOLLOWING SCHEDULE:
Quarterly Fee
Number of Kan Am Unitholders**
of Record as of the first day of the calendar quarter
$
25,000
more than 2,000
$
22,500
1,800 to 2,000
$
20,000
1,600 to 1,799
$
17,500
1,400 to 1,599
$
15,000
fewer than 1,400
**FOR PURPOSES OF DETERMINING THE AMOUNT OF THE FEE UNDER THIS SECTION 5, JOINT
UNITHOLDERS SHALL BE COUNTED AS A SINGLE UNITHOLDER
The Fee shall be paid within thirty (30) days after the end of each calendar
quarter, except that the Fee for the first, second and third quarters of 2004
shall be payable within forty (45) days after the date of this Agreement.
(II)
TMLP AND KAN AM ACKNOWLEDGE AND AGREE THAT
KAN AM HAS PROVIDED SERVICES DURING 2003 FOR WHICH IT HAS NOT BEEN COMPENSATED.
IN FULL SATISFACTION OF A PAYMENT FOR SUCH SERVICES RENDERED, TMLP SHALL PAY TO
KAN AM, WITHIN FORTY (45) DAYS AFTER THE DATE OF THIS AGREEMENT, THE SUM OF
$100,000, PLUS OUT-OF-POCKET EXPENSES INCURRED BY KAN AM IN CONNECTION WITH
PERFORMING ITS OBLIGATIONS HEREUNDER IN AN AMOUNT MUTUALLY AGREED BY TMLP AND
KAN AM.
B.
NUMBER AND IDENTITY OF KAN AM
UNITHOLDERS.
(I)
KAN AM HAS HERETOFORE DELIVERED TO TMLP
A CURRENT LIST OF THE NAMES AND TAXPAYER IDENTIFICATION NUMBERS (WHERE KNOWN) OF
THE KAN AM UNITHOLDERS AS OF THE DATE OF THIS AGREEMENT.
KAN AM SHALL DELIVER
TO TMLP AN UPDATED LIST OF KAN AM UNITHOLDERS WITHIN THIRTY (30) DAYS AFTER EACH
EXPIRATION DATE.
KAN AM AND TMLP SHALL EXCHANGE INFORMATION AND DOCUMENTATION
REGARDING THE NUMBER AND IDENTITY OF KAN AM UNITHOLDERS TO THE EXTENT NECESSARY
TO MAINTAIN AN ACCURATE LIST OF SUCH KAN AM UNITHOLDERS.
SO LONG AS EACH OF KAN
AM SERVICES AND KAN AM GRUNDBESITZ IS AN ACCEPTANCE AGENT FOR THE IRS, IT SHALL,
TO THE EXTENT REASONABLY NECESSARY, ASSIST KAN AM UNITHOLDERS IN APPLYING FOR
TAXPAYER IDENTIFICATION NUMBERS.
8
(II)
SUBJECT TO THE PROVISIONS OF SECTION 8,
THIS AGREEMENT SHALL BE DEEMED TERMINATED WITH RESPECT TO A KAN AM UNITHOLDER
FOR PURPOSES OF DETERMINING THE NUMBER OF KAN AM UNITHOLDERS AS TO WHICH THE
QUARTERLY FEE IS PAYABLE, AND AS TO WHICH THE SERVICES ARE TO BE PROVIDED
HEREUNDER, AS OF THE DATE ON WHICH (A) ALL OF THE TMLP UNITS HELD BY SUCH KAN AM
UNITHOLDER HAVE BEEN REDEEMED OR TRANSFERRED AND (B) A UNITED STATES FEDERAL TAX
RETURN HAS BEEN FILED WITH RESPECT TO THE YEAR IN WHICH SUCH REDEMPTION OR
TRANSFER OCCURRED.
C.
CERTAIN EXPENSES.
KAN AM SHALL BE
ENTITLED TO REIMBURSEMENT FROM TMLP FOR THE REASONABLE OUT-OF-POCKET COSTS
INCURRED BY KAN AM IN CONNECTION WITH THE PERFORMANCE BY KAN AM OF THE SERVICES
RENDERED HEREUNDER, INCLUDING WITHOUT LIMITATION, COSTS OF MAINTAINING BANK
ACCOUNTS AND RETAINING AGENTS OR ATTORNEYS-IN-FACT AS PERMITTED UNDER
SECTION 4(B).
SUCH EXPENSES SHALL BE REIMBURSED BY TMLP WITHIN THIRTY (30) DAYS
OF RECEIPT BY TMLP OF AN