UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

Kenneth Cole Productions, Inc.

(Name of Issuer)

Class A common stock, par value $.01 per share

(Title of Class of Securities)

193294105

(CUSIP Number)

Kenneth D. Cole
Kenneth Cole Productions, Inc.
603 West 50th Street
New York, New York 10019

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

February 23, 2012

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

*The Reporting Person is reporting on this Schedule 13D as a member of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 9,516,479 shares of Common Stock beneficially owned by all of the Reporting Persons in the aggregate. See Item 5.

*The Reporting Person is reporting on this Schedule 13D as a member of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 9,516,479 shares of Common Stock beneficially owned by all of the Reporting Persons in the aggregate. See Item 5.

This Amendment to Schedule 13D is being filed by Kenneth D. Cole (“Mr. Cole”), individually and as a Trustee of the Kenneth Cole Foundation, and as Trustee of the 2010 Kenneth D. Cole Grantor Remainder Annuity Trust, the July 2010 Kenneth D. Cole Grantor Remainder Annuity Trust, the 2009 Kenneth D. Cole Grantor Remainder Annuity Trust, the 2009 Kenneth D. Cole Family Grantor Remainder Annuity Trust and the Kenneth Cole 1994 Charitable Remainder Trust; Maria C. Cole (“Ms. Cole”), individually and as a Trustee of the Kenneth Cole Foundation; and by KMC Partners L.P. (collectively, the “Reporting Persons”). The Reporting Persons report on Schedule 13D as members of a group (the “Group Members”).

This Amendment No. 3 amends and supplements the information set forth in the Schedule 13D filed by Mr. Cole with the United States Securities and Exchange Commission (the “Commission”) on June 15, 1994, as amended by Amendment No. 1, filed with the Commission on January 6, 1995, and Amendment No. 2, filed with the Commission on April 9, 1996 (collectively, the “Schedule 13D”), relating to the shares of Class A common stock, par value $0.01 per share (the “Common Stock”) of Kenneth Cole Productions, Inc., a New York corporation (the “Company” or the “Issuer”). Unless otherwise defined herein, all capitalized terms used herein shall have the meanings ascribed to them in the Schedule 13D.

Item 1.  Security and Issuer.

Item 1 of the Schedule 13D is hereby amended and restated as follows:

This statement relates to shares of Class A common stock, par value $0.01 per share, of the Company. The address of the principal executive office of the Company is 603 West 50th Street, New York, New York 10019.

Item 2.  Identity and Background.

Item 2 of the Schedule 13D is hereby amended and restated as follows:

The names of the Group Members are Kenneth D. Cole, individually and as a Trustee of the Kenneth Cole Foundation, and as Trustee of the 2010 Kenneth D. Cole Grantor Remainder Annuity Trust, the July 2010 Kenneth D. Cole Grantor Remainder Annuity Trust, the 2009 Kenneth D. Cole Grantor Remainder Annuity Trust, the 2009 Kenneth D. Cole Family Grantor Remainder Annuity Trust and the Kenneth Cole 1994 Charitable Remainder Trust; Maria C. Cole, individually and as a Trustee of the Kenneth Cole Foundation; and KMC Partners L.P.

Mr. Cole is employed as the Chairman and Chief Creative Officer of the Issuer. Mr. Cole’s business address is 603 West 50th Street, New York, New York 10019. The principal business of the Issuer is the designing, sourcing and marketing of a broad range of fashion footwear, handbags and apparel. The principal executive offices of the Issuer are located at 603 West 50th Street, New York, New York 10019. During the past five years, Mr. Cole has not been convicted in a criminal proceeding nor has he been party to a civil proceeding as a result of which he has been subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Mr. Cole is a citizen of the United States of America.

Ms. Cole serves as Chairman of HELP USA, a non-profit organization, and is a philanthropist. Her address is c/o Kenneth D. Cole at the address listed above. During the past five years, Ms. Cole has not been convicted in a criminal proceeding nor has she been party to a civil proceeding as a result of which she has been subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Ms. Cole is a citizen of the United States of America.

KMC Partners L.P. is a limited partnership organized under the laws of Delaware. The principal business of KMC Partners L.P. is holding shares of the Company and other investments. Its principal office and business address is c/o Kenneth D. Cole, 603 West 50th Street, New York, New York 10019. During the past five years, KMC Partners L.P. has not been convicted in a criminal proceeding nor has it been party to a civil proceeding as a result of which it has been subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

KMC Partners LLC, the general partner of KMC Partners L.P., is a limited liability company organized under the laws of Delaware. The principal business of KMC Partners LLC is acting as the general partner of KMC Partners L.P. Its principal office and business address is c/o Kenneth D. Cole, 603 West 50th Street, New York, New York 10019. During the past five years, KMC Partners LLC has not been convicted in a criminal proceeding nor has it been party to a civil proceeding as a result of which it has been subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3.  Source and Amount of Funds or Other Consideration.

Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following after the final paragraph thereof:

It is anticipated that the funding (including expenses) required for the Going Private Transaction (as defined and described in Item 4 below) will be approximately $160 million. It is expected that Mr. Cole will invest all of the Company shares he directly and indirectly owns in the Going Private Transaction, with additional necessary funds to be provided by committed financing from third-party financing sources, with commitment letters to be filed in an amendment to this Schedule 13D upon execution, following the completion of confirmatory due diligence by such financing sources. While Mr. Cole is in preliminary discussions with potential third-party financing sources, there can be no assurance that Mr. Cole will be able to obtain the additional funds necessary to consummate the Going Private Transaction. Mr. Cole reserves the right to withdraw the Proposal Letter at any time for any or no reason, including, without limitation, if Mr. Cole is unable to obtain such financing commitments.

Item 4.  Purpose of Transaction.

Item 4 is hereby amended and supplemented by adding the following after the final paragraph thereof:

On February 23, 2012, Mr. Cole delivered a non-binding letter (the "Proposal Letter") to the board of directors of the Company proposing a transaction whereby pursuant to a merger, Mr. Cole would acquire 100 percent of the outstanding publicly held shares of Common Stock of the Company (the “Going Private Transaction”). As set forth in the Proposal Letter, public stockholders would receive $15.00 per share of Common Stock in cash.

As described in the Proposal Letter, Mr. Cole expects that the Company will appoint a special committee of independent directors to consider the proposal and make a recommendation to the Company’s board of directors, and that the special committee will retain its own independent legal and financial advisors. Mr. Cole further anticipates that any transaction will be consummated pursuant to the terms of definitive transaction documents mutually acceptable to Mr. Cole and such special committee. Mr. Cole will not proceed with the Going Private Transaction unless it is approved by the special committee. In addition, the merger agreement for the Going Private Transaction will provide that the transaction will be subject to a non-waivable condition requiring the approval of a majority of the shares of Common Stock that are not directly or indirectly owned by Mr. Cole. As indicated in the Proposal Letter, Mr. Cole, in his capacity as a stockholder of the Company, is interested only in pursuing the Going Private Transaction and has no interest in a disposition or sale of his interest in the Company nor is it Mr. Cole’s intention, in his capacity as a stockholder, to vote in favor of any alternative sale, merger or similar transaction involving the Company.

No assurances can be given that a transaction will be consummated. The Proposal Letter provides that no legally binding obligation with respect to a transaction will exist unless and until mutually acceptable definitive documentation has been executed and delivered with respect thereto. Mr. Cole reserves the right to modify or withdraw the Proposal Letter at any time.

The Going Private Transaction may result in one or more of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D, including, without limitation, the acquisition of additional securities of the Company, a merger or other extraordinary transaction involving the Company, the delisting of Common Stock from the New York Stock Exchange and the Common Stock becoming eligible for termination of registration pursuant to Section 12(g) of the Act.

If the Going Private Transaction is consummated, Mr. Cole expects that the management team at the Company would remain in place.

The summary above is qualified in its entirety by reference to the Proposal Letter, attached as Exhibit 3 hereto, which is incorporated by reference herein. A copy of the press release issued by Mr. Cole in connection with the Proposal Letter is attached hereto as Exhibit 4 hereto.

This Schedule 13D is not an offer to purchase or a solicitation of an offer to sell any securities. Any solicitation or offer will only be made through separate materials filed with the Commission. Stockholders of the Issuer and other interested parties are urged to read these materials when and if they become available because they will contain important information. Stockholders of the Issuer will be able to obtain such documents (when and if available) free of charge at the Commission’s web site, www.sec.gov.

Item 5.  Interest in Securities of the Issuer.

Item 5 is hereby amended and restated with the following:

(a)-(b) The Group Members may be deemed to beneficially own an aggregate of 9,516,479 shares of Common Stock as a result of their beneficial ownership of (i) 4,432,084 shares of Common Stock which Mr. Cole has the right to acquire within 60 days upon the conversion of 4,432,084 shares of Class B common stock, par value $0.01 per share (“Class B Common Stock”), (ii) 120,000 shares of Class B Common Stock held by the Kenneth Cole Foundation, of which Mr. Cole and Ms. Cole are co-Trustees, which can be converted into shares of Common Stock, (iii) 187,500 shares of Class B Common Stock held by KMC Partners L.P., of which KMC Partners LLC is the general partner, of which Mr. Cole has 50% ownership and Ms. Cole has 50% ownership, which can be converted into shares of Common Stock, (iv) 987,021 shares of Class B Common Stock held in the 2010 Kenneth D. Cole Grantor Remainder Annuity Trust, of which Mr. Cole is Trustee, which can be converted into shares of Common Stock, (v) 774,852 shares of Class B Common Stock held in the July 2010 Kenneth D. Cole Grantor Remainder Annuity Trust, of which Mr. Cole is Trustee, which can be converted into shares of Common Stock, (vi) 754,520 shares of Class B Common Stock held in the 2009 Kenneth D. Cole Grantor Remainder Annuity Trust, of which Mr. Cole is Trustee, which can be converted into shares of Common Stock, (vii) 754,520 shares of Class B Common Stock held in the 2009 Kenneth D. Cole Family Grantor Remainder Annuity Trust, of which Mr. Cole is Trustee, which can be converted into shares of Common Stock, (viii) 150,000 shares of Common Stock held by the Kenneth Cole 1994 Charitable Remainder Trust, of which Mr. Cole is Trustee, (ix) 338,333 shares of Common Stock held by Mr. Cole, (x) 958,926 shares of Common Stock which Mr. Cole has the right to acquire within 60 days upon the exercise of options granted to him under the Company’s 2004 Stock Incentive Plan, as amended, and (xi) 58,723 restricted shares of Common Stock granted to him under the Company’s 2004 Stock Incentive Plan, as amended. This aggregate amount represents approximately 48.6% of the shares of Common Stock currently outstanding, as calculated in accordance with Rule 13d-3.

Mr. Cole may be deemed to beneficially own an aggregate of 9,516,479 shares of Common Stock as a result of his beneficial ownership of (i) 4,432,084 shares of Common Stock which Mr. Cole has the right to acquire within 60 days upon the conversion of 4,432,084 shares of Class B Common Stock, (ii) 120,000 shares of Class B Common Stock held by the Kenneth Cole Foundation, of which Mr. Cole and Ms. Cole are co-Trustees, which can be converted into shares of Common Stock, (iii) 187,500 shares of Class B Common Stock held by KMC Partners L.P., of which KMC Partners LLC is the general partner, of which Mr. Cole has 50% ownership and Ms. Cole has 50% ownership, which can be converted into shares of Common Stock, (iv) 987,021 shares of Class B Common Stock held in the 2010 Kenneth D. Cole Grantor Remainder Annuity Trust, of which Mr. Cole is Trustee, which can be converted into shares of Common Stock, (v) 774,852 shares of Class B Common Stock held in the July 2010 Kenneth D. Cole Grantor Remainder Annuity Trust, of which Mr. Cole is Trustee, which can be converted into shares of Common Stock, (vi) 754,520 shares of Class B Common Stock held in the 2009 Kenneth D. Cole Grantor Remainder Annuity Trust, of which Mr. Cole is Trustee, which can be converted into shares of Common Stock, (vii) 754,520 shares of Class B Common Stock held in the 2009 Kenneth D. Cole Family Grantor Remainder Annuity Trust, of which Mr. Cole is Trustee, which can be converted into shares of Common Stock, (viii) 150,000 shares of Common Stock held by the Kenneth Cole 1994 Charitable Remainder Trust, of which Mr. Cole is Trustee, (ix) 338,333 shares of Common Stock held by Mr. Cole, (x) 958,926 shares of Common Stock which Mr. Cole has the right to acquire within 60 days upon the exercise of options granted to him under the Company’s 2004 Stock Incentive Plan, as amended, and (xi) 58,723 restricted shares of Common Stock granted to him under the Company’s 2004 Stock Incentive Plan, as amended. This aggregate amount represents approximately 48.6% of the shares of Common Stock currently outstanding, as calculated in accordance with Rule 13d-3.

Mr. Cole may be deemed to have the sole power to vote or direct the vote of and to dispose of or to direct the disposition of 9,208,979 shares of Common Stock, including (i) 4,432,084 shares of Common Stock which Mr. Cole has the right to acquire within 60 days upon the conversion of 4,432,084 shares of Class B Common Stock, (ii) 987,021 shares of Class B Common Stock held in the 2010 Kenneth D. Cole Grantor Remainder Annuity Trust, of which Mr. Cole is Trustee, which can be converted into shares of Common Stock, (iii) 774,852 shares of Class B Common Stock held in the July 2010 Kenneth D. Cole Grantor Remainder Annuity Trust, of which Mr. Cole is Trustee, which can be converted into shares of Common Stock, (iv) 754,520 shares of Class B Common Stock held in the 2009 Kenneth D. Cole Grantor Remainder Annuity Trust, of which Mr. Cole is Trustee, which can be converted into shares of Common Stock, (v) 754,520 shares of Class B Common Stock held in the 2009 Kenneth D. Cole Family Grantor Remainder Annuity Trust, of which Mr. Cole is Trustee, which can be converted into shares of Common Stock, (vi) 150,000 shares of Common Stock held by the Kenneth Cole 1994 Charitable Remainder Trust, of which Mr. Cole is Trustee, (vii) 338,333 shares of Common Stock held by Mr. Cole, (viii) 958,926 shares of Common Stock which Mr. Cole has the right to acquire within 60 days upon the exercise of options granted to him under the Company’s 2004 Stock Incentive Plan, as amended, and (ix) 58,723 restricted shares of Common Stock granted to him under the Company’s 2004 Stock Incentive Plan, as amended.

Mr. Cole may be deemed to have the current shared power to vote or direct the vote of and to dispose of or direct the disposition of 307,500 shares of Common Stock, including (i) 120,000 shares of Class B Common Stock held by the Kenneth Cole Foundation, of which Mr. Cole and Ms. Cole are co-Trustees, which can be converted into shares of Common Stock, and (ii) 187,500 shares of Class B Common Stock held by KMC Partners L.P., of which KMC Partners LLC is the general partner, of which Mr. Cole has 50% ownership and Ms. Cole has 50% ownership, which can be converted into shares of Common Stock.

KMC Partners L.P. may be deemed to beneficially own an aggregate of 187,500 shares of Common Stock as a result of its beneficial ownership of 187,500 shares of Class B Common Stock held by KMC Partners L.P. This aggregate amount represents approximately 0.96% of the shares of Common Stock currently outstanding, as calculated in accordance with Rule 13d-3. KMC Partners L.P. is reporting on this Schedule 13D as a member of a “group” with the other Group Members and, therefore, may be deemed to beneficially own the 9,516,479 shares of Common Stock beneficially owned by all of the Group Members in the aggregate, as described in the first paragraph of this Item 5. KMC Partners L.P. does not have the sole power to vote or to direct the vote of and to dispose of or to direct the disposition of any shares of Common Stock. KMC Partners, L.P. may be deemed to have the current shared power to vote or direct the vote of and to dispose of or direct the disposition of 187,500 shares of Common Stock as a result of its beneficial ownership of 187,500 shares of Class B Common Stock held by KMC Partners L.P.

KMC Partners LLC may be deemed to beneficially own an aggregate of 187,500 shares of Common Stock held by KMC Partners L.P., of which KMC Partners LLC is the general partner, of which Mr. Cole has 50% ownership and Ms. Cole has 50% ownership, which can be converted into shares of Common Stock. This aggregate amount represents approximately 0.96% of the shares of Common Stock currently outstanding, as calculated in accordance with Rule 13d-3. KMC Partners LLC does not have the sole power to vote or to direct the vote of and to dispose of or to direct the disposition of any shares of Common Stock. KMC Partners LLC may be deemed to have the current shared power to vote or direct the vote of and to dispose of or direct the disposition of 187,500 shares of Common Stock as a result of its beneficial ownership of 187,500 shares of Class B Common Stock held by KMC Partners L.P., of which KMC Partners LLC is the general partner, of which Mr. Cole has 50% ownership and Ms. Cole has 50% ownership, which can be converted into shares of Common Stock.

Ms. Cole may be deemed to beneficially own an aggregate of 307,500 shares of Common Stock as a result of her beneficial ownership of (i) 120,000 shares of Class B Common Stock held by the Kenneth Cole Foundation, of which Mr. Cole and Ms. Cole are co-Trustees, which can be converted into shares of Common Stock, and (ii) 187,500 shares of Class B Common Stock held by KMC Partners L.P., of which KMC Partners LLC is the general partner, of which Mr. Cole has 50% ownership and Ms. Cole has 50% ownership, which can be converted into shares of Common Stock. This aggregate amount represents approximately 1.57% of the shares of Common Stock currently outstanding, as calculated in accordance with Rule 13d-3. Ms. Cole is reporting on this Schedule 13D as a member of a “group” with the other Group Members and, therefore, may be deemed to beneficially own the 9,516,479 shares of Common Stock beneficially owned by all of the Group Members in the aggregate, as described in the first paragraph of this Item 5.

Ms. Cole does not have the sole power to vote or to direct the vote of and to dispose of or to direct the disposition of any shares of Common Stock. Ms. Cole may be deemed to have the current shared power to vote or direct the vote of and to dispose of or direct the disposition of 307,500 shares of Common Stock, as a result of her beneficial ownership of (i) 120,000 shares of Class B Common Stock held by the Kenneth Cole Foundation, of which Mr. Cole and Ms. Cole are co-Trustees, which can be converted into shares of Common Stock, and (ii) 187,500 shares of Class B Common Stock held by KMC Partners L.P., of which KMC Partners LLC is the general partner, of which Mr. Cole has 50% ownership and Ms. Cole has 50% ownership, which can be converted into shares of Common Stock.

Calculations in this Item 5 are based upon 10,083,290 shares of Common Stock outstanding as of December 31, 2011 and 512,433 restricted shares of Common Stock outstanding as of January 3, 2012.

(c) On January 3, 2012, Mr. Cole was awarded 33,723 shares of restricted Common Stock pursuant to the Company’s 2004 Stock Incentive Plan, as amended.

(d) Not applicable.

(e) Not applicable.

Item 6.  Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

KMC Partners LLC is the general partner of KMC Partners L.P. pursuant to an Agreement of Limited Partnership, dated November 5, 1999, which is attached hereto as Exhibit 5 and incorporated by reference, that grants to KMC Partners LLC the authority, among other things, to vote and dispose of the Class B Common Stock held by KMC Partners L.P. The Limited Liability Company Agreement of KMC Partners LLC, of which Mr. Cole has 50% ownership and Ms. Cole has 50% ownership, is attached hereto at Exhibit 6 and is incorporated herein by reference.

Item 7.  Material to be Filed as Exhibits.

Item 7 is hereby amended by adding the following at the end thereof:

Exhibit 2         Joint Filing Agreement, dated February 24, 2012

Exhibit 3         Proposal Letter, dated February 23, 2012, to the Board of Directors of the Company

Exhibit 4         Press Release, dated February 24, 2012

Exhibit 5         Agreement of Limited Partnership of KMC Partners L.P., dated November 5, 1999

Exhibit 6         Limited Liability Company Agreement of KMC Partners LLC, dated November 5, 1999

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Exhibit 2

JOINT FILING AGREEMENT

Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree that the Statement on Schedule 13D to which this exhibit is attached, and all amendments thereto, is filed on behalf of each of them.

Exhibit 3

February 23, 2012

Board of Directors
Kenneth Cole Productions, Inc.
603 West 50^th Street
New York, NY 10019

Dear Members of the Board:

I, Kenneth D. Cole, am pleased to submit this proposal to acquire all of the outstanding shares of common stock of Kenneth Cole Productions, Inc. (the “Company”) that I do not directly or indirectly own at a purchase price of $15.00 per share in cash. As you know, I currently own approximately 47% of the common stock (representing approximately 89% of the voting power) of the Company.

The proposed price represents a premium of approximately 26% over the average closing price of the Company’s Class A common stock for the past 45 trading days. This proposal represents a unique opportunity for the Company’s stockholders to monetize their investment at a premium to the Company’s current and recent stock price. The proposed price also represents a higher price than the stock has traded for since October 2010, and, prior to then, September 2008.

The proposed transaction will ensure the Company has the flexibility and structure to successfully navigate our market environment in the years to come.  Recent market challenges have created a sharply competitive landscape, and I believe it is now more important than ever to embrace a more entrepreneurial  perspective where  we are all incentivized to grow and develop our Company’s products, brand and business with a longer term perspective.  I believe it is increasingly difficult to develop this type of culture in  a public company context, where the public markets are increasingly focused on short-term results.  I am convinced that private ownership is in the best interests of the business and the organization and that this proposal is in the best interests of the shareholders.

I plan to invest all of the Company shares directly and indirectly owned by me in the proposed transaction. In addition to my substantial equity investment, I anticipate I will raise additional funds as necessary through committed financing from third-party financing source(s). Copies of any executed commitment letter(s) will be delivered to you under separate cover as soon as they become available following customary confirmatory due diligence by the financing source(s).

Following the transaction, I would expect that the Company’s management team would remain in place. In addition, I anticipate maintaining the Company’s valuable employee base, which I view as one of its most important assets.

Kenneth Cole Productions, Inc.
February 23, 2012
Page 2

I expect that you will establish a special committee of independent directors to consider this proposal on behalf of the Company’s public stockholders and to make a recommendation to the full Board of Directors. I also expect that the special committee will retain its own independent legal and financial advisors to assist in its review of the proposed transaction. I will not move forward with the transaction unless it is approved by the special committee. Given my extensive history and knowledge of the Company, I am prepared to negotiate a merger agreement with the special committee and its advisors and complete the transaction in an expedited manner. The merger agreement will provide that the transaction will be subject to a non-waivable condition requiring the approval of a majority of the shares of the Company that are not directly or indirectly owned by me.

In considering this proposal, please note that in my capacity as a stockholder of the Company I am interested only in acquiring the shares of the Company that I do not currently own, and that in such capacity I have no interest in a disposition or sale of my interest in the Company, nor is it my intention, in my capacity as a stockholder, to vote in favor of any alternative sale, merger or similar transaction involving the Company. If the special committee does not recommend or the public stockholders of the Company do not approve the proposed transaction, such a determination would not adversely affect my future relationship with the Company.

In accordance with my legal obligations, I promptly will file an amendment to my Schedule 13D, including a copy of this letter. I believe it is appropriate, as well, for me to issue a press release regarding this proposal prior to the opening of trading tomorrow. A copy of the press release is attached for your information.

No binding obligation on the part of the Company or myself will arise with respect to this proposal or any transaction unless and until such time as definitive agreements are entered into between the Company and me.

I have engaged Willkie Farr & Gallagher LLP as legal advisor for the proposed transaction.

I would welcome the opportunity to meet with the special committee and/or its advisors as soon as possible to discuss this proposal. I look forward to your response.

Exhibit 4

Kenneth Cole Proposes Transaction to Acquire 100% of Public Interest in Kenneth Cole Productions, Inc.

NEW YORK, N.Y., Feb. 24, 2012—Kenneth D. Cole today announced that he has proposed to acquire through a merger transaction 100 percent of the outstanding publicly held shares of common stock of Kenneth Cole Productions, Inc. (NYSE: KCP) (the “Company”). Mr. Cole is Chairman and Chief Creative Officer of the Company and currently owns approximately 47% of the common stock (representing approximately 89% of the voting power) of the Company.

Under the proposed transaction, transmitted following the close of the market yesterday in a letter to the Company’s Board of Directors, public stockholders would receive $15.00 per share in cash. The proposal values the total equity of the Company at approximately $280 million.

The offer letter stated that the proposed price represents a premium of approximately 26% over the average closing price of the Company’s Class A common stock for the past 45 trading days. The letter also stated that the proposal represents a unique opportunity for the Company’s stockholders to monetize their investment at a premium to the Company’s current and recent stock price, and that the proposed price represents a higher price than the stock has traded for since October 2010, and, prior to then, September 2008.

In the offer letter, Mr. Cole said:  “Recent market challenges have created a sharply competitive landscape, and I believe it is now more important than ever to embrace a more entrepreneurial  perspective where  we are all incentivized to grow and develop our Company’s products, brand and business with a longer term perspective.  I believe it is increasingly difficult to develop this type of culture in  a public company context, where the public markets are increasingly focused on short-term results.  I am convinced that private ownership is in the best interests of the business and the organization and that this proposal is in the best interests of the shareholders.”

In the letter, Mr. Cole stated he plans to invest all of the Company shares he directly and indirectly owns in the proposed transaction. In addition to his substantial equity investment, Mr. Cole anticipates he will raise additional funds as necessary through committed financing from third-party financing source(s), with executed commitment letter(s) to be made available upon the completion of confirmatory due diligence by such financing source(s).

Mr. Cole’s letter made clear that he expects the Company’s management team to remain in place following the proposed transaction, and that he anticipates maintaining the Company’s valuable employee base, which he views as one of its most important assets.

In his letter to the Board, Mr. Cole also noted that he anticipates that the Board will form a special committee of independent directors, which will retain its own legal and financial advisors, to respond to the proposal on behalf of the Company’s public stockholders. Mr. Cole anticipates that any ensuing transaction will be consummated pursuant to the terms of definitive transaction documents mutually acceptable to Mr. Cole and such special committee.

The letter also stated that Mr. Cole will not move forward with the transaction unless it is approved by the special committee and that the definitive transaction documents will provide that the transaction will be subject to a non-waivable condition requiring the approval of a majority of the shares of the Company that are not directly or indirectly owned by Mr. Cole. Mr. Cole also emphasized in the letter that, in his capacity as a stockholder of the Company, he has no interest in a disposition or sale of his interest in the Company nor would it be his intention, in his capacity as a stockholder, to vote in favor of any alternative sale, merger or similar transaction involving the Company.

Mr. Cole has engaged Willkie Farr & Gallagher LLP as legal advisor for the proposed transaction.

A copy of Mr. Cole’s letter to the Company’s Board is attached as an exhibit to Amendment No. 3 to Mr. Cole’s Schedule 13D, which is being filed with the Securities and Exchange Commission (“SEC”) today, and once filed will be available at no charge on the SEC's website at www.sec.gov.

Pending the execution of a definitive agreement, the Company’s stockholders and others considering trading in its securities should recognize that the announcement of this proposal is only the beginning of the process of considering the proposal and that no definitive time frame has been determined and that there can be no assurance that any transaction, whether on the proposed terms or any other terms, will be consummated. There can also be no assurance that Mr. Cole will be able to obtain the financing commitments necessary to proceed with the proposal.

This press release is not a solicitation of a proxy, an offer to purchase nor a solicitation of an offer to sell shares of the Company, and it is not a substitute for any proxy statement or other filings that may be made with the Securities and Exchange Commission (“SEC”) should this proposed transaction go forward. If such documents are filed with the SEC, investors will be urged to thoroughly review and consider them because they will contain important information, including risk factors. Any such documents, once filed, will be available free of charge at the SEC’s website (www.sec.gov) and from the Company.

Exhibit 5

AGREEMENT OF LIMITED PARTNERSHIP

OF

KMC Partners, L.P.

Dated: November 5, 1999

TABLE OF CONTENTS

AGREEMENT OF LIMITED PARTNERSHIP

OF

KMC Partners, L.P.

AGREEMENT OF LIMITED PARTNERSHIP OF KMC Partners, L.P. (the “Agreement”), dated November 5, 1999, between KMC Partners, LLC, as general partner (the “General Partner”), and the persons set forth in Schedule A, annexed hereto, as limited partners (the “Limited Partners”; the General Partner and the Limited Partners hereinafter sometimes referred to, individually, as a “Partner” and, collectively, as the “Partners”).

WITNESSETH:

WHEREAS, the parties hereto have agreed to form a Delaware limited partnership for the following purposes (i) consolidating the investments of KENNETH D. COLE and his descendants; (ii) making available to such descendants investment opportunities that may otherwise not be available to them on an individual basis; and (iii) providing such descendants with professional investment advice; and

WHEREAS, for the foregoing reasons, the parties hereto wish to enter into this Agreement to set forth the purposes and the terms and conditions thereof;

NOW, THEREFORE, in consideration of the premises and the mutual agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

ARTICLE I.

FORMATION, NAME, PURPOSE AND TERM

1.1. Formation, Name and Office.

(a) The Partners hereby form a limited partnership (the “Partnership”) pursuant to the provisions of the Delaware Revised Limited Partnership Act (the “Delaware Act”) to be conducted under the name of “KMC Partners, L.P.” or such other name as the General Partner, in its sole discretion, may from time to time determine. The General Partner shall cause the due filing of a certificate of limited partnership of the Partnership in the Office of the Secretary of State of Delaware and shall cause to be made all filings necessary or appropriate with state or local authorities in all jurisdictions and localities in which the Partnership does business and, from time to time, shall cause all filings with appropriate governmental authorities to be made which are necessary to preserve the existence and to conduct the business of the Partnership as a limited partnership under the laws of the State of Delaware and any other jurisdiction in which the Partnership shall carry on its business; provided, however, that the General Partner may rely on advice of counsel in determining what actions are necessary to be taken by them pursuant to this Section 1.1.

(b) A Partner’s interest in the Partnership shall be personal property for all purposes. All property owned by the Partnership shall be deemed owned by the Partnership as an entity, and no Partner, individually, shall have any ownership in such property.

(c) The principal office of the Partnership shall be 152 West 57th Street, New York, NY 100019, or at such other place as the General Partner may from time to time determine. The registered office of the Partnership in the State of Delaware shall be c/o National Corporate Center Research, Ltd., 9 East Loockerman Street, Dover, Delaware, 19901. The name and address of the registered agent of the Partnership in the State of Delaware upon whom process may be served is c/o National Corporate Research, Ltd., at the aforesaid address.

1.2. Purposes. The Partnership has been organized (a) to engage in all aspects of capital investment and management, directly or through partnerships, including investment in securities and real estate related assets; (b) to conduct such other activities as are necessary or incidental to the foregoing purposes; and (c) to engage in any other activities permitted under applicable law.

1.3. Term. The term of the Partnership shall commence on the date of the filing of the certificate of limited partnership of the Partnership in the Office of the Secretary of State of Delaware and shall continue until December 31, 2050, unless sooner terminated as hereinafter provided.

ARTICLE II.

CAPITAL CONTRIBUTIONS

2.1. Capital Contributions.

(a) Each Partner has contributed to the capital of the Partnership cash or other property in the amounts (or in the case of property, having the agreed values) set forth opposite his name in Schedule A attached hereto and made a part hereof.

(b) No Limited Partner shall be liable for any of the debts of the Partnership, or be required to contribute any additional capital to the Partnership except as provided herein. No Partner shall have any personal liability for the repayment of the capital contributions of any other Partner, nor shall any Partner have any priority over any other Partner with respect to the return of capital contributions except as otherwise provided in this Agreement.

(c) Except as specifically provided in Section 2.2 or as may be required by the Delaware Act, no Partner shall be required to make any additional capital contributions to the Partnership.

2.2. Additional Capital Contributions.

(a) In the General Partner’s sole discretion, the Partners may contribute additional funds to the Partnership (in excess of those amounts described in Section 2.l(a)) to be used for Partnership purposes, in such amounts and at such times, as shall be determined by the General Partner.

(b) The General Partner shall be authorized, at any time and from time to time, to accept additional contributions to the capital of the Partnership from any one or more of the Partners or from a new Partner or Partners admitted pursuant to Section 4.4 hereof, at such times and in such amount or amounts, and in property or cash, as the General Partner shall determine, in its sole discretion. The General Partner shall not be obligated to accept a contribution or contributions from any Partner or Partners for any reason.

(c) Each Partner’s “Percentage Interest” initially shall be as set forth on Schedule A attached hereto, and subsequently shall be redetermined on each date that the Gross Asset Value of the Partnership’s assets is adjusted in accordance with Section 3.5. Subject to Section 3.1(d) hereof, a Partner’s Percentage Interest on each such date shall be determined by dividing the amount of such Partner’s Capital Account on such date by the aggregate Capital Accounts of all Partners on such date. The sum of the Percentage Interests of all of the Partners on a particular date shall equal 100 percent.

(d) The General Partner shall be authorized to amend this Agreement and Schedule A from time to time to reflect the admission of new Partners, complete or partial redemptions, additional capital contributions, returns of capital contributions, adjustments in Percentage Interests and other changes made in accordance with this Agreement.

2.3. Capital Accounts.

(a) A capital account (“Capital Account”) shall be established for each Partner on the books of the Partnership. There shall be credited to each Partner’s Capital Account (i) the Gross Asset Value of the capital contributions made by him to the Partnership (net of liabilities secured by any contributed property that the Partnership is considered to assume or take subject to) and (ii) his share of profits of the Partnership. There shall be charged against each Partner’s Capital Account the Gross Asset Value of all distributions made by the Partnership (net of liabilities secured by any distributed property that the Partner is considered to assume or take subject to) to the Partner and his share of any losses of the Partnership.

(b) No Partner shall have the right to withdraw any part or all of his Capital Account, or receive any distribution, or receive the fair value of his interest, except in accordance with the provisions of this Agreement or as determined by the General Partner. No Partner shall be entitled to demand and receive property other than cash in return for his capital contributions to the Partnership.

(c) No interest shall be paid on any capital contributed to the Partnership, and no Limited Partner with a negative balance in his Capital Account shall have any obligation to restore such balance to zero.

ARTICLE III.

PROFITS, LOSSES AND DISTRIBUTIONS

3.1. Profits and Losses.

(a) The profits and losses of the Partnership shall be determined each year in accordance with the accounting methods followed by the Partnership for federal income tax purposes; provided however, that:

(i) in the event that the Gross Asset Value of any Partnership asset is adjusted pursuant to Section 3.5(b) or Section 3.5(c) hereof, the amount of such adjustment shall be taken into account as a gain or loss from the disposition of such asset for purposes of computing profits or losses, based on the Percentage Interests of the Partners as of the time that the Gross Asset Value of such asset was adjusted;

(ii) profits or losses resulting from any disposition of property with respect to which profit or loss is recognized for federal income tax purposes shall be computed by reference to the Gross Asset Value of the property disposed of, notwithstanding that the adjusted tax basis of such property differs from its Gross Asset Value;

(iii) depreciation shall be taken into account, for purposes of computing profits and losses, in accordance with Section 1.704-1(b)(2)(iv)(g)(3) of the Treasury Regulations (“Regulations”) promulgated pursuant to the Internal Revenue Code of 1986, as amended (the “Code”); and

(iv) to the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to Section 734(b) or Section 743(b) of the Code is required pursuant to Regulations Section 1.704-1(b)(2)(iv)(m) to be taken into account in determining Capital Accounts as a result of a distribution, the amount of such adjustment shall be treated as an item of gain or loss from the disposition of the asset and shall be taken into account for purposes of computing profits or losses based upon the Percentage Interests of the Partners at the time of adjustment and shall be specially allocated to the extent required by such section of the regulations.

Subject to Sections 3.1(a)(iv), 3.1(b), 3.1(c), 3.1(d) and 3.2, profits and losses shall be allocated among the Partners and credited or charged, as the case may be, to their Capital Accounts in the proportions of their respective Percentage Interests. Such allocations shall be appropriately adjusted to reflect any changes in a Partner’s Percentage Interest during the year.

(b) Notwithstanding any other provision of this Agreement to the contrary, to the extent required by Code Section 704(b) and the Regulations promulgated thereunder, (i) any “nonrecourse deductions”, as defined in Regulations Section 1.704-2(b)(1), of the Partnership and of the Partners shall be allocated among the Partners in a manner which complies with the requirements of that provision and of Regulations Sections 1.704-2(e) and 1.704-2(i); (ii) any items of income and gain of the Partnership shall be allocated in a manner which constitutes a “minimum gain chargeback”, as described in Regulations Section 1.704-2(b)(2) and which complies with the requirements of that provision and of Regulations Section 1.704-2(i)(4); and (iii) items of income and gain of the Partnership shall be allocated in a manner which constitutes a “qualified income offset” pursuant to Regulations Section 1.704-1(b)(2)(ii)(d)(3). Allocations of all Partnership items shall be made in accordance with the ordering rules set forth in Regulations Section 1.704-2(j).

(c) Limitations on Loss Allocation. Notwithstanding the provisions of Sections 3.1(a), 3.1(b), 3.l(d) and 3.2(b) of this Agreement, in no event shall cumulative allocations of Partnership losses or deductions be allocated to a Limited Partner if such allocation would result in such Limited Partner having a qualified income offset amount. Any allocation to a Limited Partner which is prevented by the operation of the preceding sentence shall be reallocated in accordance with Sections 3.1(a) and 3.1(b), and subject to this Section 3.1(c).

(d) Curative Allocations. If any profits or losses (including gross income) are allocated to a Partner pursuant to Section 3.1(b) or 3.1(c) of this Agreement, then, prior to any allocation pursuant to Section 3.1(a) and subject to Sections 3.1(a), 3.1(b) and 3.1(c), to the extent necessary, profits or losses (including gross income) for subsequent periods shall be allocated to the Partners in a manner designed to result in each Partner having a Capital Account balance equal to what it would have been had such allocation of profits or losses (including gross income) not occurred. The General Partner shall, on a temporary basis, equitably adjust the Percentage Interests of the Partners (i) to the extent necessary so that such subsequent allocations of profits or losses (including gross income) result in such restoration of the Capital Accounts of the Partners to the amounts they would have been had such allocations of profits or losses (including gross income) pursuant to Section 3.1(b) or 3.1(c) not occurred and (ii) at any other time when one or more Partners have a Capital Account less than or equal to zero. It is the intention of the Partners that each Partner’s Percentage Interest in the Partnership reflect the relative capital contributions made by that Partner.

3.2. Allocation of Gain or Loss Upon Dissolution and Termination of the Partnership. Subject to Sections 3.1(b), 3.l(c) and 3.1(d) hereof, any profits or losses of the Partnership as determined for federal income tax purposes in connection with a dissolution and termination of the Partnership shall be allocated among the Partners, and credited or charged, as the case may be, to their Capital Accounts as follows:

(a) Such profits shall be allocated (i) first to eliminate the negative Capital Account balances, if any, of any Partners on a pro rata basis, and (ii) then, to the Partners so that their respective aggregate Capital Account balances are proportionate to their respective Percentage Interests; or

(b) Such losses shall be allocated (i) first to eliminate the positive Capital Account balances, if any, of any Partners, on a pro rata basis, and (ii) then, to the Partners, pro rata, in accordance with their respective Percentage Interests.

3.3. Allocations for Tax Purposes.

(a) For each fiscal year, items of income, deduction, gain, loss or credit shall be allocated for income tax purposes among the Partners in such a manner as to reflect equitably amounts credited or debited to each Partner’s Capital Account for the current and prior fiscal years (or relevant portions thereof). Allocations under this Section 3.3 shall be made pursuant to the principles of Code Section 704(c), and in conformity with Regulations Sections 1.704- l(b)(2)(iv)(f), 1.704-l(b)(4)(i) and 1.704-3(e) promulgated thereunder, or the successor provisions to such Section and Regulations.

(b) If the Partnership realizes capital gains (including short-term gain) for Federal income tax purposes (“gains”) for any fiscal year during or as of the end of which one or mere Positive Basis Partners (as hereinafter defined) withdraw from the Partnership pursuant to Article VI, the General Partner may elect to allocate such gains as follows: (i) to allocate such gains among such Positive Basis Partners, pro rata in proportion to the respective Positive Basis (as hereinafter defined) of each such Positive Basis Partner, until either the full amount of such gains shall have been so allocated or the Positive Basis of each such Positive Basis Partner shall have been eliminated, and (ii) to allocate any gains not so allocated to Positive Basis Partners to the other Partners in such manner as shall reflect equitably the amounts credited to such Partners’ Capital Accounts pursuant to Sec. 3.1.

As used herein, (i) the term “Positive Basis’’ shall mean, with respect to any Partner and as of any time of calculation, the amount by which his interest in the Partnership as of such time exceeds his “adjusted tax basis”, for Federal income tax purposes, in his interest in the Partnership as of such time (determined without regard to any adjustments made to such “adjusted tax basis” by reason of any transfer or assignment of such interest, including by reason of death), and (ii) the term “Positive Basis Partner’’ shall mean any Partner who withdraws from the Partnership and who has Positive Basis as of the effective date of his withdrawal, but such Partner shall cease to be a Positive Basis Partner at such time as he shall have received allocations pursuant to clause (i) of the preceding paragraph equal to his Positive Basis as of the effective date of his withdrawal.

(c) Notwithstanding any provisions of this Section 3.3 to the contrary, if a Partner (the “Donor”) makes a gift of Limited Partnership interests, the items of income, deduction, gain, loss or credit for income tax purposes otherwise allocable to such gifted interests shall be allocated to the Donor to the extent required by Section 704(e) of the Code and the Regulations promulgated thereunder.

3.4. Distributions.

(a) The General Partner may make distributions of Partnership funds and cash receipts from time to time as it, in its sole discretion, shall determine. Except as provided in Sections 3.4(b), 3.4(c) and 6.5, all such distributions, if any, shall be distributed to the Partners, pro rata, in accordance with their respective Percentage Interests. Except as provided in Section 6.3, the General Partner shall not be required to make any distributions of cash receipts of any kind, but shall have the right, in its sole discretion, to invest and reinvest such cash receipts.

(b) Notwithstanding the foregoing, at the request of a Partner, the General Partner may, in its absolute discretion, distribute to such Partner not more frequently than quarterly an amount which, in the reasonable discretion of the General Partner, will be sufficient to pay such Partner’s assumed federal, state and local income tax liability (collectively, the “Taxes”) on the taxable income and gain of the Partnership allocated or to be allocated to such Partner for such quarter based on an assumed rate for Taxes that would be payable by such Partner assuming such Partner was taxed at the combined effective tax rate in the applicable taxing jurisdictions applicable to such Partner.

(c) Upon termination of the Partnership, the assets of the Partnership shall be used, applied and distributed as provided in Section 6.5 of this Agreement.

(d) Notwithstanding any provision of this Agreement to the contrary, the General Partner shall withhold and pay over to the Internal Revenue Service, pursuant to Sections 1441, 1442, 1445 or 1446 of the Code, or any successor provisions, at such times as required by such Sections, such amounts as the Partnership is required to withhold under such Sections, as from time to time are in effect. To the extent that a foreign Limited Partner claims to be entitled to a reduced rate of, or exemption from, U.S. withholding tax pursuant to an applicable income tax treaty, or otherwise, the foreign Limited Partner shall furnish the General Partner with such information and forms as such foreign Limited Partner may be required to complete where necessary to comply with any and all laws and regulations governing the obligations of withholding tax agents. Each foreign Limited Partner represents and warrants that any such information and forms furnished by such foreign Limited Partner shall be true and accurate and agrees to indemnify the Partnership and each of the Partners from any and all damages, costs and expenses resulting from the filing of inaccurate or incomplete information or forms relating to such withholding taxes.

Any amount of withholding taxes withheld and paid over by the General Partner with respect to a foreign Limited Partner’s distributive share of the Partnership’s gross income, income or gain shall be treated as a distribution to such foreign Limited Partner and shall be charged against the Capital Account of such foreign Limited Partner.

3.5. Gross Asset Value.

“Gross Asset Value” means, with respect to any asset, the asset’s adjusted basis for federal income tax purposes, except as follows:

(a) The initial Gross Asset Value of any asset contributed by a Partner to the Partnership shall be the gross fair market value of such asset, determined by the General Partner. In determining Gross Asset Value of Partnership assets, the General Partner shall determine the fair market value of each of the Partnership’s assets as follows: (1) with respect to Partnership assets for which market quotations are available, the market price for such assets, and (2) with respect to illiquid assets or assets for which there is no readily available market price, a value determined by the General Partner, in its reasonable discretion. The General Partner’s determination of such value shall be final and binding on the Partners;

(b) The Gross Asset Value of all Partnership assets shall be adjusted to equal their respective gross fair market values, determined in the same manner described in Section 3.5(a) for determining the value of the Partnership’s assets, as of the following times: (i) the acquisition of an additional interest in the Partnership by any new or existing Partner in exchange for more than a de minimis capital contribution; (ii) the non pro rata distribution by the Partnership to a Partner of more than a de minimis amount of Partnership property; and (iii) the liquidation of the Partnership within the meaning of Regulations Section 1.704-l(b)(2)(ii)(g) and (iv) at the General Partner’s discretion, to the extent permitted pursuant to the Regulations Promulgated under Section 704(b); provided, however, that adjustments pursuant to clauses (i) and (ii) above shall not be made if the General Partner reasonably determine that such adjustments are not necessary or appropriate to reflect the relative economic interests of the Partners;

(c) The Gross Asset Value of any Partnership asset distributed to any Partner shall be adjusted to equal the gross fair market value of such asset on the date of distribution, determined in the same manner described in Section 3.5(a) for determining the value of the Partnership’s assets; and

(d) Where appropriate, the Gross Asset Values of Partnership assets shall be increased (or decreased) to reflect any adjustments to the adjusted basis of such assets pursuant to Code Sections 734(b) or 743(b), but only to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to Regulations Section 1.704-l(b)(2)(iv)(m) and Section 3.l(a)(iv) hereof.

If the Gross Asset Value of an asset has been determined or adjusted pursuant to Section 3.5(a), Section 3.5(b), or Section 3.5(d) hereof, such Gross Asset Value shall thereafter be adjusted by the depreciation (if any) taken into account with respect to such asset for purposes of computing profits and losses of the Partnership.

ARTICLE IV.

CONTROL AND MANAGEMENT

4.1. General Partner. The business of the Partnership shall be conducted by the General Partner, which shall have full, exclusive and complete discretion with respect thereto. The General Partner shall devote to the Partnership business such time as it shall, in its sole discretion, determine to be required for the welfare and success of the Partnership.

4.2. Rights and Powers of General Partner. The General Partner shall have all necessary and appropriate powers to carry out the purposes and to conduct the business and affairs of the Partnership and, except as otherwise provided by Delaware law, shall have all the rights and powers of a partner of a partnership without limited partners under Delaware law. Without limiting the generality of the foregoing and Section 4.1, the General Partner shall conduct the business and affairs of the Partnership and shall be empowered, without the consent of the other Partners, except as otherwise provided in this Agreement, to make all decisions and take all actions, and refrain from taking any action, with respect thereto, at the expense of the Partnership, including, without limitation:

(a) to enter into any partnership agreement, sharing arrangement, joint venture or other similar arrangement with any persons acceptable to the General Partner;

(b) to finance all or any Partnership activities by secured or unsecured indebtedness and, in connection therewith, pledge the revenues of the Partnership, issue evidences of indebtedness and execute and deliver mortgages, deeds of trust and other security instruments of every nature and kind as security therefor, enter into interest rate swap or exchange agreements or similar financial transactions relating to the establishment of fixed and/or adjustable interest rates on Partnership borrowings, and prepay, refinance and recast any mortgage, debt or other lien;

(c) to enter into, perform and carry out contracts and agreements of every kind, and to do such other acts and carry on such other activities, as the General Partner may deem necessary or advisable, or as may be necessary or incidental to the accomplishment of the Partnership’s purposes and the conduct of the business of the Partnership, including, without limitation, contracts and agreements with the General Partner, and persons or entities affiliated with, or related to the General Partner in any manner, which persons or entities may be controlled by the General Partner or control the General Partner;

(d) to make application for all licenses, consents, permits, approvals and the like pursuant to applicable laws with respect to the Partnership’s property and the business of the Partnership;

(e) to invest funds of the Partnership in government securities of any kind and nature whatsoever (including obligations of federal and state governments and their agencies), certificates of deposit or time or demand deposits in commercial banks, savings banks and savings and loan associations, money market instruments and funds, bankers acceptances, commercial paper, and repurchase agreements in respect of United States government securities;

(f) to pay any amounts necessary or appropriate to the maintenance or operation of any Partnership property, and to incur expenses for legal, accounting, tax and other services, and for such other things, whether similar or dissimilar, as may be deemed necessary or appropriate for carrying on the business of the Partnership;

(g) to pay, extend, renew, modify, adjust, settle, submit to arbitration, prosecute, defend or compromise, upon such terms as the General Partner may determine and upon such evidence as the General Partner may deem sufficient, any obligation, suit, liability, cause of action or claim, including taxes, either in favor of or against the Partnership;

(h) to coordinate all accounting and clerical functions of the Partnership and to engage attorneys, accountants, advisors and consultants (including, without limitation, financial and investment consultants and advisors) or other such persons as the General Partner may deem necessary or advisable;

(i) to open, maintain and close bank accounts and to draw checks and other orders for the payment of money;

(j) to acquire long positions and short positions with respect to investments; to exercise warrants held by the Partnership; to write options on Partnership investments and to open and maintain accounts, including margin accounts, with brokers;

(k) to purchase, hold, sell, exchange, transfer, mortgage, pledge and otherwise acquire and dispose of and exercise all rights, powers, privileges and other incidents of ownership or possession with respect to Partnership investments contemplated in Section 1.2 (including, without limitation, ownership interests in publicly held or privately held companies); and

(l) to carry on any other activities which, in the opinion of the General Partner, are advisable, convenient or necessary in connection with or incidental to any of the foregoing.

4.3. Status of Limited Partners. The Limited Partners, in their capacity as limited partners of the Partnership, shall not take any part whatsoever in, or have any control over, the Partnership business, nor shall they have any right or authority to act for or bind the Partnership.

4.4. Admission of New Partners.

(a) At any time and from time to time, the General Partner, in its sole discretion, may admit additional Limited Partners to the Partnership. Any such additional Limited Partner upon his admission to the Partnership shall make a capital contribution to the Partnership in such amount, and in property or cash, as the General Partner shall determine and shall receive a Percentage Interest (and the other Partner’s Percentage Interests shall be adjusted) in accordance with Section 2.2(c). Each additional Limited Partner shall execute an instrument in form and substance satisfactory to the General Partner accepting and adopting the provisions of this Agreement. Substitute Limited Partners may be admitted by the General Partner in accordance with Article VII.

(b) No additional or substitute General Partner may be admitted to the Partnership except as provided in Article VI.

4.5. Reports by the General Partner. Except as provided in Article VIII, and except as otherwise mandated by applicable law, the General Partner shall have no obligation to keep the other Partners informed with respect to the activities of the Partnership or the status of any investment of the Partnership.

4.6. Exculpation and Indemnification. Neither the General Partner nor any of its agents and employees (the “Indemnified Parties”) shall be liable to the Partnership or the other Partners for any act or omission performed or omitted by the General Partner or any such other person except if such act or omission was the result of such person’s gross negligence, willful misconduct or fraud. Each of the Indemnified Parties shall be indemnified and held harmless by the Partnership from any and all losses, expenses, claims or liabilities of any nature whatsoever incurred by such Indemnified Party (including, without limitation, reasonable attorneys’ fees and expenses) arising out of or in connection with any act or omission performed or omitted by such Indemnified Party except if such act or omission was the result of such Indemnified Party’s gross negligence, willful misconduct or fraud. The Indemnified Parties shall be entitled to rely on the advice of counsel or public accountants, or any other person or entity believed by the Indemnified Parties to be knowledgeable about the matter at issue and any act or omission of the Indemnified Parties in reliance on such advice shall in no event subject the Indemnified Parties to liability to the Partnership or any other Partner, provided that any such counsel, public accountant or other person or entity was selected with reasonable care. Furthermore, for purposes of this Section 4.6, no Indemnified Party shall be deemed to have acted in a manner constituting gross negligence, willful misconduct or fraud unless so found following a final adjudication by a court of competent jurisdiction and the exhaustion by the Indemnified Parties of any rights they may have to appeal such finding.

4.7. Other Interests. Any Partner may engage in and possess an interest in other business ventures of every nature and description, independently or with others, whether or not competitive with or in conflict with the business of the Partnership, and neither the Partnership nor the other Partners shall have any rights in and to such independent ventures or the income or profits derived therefrom.

ARTICLE V.

LOANS BY PARTNERS

5.1. Optional Loans. At the request of the General Partner, the Partners may, but shall not be obligated to, make loans or advances to the Partnership, none of which loans shall be credited to the Capital Account of the lending Partner, or entitle the lending Partner to any increase in his share of the profits or distributions of the Partnership, or subject such lending Partner to any greater proportion of the losses which the Partnership may sustain.

5.2. Repayment of Loans. All loans made under this Article V shall be repayable at such time as the General Partner, in its sole discretion, shall determine after providing for the current debts and obligations of the Partnership and such contingencies as the General Partner may determine. Payments made in respect of loans made under this Article V shall be deemed first to be repayment of interest accrued on such loans and then to be repayment of the principal amount thereof.

5.3. Interest. All loans made pursuant to this Article V shall bear interest at a rate, and shall be on such other terms, as the General Partner may determine in its reasonable discretion.

5.4. Exculpation. The Partners shall have no personal liability with respect to the repayment of any loans made pursuant to this Article V.

ARTICLE VI.

DISSOLUTION AND TERMINATION

6.1. Events of Termination.

The Partnership shall be dissolved and its affairs wound up upon the first to occur of the following (each a “Terminating Event”):

(a) the withdrawal, bankruptcy, insolvency, liquidation or dissolution (each such event sometimes hereinafter referred to as a “Terminating Event”) of the last remaining General Partner, unless within ninety (90) days of such Terminating Event, remaining Partners owning a majority of the Percentage Interests of such Partners shall elect to continue the Partnership and select, by written consent, a successor General Partner and cause the admission thereof to the Partnership; and

(b) death of the last remaining General Partner; and

(c) the expiration of the term of the Partnership.

For purposes of this Agreement, a bankruptcy of a Partner shall be deemed to occur when such Partner files a petition in bankruptcy or voluntarily takes advantage of any bankruptcy or insolvency law, or is adjudicated a bankrupt, or if a petition or answer is filed proposing the adjudication of the Partner as a bankrupt and such Partner either consents to the filing thereof or such petition or answer is not discharged or denied prior to the expiration of sixty (60) days from the date of such filing.

(a) Upon the occurrence of a Terminating Event at any time with respect to a General Partner (the “Withdrawing General Partner”) who is not the last remaining General Partner, the Withdrawing General Partner shall automatically cease to be a General Partner and his, her or its Partnership interest shall automatically become a limited partner interest in the Partnership, and the Partnership shall not be terminated but shall be continued by the other remaining General Partner or General Partners.

(b) Upon the admission of a General Partner (the “Successor General Partner”) to succeed to a Withdrawing General Partner, the Successor General Partner shall purchase the then interest in the Partnership of the Withdrawing General Partner at a price and upon terms as shall be acceptable to the Successor General Partner and the Withdrawing General Partner or, if they cannot agree within sixty (60) days, as shall be determined at arbitration in the County and City of New York, in accordance with the Rules of the American Arbitration Association, such determination to be binding and conclusive upon all interested persons and entities.

(c) Except as hereinbefore provided, a Withdrawing General Partner shall have no right to have his, her or its Partnership interest redeemed or purchased by the Partnership or any other Partner, or to receive the fair value of his, her or its Partnership interest.

(d) Any General Partner may voluntarily withdraw as a General Partner of the Partnership on not less than sixty (60) days’ prior written notice to the Partnership and each of the Partners. In the event of any such withdrawal, the provisions of this Section 6.2 shall govern the disposition of the interest of such Withdrawing General Partner.

(e) Any Partner whose interest is redeemed or purchased by the Partnership or any other Partner thereunder shall (or his, her or its legal representatives shall) execute and deliver such documents and instruments as may be reasonably required by the purchasing or redeeming party to effectuate the purchase or redemption. Such documents shall include, without limitation, a representation and warranty that the Partnership interest being redeemed or acquired is owned entirely by the transferring Partner free and clear of all liens, claims and encumbrances.

6.3. Death, Incapacity, or Withdrawal of a Limited Partner.

(a) In the event of the death or incapacity of a Limited Partner who is a natural person, such Limited Partner shall be deemed not to be a Limited Partner for purposes of making decisions, exercising powers and giving consents thereunder, and the executor, administrator, committee or other legal representative of the deceased or incapacitated Limited Partner shall succeed to the right of such deceased or incapacitated Limited Partner to receive allocations and distributions thereunder, and may be admitted to the Partnership as a Limited Partner in the place and stead of the deceased or incapacitated Limited Partner in accordance with Section 7.3, but shall not be deemed to be a substituted Limited Partner unless so admitted.

(b) In the event of the termination of a trust or custodianship which is a Limited Partner, such trust or custodianship shall no longer be deemed a Limited Partner for purposes of making decisions, exercising powers and giving consents hereunder, and the person or entity entitled to receive the assets of such trust or custodianship as a result of such termination shall succeed to the rights of such trust or custodianship to receive allocations and distributions hereunder, and may be admitted to the Partnership as a Limited Partner in the place and stead of such trust or custodianship in accordance with Section 7.3, but shall not be deemed to be a substituted Limited Partner unless so admitted.

(c) Upon the death of a Limited Partner, such deceased Limited Partner’s beneficial interest in the Partnership may be transferred to any one or more of the remaining Partners, the issue of such deceased Limited Partner, the issue of any remaining Partner, or a trust for the benefit of any such issue (the “Permissible Transferees”), but any such transferee shall only have the right to receive distributions and allocations with respect to such Partnership interest, unless such transferee is admitted to the Partnership by the General Partner in accordance with Article VII hereof. If the beneficial interest of a deceased Limited Partner would pass by will or operation of law to any person who is not a Permissible Transferee, such beneficial interest will be deemed canceled and such transferee shall have no economic or other interest therein. In that event, the capital account balance attributable to the canceled interest shall be reallocated to the Limited Partners pro rata based on their respective percentage interests. Notwithstanding the foregoing, if the beneficial interest of a deceased Limited Partner passes by will or operation of law to a person who is not a Permissible Transferee and the General Partner consents to the admission of such person to the Partnership in accordance with Article VII hereof, the terms of the prior two sentences shall not apply.

(d) No Limited Partner shall have the right to have his interest redeemed by the Partnership or to withdraw from the Partnership except as herein provided.

6.4. Winding Up. Upon a dissolution of the Partnership requiring the winding-up of its affairs, the General Partner shall wind up its affairs; provided, however, if there shall be no General Partner at such time, Limited Partners owning a majority of the Percentage Interests of such Partners shall designate a person or persons (who may be Partners) to wind up the Partnership’s affairs. The assets of the Partnership shall be sold within a reasonable period of time, to the extent necessary to pay or provide for the debts and liabilities of the Partnership, and may be sold to the extent deemed commercially feasible by the person or persons winding up the affairs of the Partnership, and all assets of the Partnership shall be distributed as provided in Section 6.5.

6.5. Distributions Upon Winding Up. The proceeds of any winding up shall be applied and distributed in the following order of priority to the extent that such order of priority is consistent with the laws of the State of Delaware:

(a) to the payment of the debts and liabilities of the Partnership and the expenses of dissolution and liquidation and to the setting up of any reserves which may be deemed necessary by the person winding up the affairs of the Partnership for any unforeseen liabilities or obligations of the Partnership;

(b) pro rata to the repayment of any advances or optional loans, with interest accrued thereon, if any, that may have been made by any of the Partners to the Partnership under Section 5.1;

(c) then to all of the Partners in accordance with the positive balance of their Capital Accounts (as adjusted for allocations under Section 3.2); and

(d) then to the Partners in accordance with their respective Percentage Interests.

6.6. Statements on Winding Up. Upon termination of the Partnership, a statement shall be prepared by the Partnership, which shall set forth the assets and liabilities of the Partnership as of the date of termination.

6.7. Winding Up – Distributions of Property Other Than Cash. The General Partner shall be authorized, in its sole discretion, to distribute to a Partner property other than cash. In the event that the General Partner shall determine to make such distributions in kind, for purposes only of computing the Capital Accounts of the respective Partners, such distributions shall be treated as a sale by the Partnership of the property so distributed for an amount equal to its Gross Asset Value as determined under Section 3.5(c) on the date of such distribution, and the resulting deemed gain or loss shall be allocated in accordance with Section 3.2 hereof. The Gross Asset Value used for purposes of this Section 6.7 in determining the amount of deemed gain or loss shall (after taking into account all liabilities secured by such property that the Partner is considered to assume or take subject to) be determinative of the values of such assets for purposes of determining the amounts of distributions to Partners under Section 6.5.

ARTICLE VII.

TRANSFERS OF INTEREST

7.1. Transfers Generally Prohibited. No Partner may sell, transfer, assign, or otherwise dispose of, or pledge, mortgage, hypothecate, or otherwise encumber (collectively “Transfers”) all or any part of his interest in the Partnership except as herein provided, and any attempt to transfer or encumber any interest in the Partnership in violation of this Agreement shall be void.

7.2. Permitted Transfers. No Transfers by any Limited Partner are permitted hereunder, except with the consent of the General Partner, in its sole discretion, or upon death of a Partner as provided in Section 6.3(a). No General Partner may Transfer his, her or its Partnership interest except upon a Terminating Event with respect to that General Partner in accordance with Section 6.2(a).

7.3. Substitution of Transferees. Notwithstanding any provision in this Agreement to the contrary, no transferee of all or any part of the Partnership interest of a Limited Partner shall have the right to become a substitute Limited Partner unless:

(a) his, her or its transferor (or his, her or its legal representative) has stated such intention in the instrument of Transfer;

(b) the transferee has executed and delivered an instrument satisfactory in form and substance to the General Partner accepting and adopting the terms and provisions of this Agreement; and

(c) the General Partner has consented to the substitution of the transferee as a Limited Partner, which consent shall be in its sole and absolute discretion.

7.4. Right of First Refusal. In the event that any partner (hereinafter referred to as the “Selling Partner”) shall receive a bona fide offer to purchase all or part of his, her or its interest in the Partnership (the “Offered Interest”) which the Selling Partner desires to accept, the Selling Partner shall promptly give written notice thereof to the other Partners (which notices shall be given on the same day), which notice shall contain the name and address of the proposed purchaser and (if such proposed purchaser is not an individual) of the ultimate beneficial owner or owners of the proposed purchaser and all material terms and conditions of the offer, including true and correct copies of any written offer and other relevant correspondence. The notice shall be accompanied by an offer by the Selling Partner to sell the Offered Interest to the notified Partners pursuant to the offer tendered by the proposed purchaser. The Selling Partner shall promptly provide such additional information to the notified Partners with respect to the identity of the proposed purchaser, its financial standing, and such other information as may reasonably be requested by the notified Partners.

The Partners receiving such offer shall have the right, exercisable by delivery of notice in writing to the Selling Partner within sixty (60) days after receipt of such notice and offer, to elect to purchase the Offered Interest at the price and upon the same terms and conditions contained in the offer tendered by the proposed purchaser. In the event that two or more Partners elect to exercise their respective rights to purchase, then the Selling Partner shall sell the Offered Interest to all such Partners on a pro rata basis, with each such Partner purchasing that portion of the Offered Interest which bears the same ratio to the Offered Interest as such Partner’s Percentage Interest bears to the sum of the Percentage Interests of all Partners electing to exercise such rights to purchase.

To the extent that all of the other Partners shall fail to exercise their respective rights to purchase the Offered Interest within the time and in the manner hereinbefore provided, the Selling Partner shall be free to complete the sale of the unpurchased portion of the Offered Interest to the proposed purchaser upon the terms and conditions contained in the offer submitted to the other Partners, within ninety (90) days after the expiration of the initial sixty (60) day period. If the sale is concluded with the proposed purchaser, the proposed purchaser shall be bound by all of the terms and conditions of this Agreement with the same force and effect as if the proposed purchaser had been a signatory and an original party to this Agreement. The proposed purchaser shall, by written instrument delivered to the other Partners, expressly assume the obligations of the Selling Partner that are attributable to the Offered Interest, except those obligations which are not enforceable personally against the Selling Partner but only by foreclosure of a lien or encumbrance on the property or assets of the Partnership.

In the event of any change in the identity of the proposed purchaser or in the price, terms or conditions of the offer, or in the event that the sale to the proposed purchaser is not completed in the manner and within the time hereinabove provided, the Selling Partner may not sell or otherwise alienate his interest to anyone unless and until a new offering notice shall be given by the Selling Partner to the other Partners, in accordance with the procedure hereinabove provided in this Section 7.4. Notwithstanding any provision of this Section 7.4 to the contrary, a proposed purchaser shall only be admitted as a member of the Partnership pursuant to the provisions of Section 7.3 hereof.

ARTICLE VIII.

ACCOUNTING

8.1. Books and Records. The Partnership shall maintain true and correct books and records in accordance with the method of accounting used by the Partnership for federal income tax purposes, showing all costs, expenditures, revenues, receipts, assets and liabilities, and profits and losses (as determined under Section 3.1 of this Agreement) and all other records necessary, convenient or incidental to recording the Partnership’s business and affairs and sufficient to record the allocation of profits, losses and distributions as provided for herein.

8.2. Fiscal Year. Unless otherwise required, the fiscal year of the Partnership shall be the calendar year.

8.3. Reports. As soon as practicable after the close of each calendar year, the Partnership shall cause to be prepared and mailed to each Partner a report setting forth in sufficient detail all such information and data as shall enable such Partner to prepare his state and federal income tax returns in accordance with the laws, rules and regulations then prevailing. The Partnership shall also cause to be prepared and filed all federal, state and local tax returns required of the Partnership.

8.4. Bank Accounts. Any bank accounts maintained by the General Partner with respect to Partnership funds shall be in the name of the Partnership in such banks as are determined by the General Partner. Withdrawals from said banks shall be made on signature of the General Partner if there is only one General Partner, or of only one General Partner if there is more than one General Partner, and such other person or persons as shall be authorized by the General Partner, and there shall be no commingling of the monies and funds of the Partnership with monies and funds of any other entity.

8.5. Accounting Decisions; Tax Matters Partner. All decisions as to accounting principles and tax elections shall be made by the General Partner. The General Partner shall be the Tax Matters Partner of the Partnership for purposes of Section 6231(a)(7) of the Code.

8.6. Adjustment of Basis of Partnership Property. In the event of a distribution of Partnership property to a Partner or an assignment or other transfer (including by reason of death) of all or part of the interest of a Partner in the Partnership, at the request of a Partner, the General Partner, in its sole discretion, may cause the Partnership to elect, pursuant to Code Section 754, or the corresponding provision of subsequent law, to adjust the basis of the Partnership property as provided by Code Sections 734 and 743.

ARTICLE IX.

GENERAL PROVISIONS

9.1. Power of Attorney. Each Partner hereby makes, constitutes and appoints the Managing Member of KMC Partners, LLC, and each successor General Partner appointed hereunder, as long as such Partner is acting in his, her or its capacity as the General Partner, his true and lawful attorney, in his name, place and stead, to make, execute, sign, acknowledge and file with respect to the Partnership:

(a) a certificate of limited partnership and any amendments thereto as may be required by law or as may be otherwise necessary or desirable in the sole discretion of the General Partner;

(b) any amendments to this Agreement pursuant to Section 2.2(d) or 9.2;

(c) all assumed or fictitious name certificates and amendments thereto and all such other documents as may be required by law or as may be otherwise necessary or desirable in the sole discretion of the General Partner;

(d) all papers which may be deemed necessary or desirable by such attorney to effect the dissolution and liquidation of the Partnership in accordance with the provisions of this Agreement; and

(e) such other instruments, documents and certificates as may from time to time be required by the laws of the United States, the State of Delaware or any other jurisdiction in which the Partnership shall determine to do business, or any political subdivision or agency thereof, to effectuate, implement, continue and defend the valid and subsisting existence of the Partnership.

This power of attorney shall be irrevocable and deemed to be coupled with an interest and shall survive the bankruptcy, insolvency, death, incompetency or dissolution of a Partner and the Transfer of all or part of a Partner’s interest in the Partnership.

9.2. Amendments. This Agreement may only be amended by a written instrument executed by or on behalf of the General Partner.

9.3. No Partition. The Partners hereby waive any right of partition they may have with respect to any assets of the Partnership, now existing or hereafter acquired.

9.4. Minors and lncompetents. In the event that any Partner is a minor or becomes incompetent, the General Partner may pay any distributions in respect of such Partner’s Partnership interest to such Partner’s parent, legal guardian, custodian, conservator, adult guardian or other legal representative and permit such parent, legal guardian, custodian, conservator, adult guardian or other legal representative to give any consents or approvals permitted hereunder on behalf of such minor or incompetent Partner.

9.5. Inspection. Each Partner or his authorized representative may examine any of the books, records and properties of the Partnership during normal business hours upon reasonable notice.

9.6. Integration. This Agreement is the entire agreement among the parties with respect to the subject matter hereof.

9.7. Notices. All notices, demands, offers or other communications required or permitted by this Agreement (other than pursuant to Article VIII) shall be in writing and shall be sent by prepaid registered or certified mail, return receipt requested, or by hand delivery, and addressed to the Partnership at its address as set forth above, and to the Partner at its respective addresses set forth in Schedule A hereto or to such other address as shall, from time to time, be supplied by any party to the others by like notice, and shall be deemed given upon the date the return receipt is signed on behalf of the receiving party or, if hand delivered, upon delivery. All matters under Article VIII shall be sent by regular U.S. Mail to the aforesaid addresses.

9.8. Benefits and Obligations. The covenants and agreements herein contained shall inure to the benefit of (subject to Article VII), and be binding upon, the parties hereto and their respective successors and assigns. This Agreement shall not inure to the benefit of or be enforceable by creditors, contractors or other third parties.

9.9. Severability. If any provision of this Agreement or the application thereof to any party or circumstance shall be determined by any court of competent jurisdiction to be invalid and unenforceable to any extent, the remainder of this Agreement or the application of such provision to such person or circumstance, other than those as to which it so determined invalid or unenforceable, shall not be affected thereby, and each provision thereof shall be valid and shall be enforced to the fullest extent permitted by law.

9.10. Gender. All references in this Agreement to any gender shall be deemed and construed to include any other gender and legal entity, and words in the singular shall be deemed and construed to include the plural, and vice versa, unless the context otherwise requires.

9.11. Applicable Law. This Agreement shall be construed and enforced in accordance with the laws of the State of Delaware.

9.12. Counterparts. This Agreement may be executed in several counterparts, each of which shall constitute the same instrument.

9.13. Additional and Successor Partners. All references in this Agreement to the General Partner and the Limited Partners shall mean the General Partner and the Limited Partners who are parties hereto and all additional and successor General Partners and Limited Partners admitted to the Partnership in accordance with this Agreement.

9.14. Headings. The headings in this Agreement are solely for convenience of reference and shall not affect its interpretation.

IN WITNESS WHEREOF, the parties have caused this Agreement of Limited Partnership to be executed on the 5^th day of November, 1999, to be effective as of that day.

Exhibit 6

KMC PARTNERS, LLC

LIMITED LIABILITY COMPANY AGREEMENT, dated as of November 5, 1999, by and between Kenneth D. Cole and Maria Cuomo Cole as Members (the “Members”).

Preliminary Statement

The Members desire to form a limited liability company under the Delaware Limited Liability Company Act, 6 Del. C. §§18-101, et seq., as amended from time to time (the “Delaware Act”).

Accordingly, in consideration of the mutual promises made herein, the parties hereto hereby agree as follows.

ARTICLE I.

General Provisions

Section 1.01. Name. The name of the Company is “KMC Partners, LLC”.

Section 1.02. Purposes. The Company has been organized (a) to engage in all aspects of capital investment and management, directly or through partnerships, as general partner or otherwise, including investment in securities, real estate assets, oil, gas, mineral or other interests of any kind in natural resources (including interests commonly known as working interests in oil, gas or any other mineral) and intellectual property rights; (b) to act as the general partner of KMC Partners, L.P.; (c) to conduct such other activities as are necessary or incidental to the foregoing purposes; and (d) to engage in any other activities permitted under applicable law.

Section 1.03. Registered Office; Registered Agent. The registered office of the Company in the State of Delaware is 9 East Loockerman Street, Dover, Delaware 19901. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is National Corporate Research, Ltd., 9 East Loockerman Street, Dover, Delaware 19901.

Section 1.04. Members. Kenneth D. Cole is the Managing Member of the Company and his address is [intentionally omitted]. The name and address of the other Member is as follows:

Section 1.05. Capital Contributions; Percentage Interests. The Members shall make initial aggregate capital contributions to the Company totaling $1000 in the following proportions (“Percentage Interests”):

The Members may make additional capital contributions to the Company at the times and in the aggregate amounts determined by the Managing Member, which contributions shall be reflected in the Members’ Percentage Interests.

Section 1.06. Restrictions on Transfer. No Member shall have the right to sell, assign, pledge, transfer or otherwise dispose of all or any part of his or her interest in the Company without the written approval of the Managing Member, in his sole discretion. Any purported sale, assignment, transfer or other disposition of all or any part of an interest in the Company not in accordance with the foregoing shall be null and void and of no force or effect.

ARTICLE II.

Management of the Company

The power to make decisions with regard to the day-to-day management of the Company shall be vested solely in the Managing Member, or such Members or officers as may from time to time hereinafter be designated as the Managing Member. Except as authorized by the Managing Member, the Members shall have no right or authority to act on behalf of the Company in connection with any matter. The Managing Member shall exercise its powers in his capacity as a Member, and there shall be no “manager” as defined in the Delaware Act.

ARTICLE III.

Capital Accounts of Members and Operation Thereof

Section 3.01. Definitions. For the purposes of this Agreement, unless the context otherwise requires:

(a) “Code” means the Internal Revenue Code of 1986, as amended.

(b) “Net Income or Net Loss”, as appropriate, means, for any period, the taxable income or tax loss of the Company for such period for Federal income tax purposes as determined by the Company’s independent public accountants taking into account any separately stated items, increased by the amount of any tax-exempt income of the Company during such period and decreased by the amount of any Code Section 705(a)(2)(B) expenditures (within the meaning of Treasury Regulation Section 1.704-1(b)(2)(iv)(i)) of the Company; provided, however, that Net Income or Net Loss of the Company shall be computed without regard to the amount of any items of gross income, gain, loss or deduction that are specially allocated pursuant to Sec. 3.04. In the event that the Capital Accounts are adjusted pursuant to Sec. 3.02(b), the Net Income or Net Loss of the Company (and the constituent items of income, gain, loss and deduction) realized thereafter shall be computed in accordance with the principles of Treasury Regulation Section 1.704-1(b)(2)(iv)(g).

(c) “Section 704(c) Property” means any Company property that is contributed to the Company pursuant to Sec. 3.02(a)(ii) or revalued pursuant to Sec. 3.02(b) of this Agreement, in either case if the fair market value of such property differs from its adjusted basis as of the date of such contribution or revaluation.

Section 3.02. Capital Accounts.

(a) There shall be established for each Member on the books of the Company a capital account (a “Capital Account”), which shall be maintained and adjusted as required in Section 704(b) and the Treasury regulations promulgated thereunder. The Capital Account of a Member shall be credited with (i) the amount of all cash capital contributions by such Member to the Company and (ii) the fair market value of any property contributed by such Member to the Company (net of any liabilities secured by such property that the Company is considered to assume or take subject to under Section 752 of the Code). The Capital Account of a Member shall be increased by the amount of any Net Income (or items of gross income) allocated to such Member pursuant to Secs. 3.03 and 3.04, and decreased by (i) the amount of any Net Loss (or items of loss or deduction) allocated to such Member pursuant to Secs. 3.03 and 3.04, (ii) the amount of any cash distributed to such Member pursuant to Article V and (iii) the fair market value of any asset distributed in kind to such Member (net of any liabilities secured by such asset that such Member is considered to assume or take subject to under Section 752 of the Code). The Capital Account of the Member also shall be adjusted appropriately to reflect any other adjustment required pursuant to Treasury Regulation Section 1.704-l or 1.704-2.

(b) Upon the occurrence of any event specified in Treasury Regulation Section 1.704-l(b)(2)(iv)(f), the Managing Member may cause the Capital Accounts of the Members to be adjusted to reflect the fair market value of the Company’s assets at such time (as determined by the Managing Member) in accordance with such Regulation.

(c) The Managing Member shall at all times maintain a positive Capital Account balance in an amount sufficient to ensure that the Company is treated as a partnership for federal income tax purposes. The Managing Member shall make additional capital contributions to the Company, if any, as are necessary to comply with this Sec. 3.02(c).

Section 3.03. Allocations. Subject to Sec. 3.04, allocations to the Members of Net Income and Net Losses at the end of each fiscal year (or other period) shall be made in accordance with their respective Percentage Interests as of such date.

Section 3.04. Special Allocations.

(a) Section 704(b) Allocation Limitations. Notwithstanding Sec. 3.03, special allocations of Net Income, Net Loss or specific items of income, gain, loss or deduction may be required for any fiscal year (or other period) as follows:

(i) Minimum Gain Chargeback. The Company shall allocate items of income and gain among the Members at such times and in such amounts as necessary to satisfy the minimum gain chargeback requirements of Treasury Regulation Sections 1.704-2(f) and 1.704-2(i)(4).

(ii) Qualified Income Offset. The Company shall specially allocate Net Loss and items of income and gain when and to the extent required to satisfy the “qualified income offset” requirement within the meaning of Treasury Regulation Section 1.704-1(b)(2)(ii)(d).

(b) Adjustment of Allocations. In the event that the Managing Member reasonably determines that the allocations otherwise required pursuant to Sec. 3.03 or Sec. 3.04 would not properly reflect the economic arrangement of the Members or would otherwise cause any inequitable or onerous result for any Member, then, notwithstanding any provision in this Agreement to the contrary, the Managing Member may adjust such allocations in such manner as he reasonably determines to be required to prevent such result.

Section 3.05. Allocation of Income and Loss for Tax Purposes. The Company’s ordinary income and losses, capital gains and losses and other items as determined for Federal income tax purposes (and each item of income, gain, loss or deduction entering into the computation thereof) shall be allocated to the Members in the same proportions as the corresponding “book” items are allocated pursuant to Secs. 3.03 and 3.04. Notwithstanding the foregoing sentence, Federal income tax items relating to any Section 704(c) Property shall be allocated among the Members in accordance with Section 704(c) of the Code and Treasury Regulation Sections 1.704-l(b)(2)(iv)(g), 1.704-1(b)(4)(i) and 1.704-3(e) to take into account the difference between the fair market value and the tax basis of such Section 704(c) Property as of the date of its revaluation pursuant to Sec. 3.02(c) of this Agreement. Items described in this Sec. 3.05 shall neither be credited nor charged to the Members’ Capital Accounts.

Section 3.06. Determination by the Managing Member of Certain Matters.

All matters concerning valuations and the allocation of taxable income, deductions, credits, Net Income and Net Losses among the Members, including taxes thereon and accounting procedures, not expressly provided for by the terms of this Agreement, shall be equitably determined in good faith by the Managing Member, whose determination shall be final, conclusive and binding as to all of the Members.

Section 3.07. Adjustments by the Managing Member to Take Account of Interim Year Events. In the event that a Member shall be admitted to, or shall withdraw from, the Company other than at the end of the Company’s fiscal year, allocations among the Members and accounting procedures shall be equitably determined in good faith by the Managing Member, whose determination shall be final, conclusive and binding as to all of the Members.

ARTICLE IV.

Tax Returns; Reports to Members

Section 4.01. Filing of Tax Returns. The Managing Member, at the Company’s expense, shall prepare and file, or cause the accountants of the Company to prepare and file, a Federal information tax return in compliance with Section 6031 of the Code and any required state and local income tax and information returns for each tax year of the Company.

Section 4.02. Reports to Current and Former Members. The Company may at any time or from time to time, as determined by the Managing Member, prepare and mail, or cause its accountants to prepare and mail, to each Member and, to the extent necessary, to each former Member (or his or her legal representative), a report setting forth in sufficient detail that information which will enable such Member or former Member (or his or her legal representative) to prepare his or her federal, state and local tax returns in accordance with the laws, rules and regulations then prevailing.

Section 4.03. Tax Matters Partner. The Managing Member shall be designated on the Company’s annual federal information tax return as the Tax Matters Partner of the Company for purposes of Section 623l(a)(7) of the Code. Each person (for purposes of this Sec. 4.03, called a “Pass-Thru Member”) that holds or controls an interest as a Member on behalf of, or for the benefit of another person or persons, or which Pass-Thru Member is beneficially owned (directly or indirectly) by another person or persons shall, within 30 days following receipt from the Tax Matters Partner of any notice, demand, request for information or similar document, convey such notice or other document in writing to all holders of beneficial interests in the Company holding such interests through such Pass-Thru Member. In the event the Company shall be the subject of an income tax audit by any federal, state or local authority, to the extent the Member is treated as an entity for purposes of such audit, including administrative settlement and judicial review, the Tax Matters Partner shall be authorized to act for and its decision shall be final and binding upon, the Company and each Member thereof. All expenses incurred in connection with any such audit, investigation, settlement or review shall be borne by the Company.

ARTICLE V.

Distributions

Distributions shall be made to the Members at the times and in the aggregate amounts determined by the Managing Member and shall be pro rata in proportion to the Percentage Interests of the Members. Notwithstanding the foregoing, distributions made in connection with a sale of all or substantially all the Company’s assets or a liquidation of the Company shall be made in accordance with the Members’ Capital Account balances.

ARTICLE VI.

Admission of Additional or Substitute Members

No additional Member or substitute Member (including a new or additional Managing Member or substitute Managing Member) shall be admitted to the Company (or elected) without the written approval of the Managing Member, in his sole discretion. Notwithstanding the foregoing, however, if the Managing Member dies or a court of competent jurisdiction adjudges him to be incompetent to manage his person or his property, a new or substitute Managing Member may be admitted to the Company (or elected) with the unanimous written approval of the other Members.

ARTICLE VII.

Liability of Members

The Members shall not have any liability for the obligations or liabilities of the Company except to the extent expressly provided in the Delaware Act.

ARTICLE VIII.

Death or Incompetency of a Member

If a Member dies or a court of competent jurisdiction adjudges him or her to be incompetent to manage his or her person or property, such Member’s rights and powers as a Member shall terminate, except with respect to his or her beneficial interest in his or her Capital Account. In that connection, such Member’s executor, administrator, guardian, conservator or other legal representative shall have only the economic rights and powers of such Member, and no voting rights, unless admitted to the Company as a substitute Member pursuant to Article VI.

ARTICLE IX.

Dissolution

The Company shall continue to exist notwithstanding the occurrence of any event which terminates the continued membership of a Member in the Company; provided, however, that the Managing Member may dissolve the Company and wind up its affairs at any time.

ARTICLE X.

Miscellaneous

Section 10.01. Amendments. This Agreement may be amended only by a written instrument executed by the Managing Member, provided that any such amendment does not adversely affect the interest of any other Member in any material respect.

Section 10.02. Benefits of Agreement. None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditor of the Company or of any Member.

Section 10.03. Integration. This Agreement constitutes the entire agreement among the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements and understandings of the parties in connection therewith.

Section 10.04. Headings. The titles of Sections of this Agreement are for convenience of reference only and shall not define or limit any of the provisions of this Agreement.

Section 10.05. Counterparts. This Agreement may be executed in counterparts, each of which shall be considered an original, and all of which shall together constitute but one and the same instrument.

Section 10.06. Gender. All references in this Agreement to any gender shall be deemed and construed to include any other gender and legal entity, and words in the singular shall be deemed and construed to include the plural, and vice versa, unless the context otherwise requires.

Section 10.07. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to conflicts of law principles of such State.

IN WITNESS WHEREOF, the undersigned have duly executed this Limited Liability Company Agreement as of the 5^th day of November, 1999 to be effective as of that date.