Exhibit 10.27


 


UNITS OF LIMITED
PARTNERSHIP INTEREST IN THE PARTNERSHIP HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES OR BLUE SKY LAWS OF ANY
STATE OR OTHER JURISDICTION.  WITHOUT
SUCH REGISTRATION, SUCH UNITS MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR
OTHERWISE TRANSFERRED, EXCEPT UPON DELIVERY TO THE GENERAL PARTNER OF AN
OPINION OF COUNSEL SATISFACTORY TO THE GENERAL PARTNER OF THE PARTNERSHIP THAT
REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER OR THE SUBMISSION TO THE GENERAL
PARTNER OF THE PARTNERSHIP OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE
GENERAL PARTNER TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION
OF THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE SECURITIES OR BLUE
SKY LAWS OF ANY STATE OR OTHER JURISDICTION. 
IN ADDITION, ANY TRANSFER OF UNITS REQUIRES THE PRIOR WRITTEN CONSENT OF
THE GENERAL PARTNER AND IS SUBJECT TO OTHER RESTRICTIONS PURSUANT TO THIS
AGREEMENT.


 


 


AGREEMENT OF LIMITED PARTNERSHIP


 


OF


 


CWEI SOUTH LOUISIANA I, L.P.


 

















 


TABLE OF CONTENTS


 


	
  ARTICLE I

  DEFINITIONS

  
	
   

  	
   

  
	
  1.01

  	
  Certain Definitions

  
	
  1.02

  	
  Construction

  
	
  ARTICLE II

  ORGANIZATION

  
	
   

  	
   

  
	
  2.01

  	
  Formation

  
	
  2.02

  	
  Name

  
	
  2.03

  	
  Registered
  Office; Registered Agent; Other Offices

  
	
  2.04

  	
  Purposes

  
	
  2.05

  	
  Certificate; Foreign
  Qualification

  
	
  2.06

  	
  Term

  
	
  ARTICLE III

  GENERAL PARTNER; MANAGEMENT

  
	
   

  	
   

  
	
  3.01

  	
  Authority of General
  Partner

  
	
  3.02

  	
  Certain
  Restrictions on General Partner’s Power and Authority

  
	
  3.03

  	
  Duties and
  Services of General Partner

  
	
  3.04

  	
  Operating
  Agreements

  
	
  3.05

  	
  Admission of
  Additional General Partners

  
	
  3.06

  	
  Withdrawal of General
  Partner

  
	
  3.07

  	
  General Partner as
  Limited Partner

  
	
  ARTICLE
  IV

  LIMITED PARTNERS

  
	
   

  	
   

  
	
  4.01

  	
  Restrictions on
  Limited Partners

  
	
  4.02

  	
  Access
  to Information

  
	
  4.03

  	
  Admission of
  Additional Limited Partners

  
	
  4.04

  	
  Investment
  Representations of the Limited Partners

  
	
  4.05

  	
  Transfer
  Restrictions

  
	
  4.06

  	
  Permitted
  Transfers; Status as Assignee

  
	
  4.07

  	
  General Partner’s
  Right of Purchase

  
	
  4.08

  	
  Specific
  Performance

  
	
  ARTICLE
  V

  CAPITAL CONTRIBUTIONS

  
	
   

  	
   

  
	
  5.01

  	
  Capital
  Contributions of General Partner

  
	
  5.02

  	
  Initial
  Capital Contributions of Limited Partners

  
	
  5.03

  	
  Additional
  Capital Contributions of Limited Partners

  
	
  5.04

  	
  Capital Accounts

  
	
  5.05

  	
  Return of Capital
  Contribution

  



 


i

















 


	
  ARTICLE VI

  SHARING, ALLOCATIONS AND DISTRIBUTIONS

  
	
   

  	
   

  
	
  6.01

  	
  Sharing
  and Allocation of Costs and Expenses

  
	
  6.02

  	
  Sharing and
  Allocation of Revenues

  
	
  6.03

  	
  Allocations
  for Capital Account and Tax Purposes

  
	
  6.04

  	
  Distributions

  
	
  6.05

  	
  Withholding Taxes

  
	
  ARTICLE VII

  BOOKS, RECORDS AND BANK ACCOUNTS

  
	
   

  
	
  7.01

  	
  Maintenance
  of Books

  
	
  7.02

  	
  Accounts

  
	
  ARTICLE VIII

  DISSOLUTION, LIQUIDATION AND TERMINATION

  
	
   

  
	
  8.01

  	
  Dissolution

  
	
  8.02

  	
  Liquidation and Termination

  
	
  8.03

  	
  Termination

  
	
  ARTICLE
  IX

  GENERAL PROVISIONS

  
	
   

  
	
  9.01

  	
  Offset

  
	
  9.02

  	
  Notices

  
	
  9.03

  	
  Entire Agreement

  
	
  9.04

  	
  Effect of Waiver or Consent

  
	
  9.05

  	
  Amendment or Modification

  
	
  9.06

  	
  Binding Effect

  
	
  9.07

  	
  Governing Law; Severability

  
	
  9.08

  	
  Further Assurances

  
	
  9.09

  	
  Waiver
  of Certain Rights

  
	
  9.10

  	
  Insurance

  
	
  9.11

  	
  Indemnification

  
	
  9.12

  	
  Counsel to the Partnership

  
	
  9.13

  	
  Power of Attorney

  
	
  9.14

  	
  Counterparts

  
	
  9.15

  	
  No
  Employment Contract

  
	
   

  
	
  Exhibit A – Schedule of Limited Partners

  	
   

  
	
  Exhibit B – Area of Interest

  	
   

  
	
  Exhibit C – Wells

  	
   

  
	
  Exhibit D – Allocations of Profits and
  Losses and Other Tax Matters

  	
   

  
				



 


ii

















 


AGREEMENT OF LIMITED PARTNERSHIP


 


OF


 


CWEI SOUTH LOUISIANA I, L.P.


 


This AGREEMENT OF LIMITED PARTNERSHIP OF CWEI SOUTH
LOUISIANA I, L.P. (this “Agreement”) is made and entered into as of October 1, 2002
(the “Effective Date”),
by and among the Partners (as defined below).


 


FOR AND IN CONSIDERATION OF the mutual covenants,
rights, and obligations set forth in this Agreement, the benefits to be derived
from them, and other good and valuable consideration, the receipt and the
sufficiency of which is hereby acknowledged, the Partners agree as follows:


 


ARTICLE I

DEFINITIONS


 


1.01         Certain Definitions.  As used in this Agreement, the following
terms have the following meanings:


 


“Acquisition Costs” means (i) the costs of
acquiring a leasehold interest, including, without limitation, direct costs of
seismic data and interpretation, lease broker services, title examinations,
filing fees, and recording costs, and (ii) the fair value of Partnership
Properties contributed to the Partnership by the General Partner.


 


“Act” means the
Texas Revised Limited Partnership Act and any successor statute, as amended.


 


“Affiliate”
means, when used with reference to a specified Person, (a) any Person directly
or indirectly owning, controlling or holding power to vote 50% or more of the
outstanding voting securities of the specified Person, (b) any Person 50% or
more of whose outstanding voting securities are directly or indirectly owned,
controlled or held with power to vote by the specified Person, (c) any Person
directly or indirectly controlling, controlled by or under common control with
the specified Person, (d) if the specified Person is a corporation, any officer
or director of the specified Person or of any corporation directly or indirectly
controlling that specified Person, (e) if the specified Person is a
partnership, any general partner or if the general partner is a partnership,
the general partners of that partnership, and (f) if the specified Person is an
individual, such individual’s spouse and natural and adoptive lineal
descendants and trusts for the benefit of any such Persons.  For purposes of this definition, the ability
through share ownership or contractual arrangement to elect or cause the
election of a majority of the board of directors of a corporation shall
constitute “control.”


 


“Agreed Rate” means 3.596% per annum.


 


“Agreement”
means this Agreement of Limited Partnership, as amended or restated from time
to time.


 

















 


“Area of Interest”
means the area described in Exhibit B.


 


“Capital Account”
has the meaning set forth in Section 5.04.


 


“Capital Contribution”
means, for any Partner, the dollar amount of any cash contributed to the
capital of the Partnership and the fair value of any property contributed to
the Partnership by such Partner.


 


“Certificate”
means the certificate of limited partnership of the Partnership filed with the
Secretary of State of Texas, as amended or restated from time to time.


 


“Change in Control” has the meaning set
forth in Section 8.01(d).


 


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


 


“Contribution Date”
has the meaning set forth in Section 5.03(a).


 


“Contribution Notice” has
the meaning set forth in Section 5.03(a).


 


“CWEI” means
Clayton Williams Energy, Inc., a Delaware corporation.


 


“Event of Forfeiture”
has the meaning set forth in Section 4.07.


 


“Event of Withdrawal”
means the withdrawal of the General Partner as provided in Section 3.06.  The events described in subdivisions (4),
(5) and (8) of Section 4.02(a) of the Act shall not be Events of Withdrawal,
and a General Partner shall not cease to be a General Partner upon the
occurrence of any of such events.


 


“Exchange  Act” means the
Securities Exchange Act of 1934, as amended.


 


“General
Partner” means
CWEI and each other Person admitted as an additional or successor General
Partner pursuant to Section 3.05.


 


“Indemnified Person”
has the meaning set forth in Section 9.11.


 


“Lease” means a
lease, mineral interest, royalty or overriding royalty, fee right, mineral
servitude, license, concession or other right covering oil, gas and related
hydrocarbons (or a contractual right to acquire such an interest) or an
undivided interest therein or portion thereof, together with all appurtenances,
easements, permits, licenses, servitudes and rights-of-way situated upon or
used or held for future use in connection with such an interest or the
exploration, development or production thereof.  A “Lease” shall also mean and include all rights and interests in
all lands and interests unitized or pooled therewith pursuant to any law, rule,
regulation or agreement.


 


“Limited
Partner” means each Person listed as a limited partner on Exhibit
A and each other Person admitted as an additional or successor Limited
Partner pursuant to Section 4.03.


 


“Majority in Interest” has the meaning set forth in Section 3.02.


 


2

















 


“Non-Contributing
Limited Partner” has the meaning set forth in Section 5.03(b).


 


“Operating
Agreement” means an
agreement between the operator and non-operating interest owners in a Lease for
the testing, development and operation of a tract of land or Lease for the
exploration and development of oil, gas, minerals or hydrocarbons.


 


“Partner” means
any General Partner or any Limited Partner.


 


“Partnership” means
the limited partnership formed by the Partners pursuant to this Agreement.


 


“Partnership Counsel”
has the meaning set forth in Section 9.12.


 


“Partnership Property”
means Leases and Wells in which the Partnership owns an undivided interest.


 


“Payout” means the earliest calendar month
during which the General Partner shall have received distributions pursuant to Section 6.04 in an aggregate amount equal to
the sum of (i) the cumulative Capital Contributions made by the General Partner
pursuant to Section 5.01, plus (ii) an annual rate of return on such
Capital Contributions equal to the Agreed Rate.  For this purpose, each distribution and Capital Contribution
shall be deemed to have been made on the last day of the month during which it
was made or received.


 


“Person” means
an individual, corporation, partnership, limited partnership, limited liability
company, business trust or other legal entity.


 


“Regulations” mean the regulations
promulgated by the United States Department of Treasury pursuant to the
Code.  All references herein to sections
of the Treasury Regulations shall include corresponding provision or provisions
of succeeding, similar, substitute, temporary or final Treasury Regulations.


 


“Securities Act”
means the Securities Act of 1933, as amended.


 


“Transfer” means
any sale, transfer, assignment, pledge, encumbrance, hypothecation, gift or
disposition of a Unit in whole or in part, or any rights or benefits to which a
holder of a Unit may be entitled as provided in this Agreement or the Act,
including, without limitation, the right to receive distributions in cash or in
kind.


 


“Unit” means a
Limited Partnership interest, or fraction thereof, in the Partnership.  The number of Units owned by each Limited
Partner and the total number of Units of the Partnership are set forth on Exhibit
A, as amended from time to time.


 


“Well” means a well in which the
Partnership  holds a Working
Interest derived from its ownership of one or more Leases.  The name and location of each “Well” is
shown on Exhibit C, as amended from time
to time.


 


3

















 


“Well Costs”
means the Partnership’s share of costs pursuant to any Operating Agreement for
the drilling, completing, equipping, deepening or sidetracking a Well,
including, without limitation: 
(i) the costs of surveying and staking the Well, the costs of any
surface damages and the costs of clearing, coring, testing, logging and
evaluating the Well; (ii) the costs of casing, cement and cement services
for the Well; (iii) the cost of plugging and abandoning the Well
(including standard and customary remediation activities associated therewith),
if it is determined that the Well would not produce in commercial quantities
and should be abandoned; (iv) all direct charges and overhead chargeable to the
Partnership with respect to the Well under any applicable Operating Agreement
until such time as all operations are carried out as required by applicable
regulations and sound engineering practices to make such Well ready for
production, including the installation and testing of wellhead equipment, or to
plug and abandon a dry hole; (v) all costs incurred by the Partnership in
recompleting or plugging back any Well; (vi) all costs incurred by the Partnership
in reworking any Well if the rework is covered by an authority for expenditure
under the applicable Operating Agreement; (vii) all costs incurred by the
Partnership in locating, drilling, completing, equipping, deepening or
sidetracking any enhanced recovery producer or injector Well (including the
costs of all necessary surface equipment such as steam generators, compressors,
water treating facilities, injection pumps, flow lines and steam lines); and
(viii) the costs of constructing production facilities, pipelines and other
facilities necessary to develop Partnership property acquired pursuant to the
terms hereof and produce, collect, store, treat, deliver, market, sell or
otherwise dispose of oil, gas and other hydrocarbons and minerals therefrom; provided,
that Well Costs shall not include any Acquisition Costs.


 


“Working Interest” means a fractional
operating interest in a Lease that permits the Partnership to explore, develop
and produce one or more properties in the Area of Interest and bear its percentage
of the costs and expenses relating to the maintenance and development of and
operations relating to such properties in return for a share of the mineral
production from the property.


 


1.02          Construction.  Whenever the
context requires, the gender of all words used in this Agreement includes the
masculine, feminine and neuter.  All
references to Articles and Sections refer to articles and sections of this
Agreement, and all references to exhibits are to Exhibits attached to this
Agreement, each of which is made a part of this Agreement for all purposes.


 


ARTICLE II

ORGANIZATION


 


2.01          Formation.  The Persons executing this Agreement agree to form the Partnership
as a limited partnership under the Act for the purposes and upon the terms and
subject to the conditions set forth in this Agreement.


 


2.02          Name. 
The name of the Partnership is “CWEI South Louisiana I, L.P.”, and all
Partnership business shall be conducted in that name or such other names that
comply with applicable law as the General Partner may select from time to time.


 


4

















 


2.03          Registered Office; Registered Agent;
Other Offices. 
The registered office of the Partnership in the State of Texas shall be
at such place as the General Partner may designate from time to time.  The registered agent for service of process
on the Partnership in the State of Texas or in any other jurisdiction shall be
such Person or Persons as the General Partner may designate from time to
time.  The Partnership may have such
other offices as the General Partner may designate from time to time.


 


2.04          Purposes. 
The
purposes for which the Partnership is formed are to (i) acquire, explore, hold,
develop, produce, dispose of and otherwise deal with Partnership Property, (ii)
collect proceeds, payments and other distributions from Partnership Property,
(iii) make distributions to the Partners in accordance with the terms hereof
and (iv) engage in any other business or activity that now or in the future may
be necessary, incidental, proper, advisable or convenient to accomplish the
foregoing purposes (including, without limitation, obtaining appropriate
financing) and that is not prohibited by the law of the jurisdiction in which
the Partnership engages in that business.


 


2.05          Certificate; Foreign Qualification. 
The General Partner shall execute and cause the Certificate to be filed
with the Secretary of State of Texas on or as soon as practicable after the
Effective Date.  Prior to the
Partnership’s conducting business in any jurisdiction other than Texas, the
General Partner shall cause the Partnership to comply, to the extent those
matters are reasonably within the control of the General Partner, with all
requirements necessary to qualify the Partnership as a foreign limited partnership
(or a partnership in which the Limited Partners have limited liability) in that
jurisdiction.  At the request of the
General Partner, each Limited Partner shall execute, acknowledge, swear to and
deliver all certificates and other instruments conforming with this Agreement
that are necessary or appropriate to form, qualify, continue, dissolve and
terminate the Partnership as a limited partnership under the law of the State
of Texas and to qualify, continue, dissolve and terminate the Partnership as a
foreign limited partnership (or a partnership in which the Limited Partners
have limited liability) in all other jurisdictions in which the Partnership may
conduct business, and to this end the General Partner may use the power of
attorney set forth in Section 9.13.


 


2.06          Term. 
The term of Partnership shall commence on the date of filing of the
Certificate and shall continue until the close of business on December 31,
2012, unless the Partnership is dissolved and liquidated before such time in
accordance with this Agreement.


 


ARTICLE III

GENERAL PARTNER; MANAGEMENT


 


3.01         Authority of General Partner.  In addition to the powers now or hereafter
granted to a general partner of a limited partnership under applicable law or
which are granted to the General Partner under other provisions of this
Agreement, subject only to any express limitations set forth in this Agreement,
the General Partner shall have the full and exclusive power and authority to do
any and all things necessary, incidental, proper, advisable or convenient for
the furtherance of the purposes of the Partnership and for the protection and
benefit of the Partnership, including without limitation:


 


5

















 


(a)           to determine whether to acquire, hold, develop or produce
Partnership Property and other assets of the Partnership and whether, when and
on what terms to farm-out, sell, promote or otherwise transfer any particular
prospect, or any interest therein;


 


(b)           to make all decisions concerning the desirability of
payment, and the payment or supervision of payment, of all delay rentals,
shut-in royalty payments, minimum royalty payments and any other similar or
related payments;


 


(c)           to drill, complete, control, rework, side-track, redrill,
recomplete, produce, plug and/or abandon any or all of the Wells;


 


(d)           to form and participate in tax partnerships, joint
ventures or other relationships that it deems desirable with regard to
Partnership prospects;


 


(e)           to make any expenditures and incur any obligations it
deems appropriate for the conduct of the activities of the Partnership;


 


(f)            to acquire (including, without limitation, to purchase at
premium prices when deemed appropriate by the General Partner), exchange, sell,
lease, dispose of or exchange any or all Partnership Property;


 


(g)           to use Partnership Property or credit of the Partnership
(including without limitation, cash on hand), for any purpose not inconsistent
with this Agreement and on any terms it deems appropriate, including, without
limitation, the financing of Partnership operations and activities, the
repayment of obligations of the Partnership and the contribution obligations of
others under third-party joint operating agreements or similar agreements;


 


(h)           to negotiate, execute, deliver and perform, in the name
and on behalf of the Partnership, any contracts, conveyances or other
instruments which it considers appropriate for the conduct of Partnership
operations or the implementation of its powers under this Agreement, including,
without limitation, Operating Agreements, unit Operating Agreements and joint
development agreements, and the right to make any and all elections that are
required or necessary under the terms of any agreements;


 


(i)            to distribute cash, Partnership Property or other assets
of the Partnership to the Partners in accordance with this Agreement;


 


(j)            to select and dismiss attorneys, accountants, consultants
and contractors of the Partnership and to determine their compensation and
other terms of engagement;


 


(k)           to acquire and maintain such insurance, if any, for the
benefit of the Partnership and the Partners as it deems appropriate;


 


(l)            to establish operating and other offices and facilities;


 


(m)          to borrow money, incur indebtedness or make guaranties in
the name or on behalf of the Partnership and to secure the same by mortgages,
deeds of trust, security interests, pledges or other liens or encumbrances on
all or any part of the Partnership Property;


 


6

















 


(n)           to construct pipelines, drilling and production platforms
and facilities, gas plants, processing plants and other facilities incidental
to the development of Partnership Property and the production and marketing of
oil and gas therefrom;


 


(o)           to execute and deliver division orders and transfer orders
upon such terms and conditions and containing such provisions as the General
Partner may consider appropriate; and


 


(p)           to control any matters affecting the rights and
obligations of the Partnership including the conduct of litigation and other
incurring of legal expenses and the settlement of claims in litigation; provided,
that, the General Partner shall not be authorized to settle any claims for
which any Limited Partner has, or may have, any individual liability without
the Limited Partner’s prior written consent.


 


Any person
dealing with the Partnership shall be entitled to rely, and shall be fully
protected in relying, on the authority of the General Partner to act for the
Partnership.


 


3.02         Certain Restrictions on General Partner’s Power and
Authority.  The General Partner shall not have the power
or authority to, and shall not, do, form or authorize any of the following
without the prior written consent of Limited Partners holding a majority of the
Units held by all Limited Partners (a “Majority in Interest”):


 


(a)           do any act in contravention of this Agreement;


 


(b)           do any act which would make it impossible to carry on the
ordinary business of the Partnership;


 


(c)           possess Partnership Property or other assets of the
Partnership or assign any rights in specific Partnership Property or assets for
other than a Partnership purpose;


 


(d)           change or reorganize the Partnership into any other legal
form; or


 


(e)           commingle the funds of the Partnership with the funds of
any other person or entity.


 


3.03         Duties and Services of General Partner.  The General Partner shall comply in all
respects with the terms of this Agreement and shall use its reasonable efforts
to cause the Partnership to: (i) comply in all material respects with the terms
and provisions of all agreements to which the Partnership is a party or to
which its properties are subject; (ii) comply in all material respects with all
applicable laws, ordinances or governmental rules and regulations to which the
Partnership is subject; and (iii) obtain all licenses, permits, franchises and
other governmental authorizations material and necessary with respect to the
ownership of Partnership properties and the conduct of Partnership business and
operations.  During the existence of the
Partnership, the General Partner shall devote such time and effort to the
Partnership business and operations as shall be necessary for the furtherance
of the purposes of the Partnership; provided,
however, that the Partners
acknowledge and agree that neither the General Partner nor any Affiliate
thereof nor any of their respective officers, directors, employees or agents
shall be required to devote full time to Partnership business and may from time
to time engage in and possess interests in other business ventures of any and
every type and description, independently


 


7

















 


or with others,
including without limitation, the ownership, acquisition, exploration,
development, operation and management of oil and gas properties, oil and gas
drilling programs and other partnerships similar to this Partnership, and that
neither the Partnership nor any Limited Partner shall by virtue of this
Agreement have any right, title, interest or expectancy in or to such
activities or ventures.  The Partners acknowledge and agree
that the General Partner engages in the same business as the Partnership, and
that that General Partner has no duty to any Limited Partner with regard to the
operation of the General Partner’s business affairs or prospects outside of the
Partnership.  The Partners also agree
and acknowledge that the General Partner may operate the General Partner’s
business affairs or prospects outside of the Partnership without offering the
Partnership or any Limited Partner the right to participate in such other
affairs or prospects.


 


3.04         Operating
Agreements.  The General Partner shall use its reasonable efforts
to cause the Partnership to become a party to all applicable Operating
Agreements for any Partnership Property. 
To the extent the General Partner is not able to cause the Partnership
to become a party to an applicable Operating Agreement, the General Partner
agrees to use its reasonable efforts to act in accordance with the provisions
of such Operating Agreement as if the Partnership were a party to such
Operating Agreement.  In addition,
following dissolution and liquidation of the Partnership, each Partner agrees
to become a party to all Operating Agreements in which the General Partner
serves as operator, and further agrees to use its reasonable efforts to become
a party to all other applicable Operating Agreements.  To the extent any Partner is not able to become a party to an
applicable Operating Agreement, such Partner agrees to use its reasonable
efforts to act in accordance with the provisions of such Operating Agreement as
if it were a party to such Operating Agreement.


 


3.05         Admission of Additional General Partners.  After the date of this Agreement, the
General Partner may admit one or more additional General Partners at such times
and upon such terms and conditions as may be determined by the General Partner,
in its sole discretion.  Each such
additional General Partner, as a condition to its admission to the Partnership,
shall adopt and agree to be bound by the terms and provisions of this Agreement
and will assume all obligations and liabilities of the Partnership arising
before its admission as though it had been a General Partner when such
obligations and liabilities were incurred.


 


3.06         Withdrawal of General Partner.  A General Partner shall cease to be a
General Partner and shall be deemed to have withdrawn from the Partnership upon
the General Partner’s written notice of its withdrawal to the other Partners.  A General Partner may not be removed as a
General Partner.


 


3.07         General Partner as Limited Partner.  The General Partner shall also be treated as
a Limited Partner to the extent that it acquires, holds or becomes an assignee
of Units of a Limited Partner, whether pursuant to Section 5.03(b) or
otherwise.


 


ARTICLE IV

LIMITED PARTNERS


 


4.01         Restrictions on Limited Partners.  Notwithstanding any other provision of this
Agreement, a Limited Partner, in his or her capacity as such, shall not:


 


8

















 


(a)           be allowed to manage or control or take part in the
management or control of the Partnership business or to act for or bind the
Partnership, such power being vested solely and exclusively in the General
Partner;


 


(b)           be entitled to be paid any fee, salary or other
compensation by the Partnership or General Partner or to have a Partnership
drawing account;


 


(c)           be entitled to receive any interest or a return of Capital
Contributions except as expressly provided for herein;


 


(d)           be entitled to a partition of Partnership Property or
other assets of the Partnership;


 


(e)           be bound by, nor be personally liable for, the expenses,
liabilities or obligations of the Partnership; provided, however,
that the foregoing shall not limit or expand any obligation or liability of any
Limited Partner to the Partnership set forth in this Agreement or to the extent
such obligation or liability is required by law; or


 


(f)            be entitled to withdraw from the Partnership.


 


4.02         Access
to Information. 
Limited Partner or a permitted assignee of Units, on written request to
the General Partner stating the purpose, may examine and copy, at any
reasonable time, for any proper purpose, and at the expense of the Limited
Partner or assignee, records required to be kept by the Partnership under
Section 1.07 of the Act and other information regarding the business affairs
and financial condition of the Partnership as is just and reasonable for the
Person to examine and copy.  On the
written request by any Limited Partner or an assignee of Units made to the
General Partner at the principal place of business of the Partnership, the
Partnership shall provide to the requesting Limited Partner or assignee,
without charge, true copies of:


 


(a)           this Agreement and the Certificate and all amendments and
restatements; and


 


(b)           any of the tax returns described in Subdivision (2) of
Subsection (a) of Section 1.07 of the Act.


 


Information
provided to or obtained by a Limited Partner or an assignee of Units relating
to the Partnership or Partnership Property shall be used by such Limited
Partner or assignee solely in furtherance of his or her interests as a Limited
Partner and shall not be used for any other purpose.  Limited Partners and assignees of Units shall maintain the
confidentiality of all such information and shall not disclose such information
to any other Person.  If a Limited
Partner or assignee of a Unit receives a request to disclose information
relating to the Partnership or Partnership Property under the terms of a
subpoena, investigative demand or order issued by a court or governmental
agency, the Limited Partner or assignee shall promptly notify the General
Partner of the existence, terms and circumstances surrounding such request, so
that the General Partner may seek a protective order or confidential treatment
of such information.


 


9

















 


4.03         Admission of Additional Limited Partners.  The General Partner may admit an assignee of
Units who has acquired Units in a Transfer permitted under Sections 4.05, 4.06
or 5.03(b) as an additional or successor
Limited Partner to the Partnership at such times and upon such terms and
conditions as may be determined by the General Partner, in its sole discretion.


 


4.04         Investment Representations of the
Limited Partners.


 


(a)           Each Limited Partner is admitted to the Partnership in
reliance upon such Limited Partner’s representation to the General Partner and
the Partnership, which by executing this Agreement each Limited Partner hereby
confirms, that such Limited Partner is acquiring his or her Units for his or
her own account, for investment purposes only and not with a view to the resale
or distribution thereof, in whole or in part. 
Each Limited Partner understands that the Units have not been registered
under the Securities Act and that any Transfer of the Units may not be made
without registration under the Securities Act or pursuant to an applicable
exemption therefrom.  The Limited
Partners understand that no market exists for any Units and that it is unlikely
that a market will ever exist for any Units.


 


(b)           Each Limited Partner represents that he or she has such
knowledge and experience in financial and business matters as to be capable of
evaluating the merits and risks of an investment in the Units.


 


4.05         Transfer
Restrictions.  Except as
provided in Sections 4.06 and 5.03(b), no Limited Partner shall
Transfer any Units or any interest therein without the prior written consent of
the General Partner.  Any attempted
Transfer in violation of this Section 4.05 shall be null and void, and
the Partnership shall refuse to recognize any such Transfer and shall not
reflect on its records any change in ownership of such Units pursuant to any
such Transfer.


 


4.06         Permitted Transfers; Status as Assignee.  A
Limited Partner may Transfer all or any portion of his or her Units (i) to the
Partnership, (ii) to his or her spouse, parents or natural or adoptive lineal
descendants, or to one or more trusts or partnerships established exclusively
for the benefit of his or her spouse, parents or natural or adoptive lineal
descendants, or (iii) pursuant to Section 4.07; provided,
that any such permitted assignee shall receive and hold such rights subject to
the provisions of this Agreement, including, without limitation, the provisions
of this Article IV.  A Limited Partner intending to Transfer
Units pursuant to this Section 4.06
shall provide at least 10 days prior written notice of such proposed transfer
to the General Partner.  An assignee of
Units shall have only the rights of an assignee under the Act and, except as
expressly provided under the Act, shall not be considered a Partner for any
purpose under this Agreement or otherwise unless and until such assignee is
admitted to the Partnership as a Limited Partner with the approval of the
General Partner pursuant to Section 4.03.


 


4.07         General Partner’s Right of Purchase. 
The General Partner shall have the right and option to purchase any
and/or all Units held by a Limited Partner following such Limited Partner’s
admission to or conviction of a felony or misdemeanor offense against CWEI or
any of its Affiliates (“Event of
Forfeiture”).  The General Partner may exercise such right
and option of purchase within 60 days of an Event of Forfeiture.  The purchase price to be paid for the Units
held by the Limited Partner shall be equal to such Limited Partner’s Capital
Contribution as set forth on Exhibit A. 
To the extent the General Partner exercises its option to purchase a
Limited


 


10

















 


Partner’s Units
under this provision, such Units shall then be held by the General Partner in
accordance with Section 3.07 hereof.


 


4.08         Specific
Performance.  The parties
agree that the Partnership and each Partner would be irreparably damaged if any
of the provisions of this Article IV  are not performed in accordance with their specific
terms and that monetary damages would not provide an adequate remedy in such
event.  Accordingly, it is agreed that,
in addition to any other remedy to which they may be entitled, at law or in
equity, the Partnership, the General Partner and any nondefaulting Limited
Partner shall be entitled to injunctive relief to prevent breaches of the
provisions of this Article IV  and specifically to enforce the terms and provisions
hereof in any action instituted in any court of competent jurisdiction.


 


ARTICLE V

CAPITAL CONTRIBUTIONS


 


5.01         Capital Contributions of General Partner.  The General Partner shall contribute to the
Partnership (i) cash in such amounts as shall be necessary to pay timely the
costs and expenses allocated and charged to the General Partner pursuant to Section
6.01 and elsewhere herein, and (ii) an undivided 5% of the General
Partner’s interest in Partnership Property. 
In the event any Partnership Property contributed to the Partnership are
subject to any liens or similar encumbrances, the General Partner shall use
reasonable efforts to cause such liens or similar encumbrances to be released
prior to any dissolution of the Partnership.


 


5.02         Initial Capital Contributions of Limited Partners.  On the Effective Date, each Limited Partner
shall initially contribute to the Partnership cash in the amount of $10.00 per
Unit, as set forth on Exhibit A.


 


5.03         Additional Capital Contributions of
Limited Partners.


 


(a)           After Payout, if the General Partner determines, in its
sole discretion, that additional Capital Contributions from the Limited
Partners are required to fund the payment of costs and expenses allocated and
charged to the Limited Partners pursuant to Section 6.01 and elsewhere
in this Agreement, the General Partner shall send written notice to the Limited
Partners (a “Contribution Notice”) setting forth the date on which such
additional Capital Contributions shall be payable (the “Contribution Date”),
which date shall be not less than 10 days after the date of the Contribution
Notice, the total amount of the additional Capital Contributions required and
the amount of the additional Capital Contribution to be made by each Limited
Partner pursuant to this Section 5.03(a).  Each Limited Partner’s additional Capital Contribution shall be
in proportion to the number of Units held by such Limited Partner.


 


(b)           If a Limited Partner does not make an additional Capital
Contribution to the Partnership in the amount, at the time or in the manner
provided in Section 5.03(a) (a “Non-Contributing
Limited Partner”), the General Partner, in its sole discretion, may
make the additional Capital Contribution that the Non-Contributing Limited
Partner failed to make within 20 days after the Contribution Date, in which
case the Non-Contributing Limited Partner, without further action on his or her
part, shall be deemed to have assigned to the General Partner on the
Contribution Date the economic rights to the Units held by the Non-Contributing
Limited


 


11

















 


Partner, and the General Partner, as the
assignee of the Non-Contributing Limited Partner and the holder of such Units,
shall be entitled to receive all allocations of income, gain, loss, deduction,
credit or similar items, and all distributions, to which the Non-Contributing
Limited Partner would otherwise be entitled from and after the Contribution
Date.  The General Partner shall hold
such economic rights to the Units attributable to the Non-Contributing Limited
Partner until such time as the General Partner, as the holder of such Units,
shall have received distributions pursuant to Section 6.04 in an
aggregate amount equal to the sum of (i) the additional Capital Contributions
made by the General Partner pursuant to this Section 5.03(b), plus (ii)
an annual rate of return on such additional Capital Contributions from the
Contribution Date equal to the prime rate as established from time to time by
Bank One NA, or its successors, plus 2%, whereupon the General Partner, without
further action on its part, shall be deemed to have re-assigned the economic
rights to such Units to the Non-Contributing Limited Partner.  The General Partner may use the power of
attorney set forth in Section 9.13 to reflect any assignment pursuant to
this Section 5.03(b).


 


5.04         Capital Accounts. 
An
individual capital account (a “Capital Account”) shall be established and
maintained for each Partner as provided in Exhibit D.


 


5.05         Return of Capital Contribution.  No interest shall accrue on any Capital
Contributions, and no Partner shall have the right to withdraw or be repaid any
Capital Contributions by such Partner except as expressly provided for herein.


 


ARTICLE VI

SHARING, ALLOCATIONS AND DISTRIBUTIONS


 


6.01         Sharing and Allocation of Costs and Expenses.
 All costs and expenses of the
Partnership shall be allocated and charged to the Partners as follows:


 


(a)           Acquisition Costs shall be allocated (i) 100% to the
General Partner before Payout and (ii) 1% to the General Partner and 99% to the
Limited Partners as a class after Payout;


 


(b)           Well
Costs shall be allocated (i) 100% to the General Partner before Payout and (ii)
1% to the General Partner and 99% to the Limited Partners as a class after Payout;


 


(c)           All other costs and
expenses of the Partnership not specifically allocated above shall be allocated
(i) 100% to the General Partner before Payout and (ii) 1% to the General
Partner and 99% to the Limited Partners as a class after Payout.


 


All allocations
made to Limited Partners “as a class” pursuant to this Agreement shall be
apportioned among the Limited Partners in proportion to the number of Units
held by such Limited Partners.


 


6.02         Sharing and Allocation of Revenues.  All revenues of the Partnership (which shall
not include Capital Contributions and proceeds of loans to the Partnership)
shall be allocated (i) 100% to the General Partner before Payout and (ii) 1% to
the General Partner and 99% to the Limited Partners as a class after Payout.


 


12

















 


6.03          Allocations for Capital Account and Tax
Purposes. 
Subject
to Section 8.02(c), all items of income, gain, deduction, loss, credit and
amount realized shall be allocated to the Partners in accordance with the
provisions of Exhibit D.


 


6.04         Distributions.  At least monthly (commencing with the
first full calendar month after the receipt by the Partnership of its first
revenues other than Capital Contributions and proceeds of loans to the Partnership),
all cash funds of the Partnership (exclusive of Capital Contributions or
proceeds of loans) which the General Partner reasonably determines are not
needed for the payment of any existing or reasonably foreseeable Partnership
obligations and expenditures shall be distributed to the Partners.  All such cash funds of the Partnership shall
be distributed to the Partners in the same respective percentages as the
revenues to which such cash funds are attributable were allocated to the
Partners pursuant to Section 6.02 (after deducting therefrom the costs
and expenses charged to the Partners pursuant to Section 6.01 and
elsewhere herein); provided, however, that if Payout would occur
as a result of a distribution of cash funds to the General Partner, such distribution
shall be deemed to constitute two distributions:  (i) the first distribution shall consist of the amount of cash
funds necessary to cause Payout to occur, and (ii) the second distribution
shall consist of the balance of the funds then distributed.


 


6.05         Withholding
Taxes.  The
Partnership shall at all times be entitled (but not obligated) to make payments
required to discharge any obligation of the Partnership or the General Partner
to withhold or make payments to any governmental authority with respect to any
federal, state or local tax liability of any Limited Partner for such taxes
arising out of such Limited Partner’s interest in the Partnership.  The amount of each such payment made by the
Partnership with respect to any Limited Partner shall be deducted from any
distributions otherwise payable to such Limited Partner pursuant to this
Agreement.  Notwithstanding anything
contained in this Agreement to the contrary, in the event the Partnership fails
to withhold any federal, state or local taxes in respect of any Limited Partner
when required to do so (including as a result of any change in law or
interpretation thereof or otherwise) any liability incurred by the Partnership
(including any interest and penalties) as a result of such failure shall be
borne by such Limited Partner (and charged to such Limited Partner’s Capital
Account), and such Limited Partner shall indemnify and hold harmless the
Partnership and the General Partner from and against any and all claims,
demands, liabilities, costs, damages and causes of action of any nature
whatsoever related to such withholding obligation.


 


ARTICLE VII

BOOKS, RECORDS AND BANK ACCOUNTS


 


7.01         Maintenance
of Books.  The books
of account for the Partnership shall be maintained on an accrual basis in accordance
with the terms of this Agreement, except that the Capital Accounts of the
Partners shall be maintained in accordance with Exhibit D.  The accounting year of the Partnership shall
be the calendar year.


 


7.02         Accounts.  The General Partner shall establish and
maintain one or more separate bank and investment accounts and arrangements for
Partnership funds in the Partnership name with financial institutions and firms
that the General Partner determines.


 


13

















 


ARTICLE VIII

DISSOLUTION, LIQUIDATION AND TERMINATION


 


8.01         Dissolution.  The Partnership shall dissolve and its
business and affairs shall be wound up on the first to occur of the following:


 


(a)           the
expiration of the term of the Partnership set forth in Section 2.06;


 


(b)           the election of the General Partner, in its sole
discretion, to dissolve and liquidate the Partnership;


 


(c)           an Event of Withdrawal; provided, that upon the occurrence
of an Event of Withdrawal if there is at least one remaining General Partner,
the business of the Partnership shall be carried on by the remaining General
Partner, and the Partnership shall not be dissolved and its affairs shall not
be wound up by reason of such Event of Withdrawal; or


 


(d)           a
Change of Control (as hereinafter defined); provided, that if a Change
in Control occurs prior to Payout, dissolution of the Partnership shall be
postponed until Payout occurs.  For
purposes of this Section 8.01(d), “Change
in Control” shall be deemed to have occurred if:


 


(i)            Any Person, including a “group” as
determined in accordance with Section 13(d)(3) of the Exchange Act and the
rules and regulations promulgated thereunder, is or becomes, through one or a
series of related transactions or through one or more intermediaries, the
beneficial owners, directly or indirectly, of securities of CWEI representing
25% or more of the combined voting power of CWEI’s then outstanding securities,
other than a Person who is such a beneficial owner on the Effective Date and
any Affiliate of such Person;


 


(ii)           As a result of, or in connection
with, any tender offer or exchange offer, merger or other business combination,
sale of assets or contested election, or any combination of the foregoing
transactions (a “Transaction”),
the Persons who were directors of the Company before the Transaction shall
cease to constitute a majority of the Board of Directors of CWEI or any
successor to CWEI;


 


(iii)          Following the Effective Date, CWEI is
merged or consolidated with another corporation and as a result of such merger
or consolidation less than 40% of the outstanding voting securities of the
surviving or resulting corporation shall then be owned in the aggregate by the
former stockholders of CWEI, other than any party to such merger or
consolidation or any Affiliates of such party;


 


(iv)          A tender offer or exchange offer is
made and consummated for the ownership of securities of CWEI representing 25%
or more of the combined voting power of CWEI’s then outstanding voting
securities; or


 


(v)           CWEI or a subsidiary of CWEI
transfers more than 50% of its assets, or the last of a series of transfers
results in the transfer of more than 50% of the assets of CWEI, to another
corporation the capital stock of which is not wholly-owned by CWEI.


 


14

















 


For this purpose, the determination of what
constitutes 50% of the assets of CWEI shall be determined based on the sum of
the values attributed to (A) the oil and gas reserves of CWEI as reflected by
the most recent reserve report prepared or audited by CWEI’s independent
petroleum engineers, (B) CWEI’s undeveloped oil and gas properties as
determined by an independent appraisal thereof, and (C) the net book value of
all other assets of CWEI, each taken as of the date of the related transfer of
assets.


 


8.02         Liquidation and Termination.  Upon dissolution of the Partnership, the
General Partner shall act as liquidator or may appoint one or more other
Persons to act as liquidator.  The
liquidator shall proceed to wind up the affairs of the Partnership and make
final distributions as provided in this Agreement. The costs of liquidation
shall be borne as a Partnership expense. Until final distribution, the
liquidator shall continue to operate the Partnership properties with all of the
power and authority of the General Partner. The steps to be accomplished by the
liquidator are as follows:


 


(a)           As
promptly as practicable after dissolution and again after final liquidation,
the liquidator shall cause a proper accounting to be made of the Partnership’s
assets, liabilities and operations through the last day of the calendar month
in which the dissolution occurs or the final liquidation is completed, as
applicable;


 


(b)           From Partnership funds, the liquidator shall pay all of
the debts and liabilities of the Partnership (including, without limitation,
all expenses incurred in liquidation) or otherwise make adequate provision for
such debts and liabilities, including, without limitation, by establishing a
cash escrow fund for contingent liabilities in such amount and for such term as
the liquidator may reasonably determine; and


 


(c)           All remaining assets of the Partnership shall be
distributed to the Partners as follows:


 


(i)            The
liquidator may sell any or all Partnership Property and other assets, including
to Partners, and any resulting gain or loss from each sale shall be computed
and allocated to the Capital Accounts of the Partners in accordance with Section
8.02(c)(iii);


 


(ii)           With
respect to all Partnership Property and other assets that have not been sold,
the fair market value of that Partnership Property and other assets shall be
determined and any unrealized income, gain, loss, and deduction inherent in
property that has not been reflected in the Capital Accounts of the Partners previously
shall be allocated among the Partners in accordance with Section
8.02(c)(iii);


 


(iii)          All
items of income, gain, loss and deduction referred to in Sections 8.02(c)(i)
and (ii) shall be allocated among the Partners in such a manner as to
cause, to the maximum extent possible, the positive Capital Account balance of
each Partner to equal the distribution such Partner would receive if the
distributions upon liquidation were made in accordance with Section 6.04
of this Agreement;


 


(iv)          Partnership
Property and other assets shall then be distributed among the Partners in
accordance with the positive Capital Account balances of the Partners, as


 


15

















 


determined after taking into account all Capital Account adjustments
for the taxable year of the Partnership during which the liquidation of the
Partnership occurs (other than those made by reason of distributions pursuant
to this clause (iv)), and those distributions shall be made by the end of the
taxable year of the Partnership during which the liquidation of the Partnership
occurs (or, if later, 90 days after the date of the liquidation);


 


(v)           It
is intended that the distributions made to each Partner pursuant to this Section 8.02(c) be equal to the distributions
to which such Partner would be entitled if liquidating distributions were made
in accordance with Section 6.04 of this
Agreement.  To the extent the Partners’
positive Capital Account balances after application of Section 8.02(c)(iii) do
not correspond to the amounts of such intended distributions, the allocations
provided for in Exhibit D for the fiscal
year in which the liquidation occurs shall be adjusted, to the maximum extent
possible, to produce Capital Account balances which correspond to the amount of
such intended distributions.


 


All
distributions in kind to the Partners shall be made subject to the liability of
each distributee for his, her or its allocable share of costs, expenses and
liabilities previously incurred or for which the Partnership has committed
prior to the date of termination and those costs, expenses and liabilities
shall be allocated to the distributee under this Section 8.02. The
distribution of cash or property to a Partner in accordance with the provisions
of this Section 8.02 constitutes a
complete return to the Partner of his, her or its Capital Contributions and a
complete distribution to the Partner of his, her or its Units and all the
Partnership Property and other assets and constitutes a compromise to which all
Partners have consented within the meaning of Section 5.02(d) of the Act. To
the extent that a Partner returns funds to the Partnership, it has no claim
against any other Partner for those funds.


 


8.03         Termination.  On completion of the distribution of Partnership
assets as provided in this Agreement, the Partnership is terminated, and the
General Partner (or such other Person or Persons as the Act may require or
permit) shall cause the cancellation of the Certificate and any filings made as
provided in Section 2.05 and shall take such other actions as may be
necessary to terminate the Partnership.


 


ARTICLE IX

GENERAL PROVISIONS


 


9.01         Offset.  Whenever the Partnership or the General
Partner is to pay any sum to any Partner, including pursuant to Section 4.07, any amounts that Partner owes the
Partnership or the General Partner or its Affiliates may be deducted from that
sum before payment.


 


9.02         Notices.  All notices, requests or consents required
or permitted to be given under this Agreement must be in writing and shall be
considered as properly given if mailed by first class United States mail,
postage paid, and registered or certified with return receipt requested, or if
delivered to the recipient in person, by courier or by facsimile transmission.  Notices, requests and consents shall be sent
to a Limited Partner at the address shown on its Signature Page for Limited
Partners.  A Limited Partner may change
its address by giving written notice to the General Partner.  Any notice, request or consent to the Partnership
or to the General Partner shall


 


16

















 


be sent to the
General Partner at its principal place of business, to the attention of the
Executive Vice President and Chief Operating Officer.


 


9.03         Entire
Agreement.  This
Agreement constitutes the entire agreement of the Partners relating to the
Partnership and supersedes all prior contracts or agreements with respect to
the Partnership, whether oral or written.


 


9.04         Effect of Waiver or Consent.  A waiver or consent, express or implied, to
or of any breach or default by any Person in the performance by that Person of
its obligations with respect to the Partnership is not a consent or waiver to
or of any other breach or default in the performance by that Person of the same
or any other obligations of that Person with respect to the Partnership.  Failure on the part of a Person to complain
of any act of any Person or to declare any Person in default with respect to
the Partnership, irrespective of how long that failure continues, does not
constitute a waiver by that Person of its rights with respect to that default
until the applicable statute of limitations period has run.


 


9.05         Amendment or Modification.


 


(a)           Except as otherwise provided in this Section 9.05,
any amendment to this Agreement must be proposed by the General Partner and
approved in writing by the General Partner and at least a Majority in Interest
of the Limited Partners within 90 days of its proposal to be effective.


 


(b)           The General Partner may amend this Agreement without the
consent of any Limited Partner (i) to remove or correct any inconsistency,
ambiguity or error contained herein, provided that such amendment does not
materially and adversely affect the Limited Partners, (ii) to admit additional
Partners pursuant to Sections 3.04 or 4.03 or (iii) to reflect
any assignment of Units pursuant to Section 5.03(b).


 


9.06         Binding
Effect.  Subject to
the restrictions on Transfers set forth in this Agreement, this Agreement is
binding on and inures to the benefit of the Partners and their respective
successors and assigns.


 


9.07         Governing Law; Severability.  THIS AGREEMENT IS GOVERNED BY
AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF TEXAS,
EXCLUDING ANY CONFLICT OF LAWS RULE OR PRINCIPLE THAT MIGHT REFER THE
GOVERNANCE OR THE CONSTRUCTION OF THIS AGREEMENT TO THE LAW OF ANOTHER
JURISDICTION.  If any provision of this
Agreement or its application to any Person or circumstance is held invalid or
unenforceable to any extent, the remainder of this Agreement and the
application of that provision to other Persons or circumstances is not affected
and that provision shall be enforced to the fullest extent permitted by law.


 


9.08         Further
Assurances.  In
connection with this Agreement and the transactions contemplated by it, each
Partner shall execute and deliver any additional documents and instruments and
perform any additional acts that may be necessary or appropriate to effectuate
and perform the provisions of this Agreement and those transactions.


 


17

















 


9.09         Waiver of Certain Rights.  Except for the General Partner, each Partner irrevocably
waives any right it may have to maintain any action for dissolution of the
Partnership or for partition of the property of the Partnership.


 


9.10         Insurance.  The Partnership may purchase and
maintain insurance or enter into other arrangements on behalf of the
Partnership, the General Partner or any other Person who is or was a “general
partner,” as defined in Section 11.01 of the Act, or a Limited Partner, who is
or was serving at the request of the Partnership or the General Partner as a
“representative,” as defined in Section 11.01 of the Act, of any other
enterprise, against any liability asserted against the Person and incurred by
the Person in that capacity or arising out of the Person’s status in that
capacity, regardless of whether the Partnership would have the power to
indemnify the Person against that liability under this Agreement or the Act.  In the absence of actual fraud, the judgment
of the General Partner as to the terms and conditions of the insurance or other
arrangement and the identity of the insurer or other Person participating in an
arrangement shall be conclusive, and the insurance or other arrangement shall
not be voidable and shall not subject the General Partner approving the
insurance or other arrangement to liability, on any ground, regardless of
whether the General Partner will be a beneficiary.


 


9.11          Indemnification.


 


(a)           The Partnership agrees to indemnify and hold harmless the
General Partner, its Affiliates, and their respective officers, directors,
partners, members, managers, employees and agents (each, an “Indemnified Person”)
to the fullest extent permitted by law, from and against all losses, costs,
liabilities, damages, and expenses (including, without limitation, costs of
suit and attorneys’ fees) paid or incurred in connection with or resulting from
any and all claims, actions or demands against such Indemnified Person that
arise out of or in any way relate to or are incidental to the Partnership, the
Partnership Property or the business or affairs of the Partnership; provided,
however, that this indemnity shall not extend to any bad faith, willful
misconduct, gross negligence or deliberate or intentional breach of any
material provision of this Agreement by such Indemnified Person.  THE PARTIES INTEND THAT THE INDEMNIFIED
PERSONS BE INDEMNIFIED PURSUANT TO THIS AGREEMENT FROM LIABILITY FOR THEIR OWN
SOLE, PARTIAL OR CONCURRENT NEGLIGENCE.


 


(b)           The indemnification rights contained in this Section 9.11 shall be cumulative of and in
addition to any and all other rights, remedies and recourses to which any
Indemnified Person or their respective heirs, personal representatives,
successors and assigns shall be entitled, whether pursuant to some other
provisions of this Agreement, at law or in equity.


 


(c)           The Partnership shall advance to any Indemnified Person
all reasonable fees, costs and expenses (including attorneys’ fees and related
costs), of defending any claim, action or demand that arises out of or in any
way relates to or is incidental to the Partnership, the Partnership Property,
business or affairs; provided, that such Indemnified Person agrees in
writing to repay to the Partnership all such advances in the event that it is
finally determined that such Indemnified Person is not entitled to
indemnification hereunder with respect to such claim, action or demand.


 


18

















 


(d)           All damages awarded by any court or paid in settlement in
connection with any action in the nature of a derivative action shall be paid
to the Partnership by the Person bringing such action.  As used herein, derivative action shall mean
an action brought by a Limited Partner on behalf of the Partnership.


 


9.12         Counsel to the Partnership.  The General Partner may select and retain
legal counsel to the Partnership and may execute and deliver on behalf of the
Partnership any consent to the representation of the Partnership that counsel
may request pursuant to the rules of professional conduct or similar rules in
any jurisdiction.  Counsel to the
Partnership may also be counsel to the General Partner.  The Partnership has initially selected
Vinson & Elkins L.L.P. (“Partnership Counsel”) as legal counsel to the
Partnership. Each Limited Partner acknowledges that Partnership Counsel does
not represent such Limited Partner as a Limited Partner, and that Partnership
Counsel shall owe no duties directly to such Limited Partner.  Each Limited Partner further acknowledges
that, whether or not Partnership Counsel has in the past represented or is
currently representing such Limited Partner with respect to other matters,
Partnership Counsel has not advised or represented the interests of any Limited
Partner in the negotiation, preparation, execution, delivery and performance of
this Agreement.


 


9.13         Power
of Attorney.  By the
execution of this Agreement, each Limited Partner does irrevocably constitute
and appoint the General Partner, with full power of substitution, as true and
lawful attorney-in-fact and agent with full power and authority to act in such
Limited Partner’s name, place and stead and to execute, file and record the
Certificate as required under the Act and to execute all other documents which
such attorney-in-fact deems necessary or reasonably appropriate:


 


(a)           to qualify or continue the Partnership as a limited
partnership in the State of Texas and in all jurisdictions in which the
Partnership may or intends to conduct business or own property;


 


(b)           to reflect a change in the identity of any Limited
Partner, the admission of additional Partners pursuant to this Agreement;


 


(c)           to reflect any modification or amendment of this
Agreement;


 


(d)           to reflect the transfer or assignment of Units by a
Limited Partner from time to time in accordance with Section 4.08
or pursuant to Section 5.03(b), including without limitation, a transfer
or assignment of Units to the General Partner;


 


(e)           to reflect the dissolution and termination of the
Partnership; or


 


(f)            to comply with applicable assumed name laws.


 


9.14         Counterparts.  This Agreement may be executed in any number
of counterparts (including by facsimile transmission) with the same effect as
if all signing parties had signed the same document.  All counterparts shall be construed together and constitute the
same instrument.


 


9.15         No
Employment Contract. 
Nothing contained in this Agreement shall be construed as conferring
upon any Limited Partner who is or may become an employee of CWEI


 


19

















 


or any Affiliate of
CWEI any right to continue in the employment of CWEI or any Affiliate of CWEI
for any period of time or interfere with or restrict in any way the rights of
CWEI or any Affiliate of CWEI or such Limited Partner to terminate the
employment of such Limited Partner at any time for any reason (or without any
reason) whatsoever, with or without cause.


 


[Signature Pages
Follow]


 


20

















 


IN
WITNESS WHEREOF, the parties have executed this Partnership
Agreement as of the Effective Date.


 


	
   

  	
  GENERAL PARTNER:
  

  
	
   

  	
   

  
	
   

  	
  CLAYTON WILLIAMS ENERGY, INC. 

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  L. PAUL LATHAM

  	
   

  
	
   

  	
   

  	
  L. Paul Latham

  
	
   

  	
   

  	
  Executive Vice President

  



 


 


Signature Page for Agreement of Limited
Partnership


 


21

















 


SIGNATURE
PAGE FOR LIMITED PARTNER


 


The
undersigned, desiring to become a limited partner in CWEI South Louisiana I,  L.P., a Texas limited partnership (“Partnership”),
does hereby agree to all the terms and provisions of the Agreement of Limited
Partnership of the Partnership, including, without limitation, the power of
attorney set forth in Section 9.13
thereof.


 


	
  Date:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Type or Print Name of Limited Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Fax:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Taxpayer
  I.D. No.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Number of
  Units:

  	
   

  
	
   

  	
   

  	
   

  
									



 


 


Signature Page for Agreement of Limited
Partnership


 


22

















 


EXHIBIT A


to Partnership Agreement of


CWEI South Louisiana I, L.P.


 


Schedule
of Limited Partners


 


	
  Limited Partners:

  	
   

  	
  No. of

  Units

  	
   

  	
  Initial

  Capital

  Contribution

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Patrick C. Reesby

  	
   

  	
  28.61

  	
   

  	
  $

  	
  286.10

  	
   

  
	
  Kelly Beckham

  	
   

  	
  12.44

  	
   

  	
  $

  	
  124.40

  	
   

  
	
  Tommy Bolin

  	
   

  	
  7.78

  	
   

  	
  $

  	
  77.80

  	
   

  
	
  Richard Wettaw

  	
   

  	
  7.78

  	
   

  	
  $

  	
  77.80

  	
   

  
	
  L. Paul Latham

  	
   

  	
  5.83

  	
   

  	
  $

  	
  58.30

  	
   

  
	
  Mel G. Riggs

  	
   

  	
  5.83

  	
   

  	
  $

  	
  58.30

  	
   

  
	
  David Gregory Benton

  	
   

  	
  4.24

  	
   

  	
  $

  	
  42.40

  	
   

  
	
  Jerry F. Groner

  	
   

  	
  4.24

  	
   

  	
  $

  	
  42.40

  	
   

  
	
  Ron Halfacre

  	
   

  	
  3.11

  	
   

  	
  $

  	
  31.10

  	
   

  
	
  Clarence Wolfshohl

  	
   

  	
  3.11

  	
   

  	
  $

  	
  31.10

  	
   

  
	
  Kenneth A. Lipstreuer

  	
   

  	
  2.18

  	
   

  	
  $

  	
  21.80

  	
   

  
	
  Michael L. Pollard

  	
   

  	
  2.12

  	
   

  	
  $

  	
  21.20

  	
   

  
	
  John F. Kennedy

  	
   

  	
  1.59

  	
   

  	
  $

  	
  15.90

  	
   

  
	
  T. Mark Tisdale

  	
   

  	
  1.59

  	
   

  	
  $

  	
  15.90

  	
   

  
	
  Danny R. Alford

  	
   

  	
  1.06

  	
   

  	
  $

  	
  10.60

  	
   

  
	
  Michael G. Cunningham

  	
   

  	
  1.06

  	
   

  	
  $

  	
  10.60

  	
   

  
	
  Janet Hazlett

  	
   

  	
  1.06

  	
   

  	
  $

  	
  10.60

  	
   

  
	
  Logan Irvin

  	
   

  	
  1.06

  	
   

  	
  $

  	
  10.60

  	
   

  
	
  Kim Jones

  	
   

  	
  1.06

  	
   

  	
  $

  	
  10.60

  	
   

  
	
  Dennis B. Polson

  	
   

  	
  1.06

  	
   

  	
  $

  	
  10.60

  	
   

  
	
  Donnie J. Pruitt

  	
   

  	
  1.06

  	
   

  	
  $

  	
  10.60

  	
   

  
	
  Robert L. Thomas

  	
   

  	
  1.06

  	
   

  	
  $

  	
  10.60

  	
   

  
	
  Denise Kelly

  	
   

  	
  0.54

  	
   

  	
  $

  	
  5.40

  	
   

  
	
  Matthew D. Swierc

  	
   

  	
  0.53

  	
   

  	
  $

  	
  5.30

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  100.00

  	
   

  	
  $

  	
  1,000.00

  	
   

  



 


A-1

















 


EXHIBIT B


 


to Partnership Agreement of


 


CWEI
South Louisiana I, L.P.


 


 


Area of Interest


 


The Area of
Interest shall be well sites in Louisiana, excluding any well sites described
in or covered by Exhibit B to the Agreement of Limited Partnership of CWEI
Romere Pass, L.P. dated October 1, 2002.


 


B-1

















 


EXHIBIT C


 


to Partnership Agreement of


 


CWEI
South Louisiana I, L.P.


 


 


Wells


 




	
  Well Name

  	
   

  	
  Parish, State

  
	
   

  	
   

  	
   

  
	
  [Such wells
  as may be added from time to time]

  	
   

  	
   

  






 


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EXHIBIT D


 


Allocations
of Profits and Losses and Other Tax Matters


 


ARTICLE I


 


TAX DEFINITIONS


 


Section 1.01  Definitions.  All
capitalized terms used herein shall have the meanings assigned to them in the
Agreement of Limited Partnership of CWEI South Louisiana I, L.P. dated October
1, 2002 (the “Agreement”), or as follows:


 


“Adjusted Capital Account”
means the Capital Account maintained for each Partner, (a) increased by any
amounts that such Partner is obligated to restore or is treated as obligated to
restore under Regulation Sections 1.704-1(b)(2)(ii)(c), 1.704-2(g)(1) and
1.704-2(i)(5)), and (b) decreased by any amounts described in Regulation
Section 1.704-1(b)(2)(ii)(d)(4), (5) and (6) with respect to such Partner.


 


“Minimum Gain” has
the meaning assigned to that term in Regulation Section 1.704-2(d).


 


“Partnership Nonrecourse Liability”
has the meaning assigned to that term in Regulation Section 1.752-1(a)(2).


 


“Partner Nonrecourse Debt”
has the meaning assigned to that term in Regulation Section 1.704-2(b)(4).


 


“Partner Nonrecourse Deductions”
has the meaning assigned to that term in Regulation Section 1.704-2(i)(1).


 


“Simulated
Basis” has the meaning set forth in Section 4.01(b) of this
Exhibit.


 


“Simulated
Depletion” has the meaning set forth in Section 4.01(b) of
this Exhibit.


 


“Simulated
Gain” has the meaning set forth in Section 4.01(b) of this
Exhibit.


 


“Simulated
Loss” has the meaning set forth in Section 4.01(b) of this
Exhibit.


 


ARTICLE II


 


ALLOCATIONS OF PROFIT AND LOSS


 


Section 2.01  Allocations
for Capital Account and Tax Purposes.  Subject to Section 8.02 of the Agreement and except as otherwise
provided herein, for purposes of any applicable federal, state or local income
tax law, rule or regulation items of income, gain, deduction, loss, credit and
amount realized shall be allocated to the Partners as follows:


 


 


D-1

















 


(a)           Income
from the sale of oil or gas production and any credits allowed by
Section 29 of the Code relating thereto shall be allocated in the same
manner as revenue therefrom is allocated and credited pursuant to Section 6.02
of the Agreement.


 


(b)           Cost
and percentage depletion deductions and the gain or loss on the sale or other
disposition of property the production from which is subject to depletion
(herein sometimes called “Depletable Property”) shall be computed separately by the
Partners rather than the Partnership. 
For purposes of Section 613A(c)(7)(D) of the Code, the
Partnership’s adjusted basis in each Depletable Property shall be allocated to
the Partners in proportion to each Partner’s respective share of the costs and
expenses which entered into the Partnership’s adjusted basis for each
Depletable Property, and the amount realized on the sale or other disposition
of each Depletable Property shall be allocated to the Partners in proportion to
each Partner’s respective share of the revenue from the sale or other
disposition of such property provided for in Section 6.02 of the
Agreement.  For purposes of allocating
amounts realized upon any such sale or disposition which are deemed to be
received for federal income tax purposes and are attributable to Partnership
indebtedness or indebtedness to which the Depletable Property is subject at the
time of such sale or disposition, such amounts shall be allocated in the same
manner as Partnership revenues used for the repayment of such indebtedness would
have been allocated under Section 6.02 of the Agreement.


 


(c)           Items
of deduction, loss and credit not specifically provided for above (other than
loss from the sale or other disposition of Partnership property), including
depreciation, cost recovery and amortization deductions, shall be allocated to
the Partners in the same manner that the costs and expenses of the Partnership
that gave rise to such items of deduction, loss and credit were allocated
pursuant to Section 6.01 of the Agreement.


 


(d)           Gain
from the sale or other disposition of Partnership property that is not
specifically provided for above shall be allocated to the Partners in a manner
which reflects each Partner’s allocable share of the revenue from the sale of
the Partnership property provided for in Section 6.02 of the
Agreement, and loss from the sale or other disposition of Partnership property
that is not specifically provided for above shall be allocated to the Partners
in a manner which reflects each Partner’s allocable share of the costs and
expenses of the Partnership property provided for in Section 6.01
of the Agreement.


 


(e)           All
recapture of income tax deduction resulting from the sale or other disposition
of Partnership property shall be allocated to the Partner to whom the deduction
that gave rise to such recapture was allocated hereunder to the extent that
such Partner is allocated any gain from the sale or other disposition of such
property.


 


(f)            Any
other items of Partnership income or gain not specifically provided for above shall
be allocated in the same manner as the revenue that resulted in such income or
gain is allocated and credited pursuant to Section 6.02 of the
Agreement.


 


(g)           Notwithstanding
any of the foregoing provisions of this Section 2.01 to the
contrary:


 


D-2

















 


(i)            If during any fiscal year of the
Partnership there is a net increase in Minimum Gain attributable to a Partner
Nonrecourse Debt that gives rise to Partner Nonrecourse Deductions, each
Partner bearing the economic risk of loss for such Partner Nonrecourse Debt
shall be allocated items of Partnership deductions and losses for such year
(consisting first of cost recovery or depreciation deductions with respect to
property that is subject to such Partner Nonrecourse Debt and then, if
necessary, a pro rata portion of the Partnership’s other items of deductions
and losses, with any remainder being treated as an increase in Minimum Gain
attributable to Partner Nonrecourse Debt in the subsequent year) equal to such
Partner’s share of Partner Nonrecourse Deductions, as determined in accordance
with applicable Regulations.


 


(ii)           If for any fiscal year of the
Partnership there is a net decrease in Minimum Gain attributable to Partnership
Nonrecourse Liabilities, each Partner shall be allocated items of Partnership
income and gain for such year (consisting first of gain recognized, including
Simulated Gain, from the disposition of Partnership property subject to one or
more Partnership Nonrecourse Liabilities and then, if necessary, a pro rata
portion of the Partnership’s other items of income and gain, and if necessary,
for subsequent years) equal to such Partner’s share of such net decrease
(except to the extent such Partner’s share of such net decrease is caused by a change
in debt structure with such Partner commencing to bear the economic risk of
loss as to all or part of any Partnership Nonrecourse Liability or by such
Partner contributing capital to the Partnership that the Partnership uses to
repay a Partnership Nonrecourse Liability), as determined in accordance with
applicable Regulations.


 


(iii)          If for any fiscal year of the
Partnership there is a net decrease in Minimum Gain attributable to a Partner
Nonrecourse Debt, each Partner shall be allocated items of Partnership income
and gain for such year (consisting first of gain recognized, including
Simulated Gain, from the disposition of Partnership property subject to Partner
Nonrecourse Debt, and then, if necessary, a pro rata portion of the
Partnership’s other items of income and gain, and if necessary, for subsequent
years) equal to such Partner’s share of such net decrease (except to the extent
such Partner’s share of such net decrease is caused by a change in debt
structure or by the Partnership’s use of capital contributed by such Partner to
repay Partner Nonrecourse Debt) as determined in accordance with applicable
Regulations.


 


(h)           The
General Partner shall use all reasonable efforts to prevent any allocation or
distribution from causing a negative balance in a Limited Partner’s Adjusted
Capital Account.  Consistent therewith,
and notwithstanding any of the foregoing provisions of this Section 2.01
of this Exhibit to the contrary, if for any fiscal year of the Partnership the
allocation of any loss or deduction (net of any income or gain) to any Limited
Partner would cause or increase a negative balance in such Partner’s Adjusted
Capital Account as of the end of such fiscal year (the “Deficit Partner”) after taking
into account the provisions of Section 2.01(g) of this Exhibit,
only the amount of such loss or deduction that reduces the balance to zero
shall be allocated to such Deficit Partner and the remaining loss or deduction
shall be allocated to the Partners whose Adjusted Capital Accounts have a
positive balance remaining at such time (each, a “Positive Partner”).  After any such allocation, any Partnership
income or gain (including Simulated Gain) 


 


D-3

















 


that would otherwise be allocated to the Deficit Partner shall be
allocated instead to the Positive Partners up to an amount equal to the
Partnership loss or deduction allocated to each Positive Partner under the
preceding sentence; provided, however, that no allocation of income or gain
realized shall be made under this sentence if the effect of such allocation
would be to cause the Adjusted Capital Account of the Deficit Partner to be
less than zero.  If, after taking into
account the allocation in the first sentence of this Section 2.01(h),
the Adjusted Capital Account balance of the Deficit Partner remains less than
zero at the end of a fiscal year, a pro rata portion of each item of
Partnership income or gain (including Simulated Gain) otherwise allocable to
the Positive Partners for such fiscal year (or if there is no such income or
gain allocable to the Positive Partners for such fiscal year, all such income
or gain (including Simulated Gain) so allocable in the succeeding fiscal year
or years) shall be allocated to the Deficit Partner in an amount necessary to
cause its Adjusted Capital Account balance to equal zero; provided, that no
allocation under this sentence shall have the effect of causing the Positive
Partner’s Adjusted Capital Account to be less than zero.  After any such allocation, any Partnership
gain (including Simulated Gain) resulting from the sale or other disposition of
Partnership property that would otherwise be allocated to the Deficit partner
for any fiscal year under this Section 2.01 shall be allocated
instead to the Positive Partners until the amount of gain so allocated equals
the amount of gain (including Simulated Gain) previously allocated to such
Deficit Partner under the preceding sentence of this Section 2.01(h);
provided, however, that no allocation of gain (including Simulated Gain) shall
be made under this sentence if the effect of such allocation would be to cause
the Adjusted Capital Account of a Deficit Partner to be less than zero.


 


ARTICLE III


 


OTHER TAX MATTERS


 


Section 3.01  Tax Elections.


 


(a)           For
tax purposes, the Partnership shall elect to use the calendar as its taxable
year, and to report income and loss under the accrual method of accounting.


 


(b)           For
tax purposes, the Partnership shall elect to deduct expenses incurred in
organizing the Partnership ratably over a 60-month period as provided in
section 709 of the Code.


 


(c)           For
tax purposes, the Partnership shall elect to treat all start-up expenditures as
deferred expenses and to deduct such expenses over a 60-month period as
provided in section 195 of the Code.


 


(d)           In
connection with any Transfer or other assignment of an interest in the
Partnership permitted by the terms and provisions of this Agreement, the
General Partner shall, at the written request of the transferor, transferee or
other successor, cause the Partnership to make an election to adjust the basis
of the Partnership’s property in the manner provided in sections 734(b) and
743(b) of the Code (or any like statute or regulation then in effect), and such
transferor, transferee or other successor shall pay all costs incurred by the
Partnership in connection therewith, including, without limitation, reasonable
attorneys’ and accountants’ fees.


 


D-4

















 


(e)           Unless
approved by the Partners, the Partnership shall not file any election pursuant
to sections 761 or 7701 of the Code, section 301.7701-3 of the Regulations or
otherwise, the effect of which would cause the Partnership not to be treated as
a partnership for Federal income tax purposes.


 


(f)            Except
as otherwise specifically provided herein, the General Partner shall have the
sole and absolute discretion to make any other available election under the
Code on behalf of the Partnership without the prior approval by the Partners.


 


Section 3.02  Tax Matters Partner. 
The General Partner is hereby designated the “tax matters partner” of
the Partnership pursuant to Section 6231(a)(7) of the Code.


 


ARTICLE IV


 


CAPITAL ACCOUNT MAINTENANCE


 


Section 4.01  Maintenance of Capital Accounts.  An individual Capital Account (a “Capital Account”)
shall be maintained by the Partnership for each Partner as provided below:


 


(a)           The Capital Account
of each Partner shall, except as otherwise provided herein, be (A) credited by
such Partner’s Capital Contributions when made (net of liabilities secured by
contributed property that the Partnership is considered to assume or take
subject to under Section 752 of the Code), (B) credited with the amount of any
item of taxable income or gain and the amount of any item of income or gain
exempt from tax allocated to such Partner, (C) credited with the Partner’s
share of Simulated Gain as provided in Section 4.01(b) of this Exhibit,
(D) debited by the amount of any item of tax deduction or loss allocated to
such Partner, (E) debited with the Partner’s share of Simulated Loss and
Simulated Depletion as provided in Section 4.01(b) of this Exhibit,
(F) debited by such Partner’s allocable share of expenditures of the
Partnership not deductible in computing the Partnership’s taxable income and not
properly chargeable as capital expenditures, including any non-deductible book
amortizations of capitalized costs, and (G) debited by the amount of cash or
the fair market value of any property distributed to such Partner (net of
liabilities secured by such distributed property that such Partner is
considered to assume or take subject to under Section 752 of the Code).  Immediately prior to any distribution of
assets by the Partnership that is not pursuant to a liquidation of the
Partnership or all or any portion of a Partner’s interest therein, the
Partners’ Capital Accounts shall be adjusted by (X) assuming that the
distributed assets were sold by the Partnership for cash at their respective
fair market values as of the date of distribution by the Partnership and (Y)
crediting or debiting each Partner’s Capital Account with its respective share
of the hypothetical gains or losses, including Simulated Gains and Simulated
Losses, resulting from such assumed sales in the same manner as each such
Capital Account would be debited or credited for gains or losses on actual
sales of such assets.


 


(b)           The allocation of
basis prescribed by Section 613A(c)(7)(D) of the Code and provided for in Section
2.01(b) of this Exhibit and each Partner’s separately computed depletion
deductions shall not reduce such Partner’s Capital Account, but such Partner’s
Capital Account shall be decreased by an amount equal to the product of the
depletion deductions that would otherwise be allocable to the Partnership in
the absence of Section 613A(c)(7)(D) of the Code 


 


D-5

















 


(computed
without regard to any limitations which theoretically could apply to any
Partner) times such Partner’s percentage share of the adjusted basis of the
property (determined under Section 2.01(b) of this Exhibit) with respect
to which such depletion is claimed (“Simulated Depletion”). 
The Partnership’s basis in any Depletable Property is adjusted from time
to time for the Simulated Depletion allocable to all Partners (and where the
context requires, each Partner’s allocable share thereof, which share shall be
determined in the same manner as the allocation of basis prescribed in Section
2.01(b) of this Exhibit) is herein called “Simulated Basis.”  No Partner’s Capital Account shall be
decreased, however, by Simulated Depletion deductions attributable to any
Depletable Property to the extent such deductions exceed such Partner’s
allocable share of the Partnership’s remaining Simulated Basis in such
property.  The Partnership shall compute
simulated gain (“Simulated
Gain”) or simulated loss (“Simulated Loss”) attributable to the sale or other
disposition of a Depletable Property based on the difference between the amount
realized from such sale or other disposition and the Simulated Basis of such
property, as theretofore adjusted.  Any
Simulated Gain shall be allocated to the Partners and shall increase their
respective Capital Accounts in the same manner as the amount realized from such
sale or other disposition in excess of Simulated Basis shall have been
allocated pursuant to Section 2.01(b). 
Any Simulated Loss shall be allocated to the Partners and shall reduce
their respective Capital Accounts in the same percentages as the costs of the
property sold were allocated up to an amount equal to each Partner’s share of
the Partnership’s Simulated Basis in such property at the time of such sale.


 


(c)           Any adjustments of
basis of Partnership property provided for under Sections 734 and 743 of the
Internal Revenue Code and comparable provisions of state law (resulting from an
election under Section 754 of the Code or comparable provisions of state law)
and any election by an individual Partner under Section 59(e)(4) of the Code to
amortize such Partner’s share of intangible drilling and development costs
shall not affect the Capital Accounts of the Partners (unless otherwise
required by applicable Treasury Regulations), and the Partners’ Capital
Accounts shall be debited or credited pursuant to the terms of this Section
4.01 as if no such election had been made.


 


(d)           Capital Accounts
shall be adjusted, in a manner consistent with this Section 4.01, to
reflect any adjustments in items of Partnership income, gain, loss or deduction
that result from amended returns filed by the Partnership or pursuant to an
agreement by the Partnership with the Internal Revenue Service or a final court
decision.


 


(e)           In the case of
property carried on the books of the Partnership at an amount which differs
from its adjusted basis, the Partners’ Capital Accounts shall be debited or
credited for items of depreciation, cost recovery, Simulated Depletion,
amortization and gain or loss (including Simulated Gain or Simulated Loss) with
respect to such property computed in the same manner as such items would be
computed if the adjusted tax basis of such property were equal to such book
value, in lieu of the capital account adjustments provided above for such
items, all in accordance with Regulation Section 1.704-1(b)(2)(iv)(g).


 


(f)            It is the intention
of the Partners that the Capital Accounts of each Partner be kept in the manner
required under Regulation Section 1.704-1(b)(2)(iv).  To the extent any additional adjustment to the Capital Accounts
is required by such regulations, the General Partner is hereby authorized to
make such adjustment after notice to the Limited Partner.      [End of Exhibit D]


 


D-6