Clayton Williams Energy (CWEI)

9.3          Distributions in Kind.  In the event that the General Partner determines to distribute Partnership Property to the Partners in kind, such distribution shall be made and the number or amount of Drilling Rigs or other Partnership Property to be received by each Partner shall be determined in the manner provided by Section 7.1 as if the distribution were a distribution of cash to the extent of the Fair Market Value of such Drilling Rigs of other Partnership Property as of the date of distribution. The Partner’s Capital Accounts shall be adjusted to reflect the manner in which the unrealized income, gain, loss and deduction inherent in such Drilling Rigs or other Partnership Property (that has not been previously reflected in Capital Accounts) would be allocated among the Partners if there were a taxable disposition of such Drilling Rigs or other Partnership Property for the Fair Market Value thereof on the date of distribution, followed by a decrease in the Partner’s Capital Accounts as if the distribution were a distribution of cash to the extent of the Fair Market Value of such Drilling Rigs or other Partnership Property on the date of distribution. It is acknowledged by the Partners that additional Capital Contributions by the Partners may be necessary in order to allow a reasonable and equitable distribution of the Partnership Property.