Common use of Distributions of Limited Partnership Funds Clause in Contracts

Distributions of Limited Partnership Funds. A. The Distributable Cash of the Limited Partnership shall be distributed simultaneously to the Unit Holders for the account of the Depositary (either directly to such Unit Holders or as they shall direct by their notice to the General Partner pursuant to the reinvestment option set forth in Section 5.1B) and the General Partner promptly upon receipt of cash distributions from the Production Partnership. Each Unit Holder's or Partner's share of each such distribution shall be determined after giving effect to the allocations set forth in Sections 5.2 and 5.3, except that (i) any Distributable Cash attributable to the receipt by the Production Partnership of investment income (as defined in the Production Partnership Agreement) shall be distributed 100% to the Unit Holders and, (ii) any Distributable Cash which is attributable to a return pursuant to Section 3.4 shall be distributed entirely to those Persons (other than corporate affiliates of Geodyne Resources, Inc. or the Dealer Manager or any purchasers of Depositary Units therefrom with respect to the distribution of cash contributed by the Managing Partner to the Production Partnership pursuant to Section 3.4 of the Production Partnership Agreement or to the Limited Partnership by the General Partner pursuant to Section 3.4 of this Agreement) who are, at the time of the distribution, Unit Holders. All distributions of Distributable Cash shall reduce dollar-for-dollar the balances of the Partners' and Unit Holders' Capital Accounts. (i) Prior to the first cash distribution by the Limited Partnership, each Unit Holder will be given an opportunity to elect to have all or a portion of such Unit Holder's cash distributions (1) paid directly to the Unit Holder in cash, or (2) held in a reinvestment account established for Unit Holders of the Limited Partnership, any Prior Limited Partnerships and any Subsequent Limited Partnership, pending the reinvestment of such cash distributions in a minimum amount of $100 (with reinvestment in excess of such minimum being permitted in whole increments of $100) in Depositary Units of any Subsequent Limited Partnership. After receipt of the Prospectus with respect to any Subsequent Limited Partnership, each Unit Holder may revoke such Unit Holder's prior election to have such Unit Holder's cash distributions held in the reinvestment account invested in Depositary Units of the Subsequent Limited Partnership. Such revocation shall be made by the Unit Holder's delivery to the Limited Partnership of a written notice of revocation. On or before 30 days prior to the reinvestment of a Unit Holder's cash distributions in a Subsequent Limited Partnership, the General Partner shall provide each Unit Holder who has previously elected to have cash distributions from the Limited Partnership reinvested in Depositary Units of a Subsequent Limited Partnership, and who has $100 or more held in the reinvestment account on such Unit Holder's behalf, a form for the Unit Holder to provide the Limited Partnership such written notice of revocation. The cash distributions of a Unit Holder held in the reinvestment account shall at all times be the property of the Unit Holder, and the Unit Holder may withdraw such cash distributions held in the reinvestment account on such Unit Holder's behalf upon thirty days' prior written notice to the Limited Partnership. No interest shall be payable to Unit Holders on the amount of their cash distributions held in such reinvestment account; provided, however, that the General Partner shall hold the Unit Holders harmless against any losses sustained therein and the General Partner shall deposit into the reinvestment account an amount equal to any loss suffered by a Unit Holder prior to the earlier of the time the Unit Holder withdraws the Unit Holder's share or an investment in a Subsequent Limited Partnership is made on behalf of the Unit Holder. Prior to investment in Depositary Units of a Subsequent Limited Partnership or distribution of such funds, monies held in the reinvestment account may be invested in investments permitted under Section 10.3 of this Agreement. Any costs and interest income attributable to the maintenance of the reinvestment account shall be paid or credited, as the case may be, to Geodyne Properties. (ii) Cash distributions held in the reinvestment account on behalf of a Unit Holder will be delivered to such Unit Holder, and no investment in a Subsequent Limited Partnership will be made on such Unit Holder's behalf, upon (1) a decision by the General Partner not to offer, or continue the offering of, Depositary Units of a Subsequent Limited Partnership or (2) a decision by such Unit Holder not to invest in a Subsequent Limited Partnership. Subject to the Limited Partnership's receipt of a Unit Holder's written notice of revocation or withdrawal referred to in

Distributions of Limited Partnership Funds. A. The Distributable Cash of the Limited Partnership shall be distributed simultaneously to the Unit Holders for the account of the Depositary Limited Partners (either directly to such Unit Holders Limited Partners or as they shall direct by their notice to the General Partner Partners pursuant to the reinvestment option set forth in Section 5.1B5.lB of this Agreement) and the xxx General Partner Partners promptly upon receipt of cash distributions from the Production Partnership. Each Unit Holder's or Partner's share of each such distribution shall be determined after giving effect to the allocations set forth in Sections 5.2 and 5.35.3 of this Agreement, except that (i) any Distributable Cash attributable to the receipt by the Production Partnership of investment income (as defined in the Production Partnership Agreement) shall be distributed 100% to the Unit Holders Limited Partners and, (ii) any Distributable Cash which is attributable to a return pursuant to Section 3.4 shall be distributed entirely to those Persons Limited Partners (other than corporate affiliates of Geodyne Resources, Inc. or the Dealer Manager or any purchasers of Depositary Units therefrom with respect to the distribution of cash contributed by the Managing Partner Partners to the Production Partnership pursuant to Section 3.4 of the Production Partnership Agreement or to the Limited Partnership by the General Partner Partners pursuant to Section 3.4 of this Agreement3.4) who are, at the time of the distribution, Unit HoldersLimited Partners. All distributions of Distributable Cash shall reduce dollar-for-dollar the balances of the Partners' and Unit Holders' Capital Accounts. (i) Prior Except in North Carolina and Texas, prior to the first cash distribution by the Limited Partnership, each Unit Holder Limited Partner will be given an opportunity to elect to have all or a portion of such Unit HolderLimited Partner's cash distributions (1) paid directly to the Unit Holder Limited Partner in cash, or (2) held in a reinvestment account established for Unit Holders Limited Partners of the Limited Partnership, any Prior Limited Partnerships and any Subsequent Limited Partnership, any Prior Limited Partnerships and any Subsequent Limited Partnerships pending the reinvestment of such cash distributions in a minimum amount of $100 (with reinvestment in excess of such minimum being permitted in whole increments of $100) in Depositary Units of any Subsequent Limited Partnership. After receipt of the Prospectus with respect to any Subsequent Limited Partnership, each Unit Holder Limited Partner may revoke such Unit HolderLimited Partner's prior election to have such Unit HolderLimited Partner's cash distributions held in the reinvestment account invested in Depositary Units of the Subsequent Limited Partnership. Such revocation shall be made by the Unit HolderLimited Partner's delivery to the Limited Partnership of a written notice of revocation. On or before 30 days prior to the reinvestment of a Unit HolderLimited Partner's cash distributions in a Subsequent Limited Partnership, the General Partner Partners shall provide each Unit Holder Limited Partner who has previously elected to have cash distributions from the Limited Partnership reinvested in Depositary Units of a Subsequent Limited Partnership, and who has $100 or more held in the reinvestment account on such Unit HolderLimited Partner's behalf, a form for the Unit Holder Limited Partner to provide the Limited Partnership such written notice of revocation. The cash distributions of a Unit Holder Limited Partner held in the reinvestment account shall at all times be the property of the Unit HolderLimited Partner, and the Unit Holder Limited Partner may withdraw such cash distributions held in the reinvestment account on such Unit HolderLimited Partner's behalf upon thirty days' prior written notice to the Limited Partnership. No interest shall be payable to Unit Holders Limited Partners on the amount of their cash distributions held in such reinvestment account; provided, however, that the General Partner Partners shall hold the Unit Holders Limited Partners harmless against any losses sustained therein and the General Partner Partners shall deposit into the reinvestment account an amount equal to any loss suffered by a Unit Holder Limited Partner prior to the earlier of the time the Unit Holder Limited Partner withdraws the Unit HolderLimited Partner's share or an investment in a Subsequent Limited Partnership is made on behalf of the Unit HolderLimited Partner. Prior to investment in Depositary Units of a Subsequent Limited Partnership or distribution of such funds, monies held in the reinvestment account may be invested in investments permitted under Section 10.3 9.3 of this Agreement. Any costs and interest income attributable to the maintenance of the reinvestment account shall be paid charged or creditedpaid, as the case may be, 50% to PW Energy and 50% to Geodyne Properties. (ii) Cash distributions held in the reinvestment account on behalf of a Unit Holder Limited Partner will be delivered to such Unit HolderLimited Partner, and no investment in a Subsequent Limited Partnership will be made on such Unit HolderLimited Partner's behalf, upon (1) a decision by the General Partner Partners not to offer, or continue the offering of, Depositary Units of a Subsequent Limited Partnership or (2) a decision by such Unit Holder Limited Partner not to invest in a Subsequent Limited Partnership. Subject to the Limited Partnership's receipt of a Unit HolderLimited Partner's written notice of revocation or withdrawal referred to inin Section 5.1B(i), amounts held in the reinvestment account on behalf of a Limited Partner which are not reinvested in a Subsequent Limited Partnership (either because such amount is less than $100 or is in excess of a whole increment of $100) shall remain in such reinvestment account. (iii) A Limited Partner's cash distribution will be reinvested in a Subsequent Limited Partnership only if a registration statement covering interests in the Subsequent Limited Partnership is in effect under the Securities act of 1933, the offering of interests is qualified for sale under the applicable state securities laws and the Limited Partner meets the appropriate suitability standards. The General Partners may terminate their offering of interests in a Subsequent Limited Partnership at any time and will have no obligation to continue to offer interests or to permit reinvestment of Distributable Cash therein. In the event the General Partners or their Affiliates offer limited partnership interests in limited partnerships other than the Subsequent Limited Partnerships and provide Limited Partners the opportunity to reinvest cash distributions from the Limited Partnership in such limited partnerships, the terms and conditions of such reinvestment shall be determined by the General Partners or their Affiliates in their discretion (which may differ from the terms and conditions of reinvestment in Subsequent Limited Partnerships provided herein).

Distributions of Limited Partnership Funds. A. The Distributable Cash of the Limited Partnership shall be distributed simultaneously to the Unit Holders for the account of the Depositary (either directly to such Unit Holders or as they shall direct by their notice to the General Partner pursuant to the reinvestment option set forth in Section 5.1B) and the General Partner promptly upon receipt of cash distributions from the Production Partnership. Each Unit Holder's or Partner's share of each such distribution shall be determined after giving effect to the allocations set forth in Sections 5.2 and 5.3, except that (i) any Distributable Cash attributable to the receipt by the Production Partnership of investment income (as defined in the Production Partnership Agreement) shall be distributed 100% to the Unit Holders and, (ii) any Distributable Cash which is attributable to a return pursuant to Section 3.4 shall be distributed entirely to those Persons (other than corporate affiliates of Geodyne Resources, Inc. or the Dealer Manager or any purchasers of Depositary Units therefrom with respect to the distribution of cash contributed by the Managing Partner to the Production Partnership pursuant to Section 3.4 of the Production Partnership Agreement or to the Limited Partnership by the General Partner pursuant to Section 3.4 of this Agreement) who are, at the time of the distribution, Unit Holders. All distributions of Distributable Cash shall reduce dollar-for-dollar the balances of the Partners' and Unit Holders' Capital Accounts. (i) Prior to the first cash distribution by the Limited Partnership, each Unit Holder will be given an opportunity to elect to have all or a portion of such Unit Holder's cash distributions (1) paid directly to the Unit Holder in cash, or (2) held in a reinvestment account established for Unit Holders of the Limited Partnership, any Prior Limited Partnerships and any Subsequent Limited Partnership, pending the reinvestment of such cash distributions in a minimum amount of $100 (with reinvestment in excess of such minimum being permitted in whole increments of $100) in Depositary Units of any Subsequent Limited Partnership. After receipt of the Prospectus with respect to any Subsequent Limited Partnership, each Unit Holder may revoke such Unit Holder's prior election to have such Unit Holder's cash distributions held in the reinvestment account invested in Depositary Units of the Subsequent Limited Partnership. Such revocation shall be made by the Unit Holder's delivery to the Limited Partnership of a written notice of revocation. On or before 30 days prior to the reinvestment of a Unit Holder's cash distributions in a Subsequent Limited Partnership, the General Partner shall provide each Unit Holder who has previously elected to have cash distributions from the Limited Partnership reinvested in Depositary Units of a Subsequent Limited Partnership, and who has $100 or more held in the reinvestment account on such Unit Holder's behalf, a form for the Unit Holder to provide the Limited Partnership such written notice of revocation. The cash distributions of a Unit Holder held in the reinvestment account shall at all times be the property of the Unit Holder, and the Unit Holder may withdraw such cash distributions held in the reinvestment account on such Unit Holder's behalf upon thirty days' prior written notice to the Limited Partnership. No interest shall be payable to Unit Holders on the amount of their cash distributions held in such reinvestment account; provided, however, that the General Partner shall hold the Unit Holders harmless against any losses sustained therein and the General Partner shall deposit into the reinvestment account an amount equal to any loss suffered by a Unit Holder prior to the earlier of the time the Unit Holder withdraws the Unit Holder's share or an investment in a Subsequent Limited Partnership is made on behalf of the Unit Holder. Prior to investment in Depositary Units of a Subsequent Limited Partnership or distribution of such funds, monies held in the reinvestment account may be invested in investments permitted under Section 10.3 of this Agreement. Any costs and interest income attributable to the maintenance of the reinvestment account shall be paid or credited, as the case may be, to Geodyne Properties. (ii) Cash distributions held in the reinvestment account on behalf of a Unit Holder will be delivered to such Unit Holder, and no investment in a Subsequent Limited Partnership will be made on such Unit Holder's behalf, upon (1) a decision by the General Partner not to offer, or continue the offering of, Depositary Units of a Subsequent Limited Partnership or (2) a decision by such Unit Holder not to invest in a Subsequent Limited Partnership. Subject to the Limited Partnership's receipt of a Unit Holder's written notice of revocation or withdrawal referred to inin Section 5.lB(i), xxxxnts held in the reinvestment account on behalf of a Unit Holder which are not reinvested in a Subsequent Limited Partnership (either because such amount is less than $100 or is in excess of a whole increment of $100) shall remain in such reinvestment account. (iii) A Unit Holder's cash distribution will be reinvested in Depositary Units of a Subsequent Limited Partnership only if a registration statement covering interests in the Subsequent Limited Partnership is in effect under the Securities act of 1933, the offering of Depositary Units is qualified for sale under the applicable state securities laws and the Unit Holder meets the appropriate suitability standards. The General Partner may terminate its offering of Depositary Units in a Subsequent Limited Partnership at any time and will have no obligation to continue to offer Depositary Units or to permit reinvestment of Distributable Cash therein. In the event the General Partner or its Affiliates offer limited partnerships other than the Subsequent Limited Partnerships and provide Unit Holders the opportunity to reinvest cash distributions from the Limited Partnership in such Depositary Units of limited partnerships, the terms and conditions of such reinvestment shall be determined by the General Partner or its Affiliates in its discretion (which may differ from the terms and conditions of reinvestment in Depositary Units of Subsequent Limited Partnerships provided herein).

Distributions of Limited Partnership Funds. A. The Distributable Cash of the Limited Partnership shall be distributed simultaneously to the Unit Holders for the account of the Depositary (either directly to such Unit Holders or as they shall direct by their notice to the General Partner pursuant to the reinvestment option set forth in Section 5.1B5.lB) and the xxx General Partner promptly upon receipt of cash distributions from the Production Partnership. Each Unit Holder's or Partner's share of each such distribution shall be determined after giving effect to the allocations set forth in Sections 5.2 and 5.3, except that (i) any Distributable Cash attributable to the receipt by the Production Partnership of investment income (as defined in the Production Partnership Agreement) shall be distributed 100% to the Unit Holders and, (ii) any Distributable Cash which is attributable to a return pursuant to Section 3.4 shall be distributed entirely to those Persons (other than corporate affiliates of Geodyne Resources, Inc. or the Dealer Manager or any purchasers of Depositary Units therefrom with respect to the distribution of cash contributed by the Managing Partner to the Production Partnership pursuant to Section 3.4 of the Production Partnership Agreement or to the Limited Partnership by the General Partner pursuant to Section 3.4 of this Agreement) who are, at the time of the distribution, Unit Holders. All distributions of Distributable Cash shall reduce dollar-for-dollar the balances of the Partners' and Unit Holders' Capital Accounts. (i) Prior to the first cash distribution by the Limited Partnership, each Unit Holder will be given an opportunity to elect to have all or a portion of such Unit Holder's cash distributions (1) paid directly to the Unit Holder in cash, or (2) held in a reinvestment account established for Unit Holders of the Limited Partnership, any Prior Limited Partnerships and any Subsequent Limited Partnership, pending the reinvestment of such cash distributions in a minimum amount of $100 (with reinvestment in excess of such minimum being permitted in whole increments of $100) in Depositary Units of any Subsequent Limited Partnership. After receipt of the Prospectus with respect to any Subsequent Limited Partnership, each Unit Holder may revoke such Unit Holder's prior election to have such Unit Holder's cash distributions held in the reinvestment account invested in Depositary Units of the Subsequent Limited Partnership. Such revocation shall be made by the Unit Holder's delivery to the Limited Partnership of a written notice of revocation. On or before 30 days prior to the reinvestment of a Unit Holder's cash distributions in a Subsequent Limited Partnership, the General Partner shall provide each Unit Holder who has previously elected to have cash distributions from the Limited Partnership reinvested in Depositary Units of a Subsequent Limited Partnership, and who has $100 or more held in the reinvestment account on such Unit Holder's behalf, a form for the Unit Holder to provide the Limited Partnership such written notice of revocation. The cash distributions of a Unit Holder held in the reinvestment account shall at all times be the property of the Unit Holder, and the Unit Holder may withdraw such cash distributions held in the reinvestment account on such Unit Holder's behalf upon thirty days' prior written notice to the Limited Partnership. No interest shall be payable to Unit Holders on the amount of their cash distributions held in such reinvestment account; provided, however, that the General Partner shall hold the Unit Holders harmless against any losses sustained therein and the General Partner shall deposit into the reinvestment account an amount equal to any loss suffered by a Unit Holder prior to the earlier of the time the Unit Holder withdraws the Unit Holder's share or an investment in a Subsequent Limited Partnership is made on behalf of the Unit Holder. Prior to investment in Depositary Units of a Subsequent Limited Partnership or distribution of such funds, monies held in the reinvestment account may be invested in investments permitted under Section 10.3 of this Agreement. Any costs and interest income attributable to the maintenance of the reinvestment account shall be paid or credited, as the case may be, to Geodyne Properties. (ii) Cash distributions held in the reinvestment account on behalf of a Unit Holder will be delivered to such Unit Holder, and no investment in a Subsequent Limited Partnership will be made on such Unit Holder's behalf, upon (1) a decision by the General Partner not to offer, or continue the offering of, Depositary Units of a Subsequent Limited Partnership or (2) a decision by such Unit Holder not to invest in a Subsequent Limited Partnership. Subject to the Limited Partnership's receipt of a Unit Holder's written notice of revocation or withdrawal referred to inthe

Distributions of Limited Partnership Funds. A. The Distributable Cash of the Limited Partnership shall be distributed simultaneously to the Unit Holders for the account of the Depositary (either directly to such Unit Holders or as they shall direct by their notice to the General Partner pursuant to the reinvestment option set forth in Section 5.1B) and the General Partner promptly upon receipt of cash distributions from the Production Partnership. Each Unit Holder's or Partner's share of each such distribution shall be determined after giving effect to the allocations set forth in Sections 5.2 and 5.3, except that (i) any Distributable Cash attributable to the receipt by the Production Partnership of investment income (as defined in the Production Partnership Agreement) shall be distributed 100% to the Unit Holders and, (ii) any Distributable Cash which is attributable to a return pursuant to Section 3.4 shall be distributed entirely to those Persons (other than corporate affiliates of Geodyne Resources, Inc. or the Dealer Manager or any purchasers of Depositary Units therefrom with respect to the distribution of cash contributed by the Managing Partner to the Production Partnership pursuant to Section 3.4 of the Production Partnership Agreement or to the Limited Partnership by the General Partner pursuant to Section 3.4 of this Agreement) who are, at the time of the distribution, Unit Holders. All distributions of Distributable Cash shall reduce dollar-for-dollar the balances of the Partners' and Unit Holders' Capital Accounts. (i) Prior to the first cash distribution by the Limited Partnership, each Unit Holder will be given an opportunity to elect to have all or a portion of such Unit Holder's cash distributions (1) paid directly to the Unit Holder in cash, or (2) held in a reinvestment account established for Unit Holders of the Limited Partnership, any Prior Limited Partnerships and any Subsequent Limited Partnership, pending the reinvestment of such cash distributions in a minimum amount of $100 (with reinvestment in excess of such minimum being permitted in whole increments of $100) in Depositary Units of any Subsequent Limited Partnership. After receipt of the Prospectus with respect to any Subsequent Limited Partnership, each Unit Holder may revoke such Unit Holder's prior election to have such Unit Holder's cash distributions held in the reinvestment account invested in Depositary Units of the Subsequent Limited Partnership. Such revocation shall be made by the Unit Holder's delivery to the Limited Partnership of a written notice of revocation. On or before 30 days prior to the reinvestment of a Unit Holder's cash distributions in a Subsequent Limited Partnership, the General Partner shall provide each Unit Holder who has previously elected to have cash distributions from the Limited Partnership reinvested in Depositary Units of a Subsequent Limited Partnership, and who has $100 or more held in the reinvestment account on such Unit Holder's behalf, a form for the Unit Holder to provide the Limited Partnership such written notice of revocation. The cash distributions of a Unit Holder held in the reinvestment account shall at all times be the property of the Unit Holder, and the Unit Holder may withdraw such cash distributions held in the reinvestment account on such Unit Holder's behalf upon thirty days' prior written notice to the Limited Partnership. No interest shall be payable to Unit Holders on the amount of their cash distributions held in such reinvestment account; provided, however, that the General Partner shall hold the Unit Holders harmless against any losses sustained therein and the General Partner shall deposit into the reinvestment account an amount equal to any loss suffered by a Unit Holder prior to the earlier of the time the Unit Holder withdraws the Unit Holder's share or an investment in a Subsequent Limited Partnership is made on behalf of the Unit Holder. Prior to investment in Depositary Units of a Subsequent Limited Partnership or distribution of such funds, monies held in the reinvestment account may be invested in investments permitted under Section 10.3 of this Agreement. Any costs and interest income attributable to the maintenance of the reinvestment account shall be paid or credited, as the case may be, to Geodyne Properties. (ii) Cash distributions held in the reinvestment account on behalf of a Unit Holder will be delivered to such Unit Holder, and no investment in a Subsequent Limited Partnership will be made on such Unit Holder's behalf, upon (1) a decision by the General Partner not to offer, or continue the offering of, Depositary Units of a Subsequent Limited Partnership or (2) a decision by such Unit Holder not to invest in a Subsequent Limited Partnership. Subject to the Limited Partnership's receipt of a Unit Holder's written notice of revocation or withdrawal referred to inin Section 5.1B(i), amounts held in the reinvestment account on behalf of a Unit Holder which are not reinvested in a Subsequent Limited Partnership (either because such amount is less than $100 or is in excess of a whole increment of $100) shall remain in such reinvestment account. (iii) A Unit Holder's cash distribution will be reinvested in Depositary Units of a Subsequent Limited Partnership only if a registration statement covering interests in the Subsequent Limited Partnership is in effect under the Securities act of 1933, the offering of Depositary Units is qualified for sale under the applicable state securities laws and the Unit Holder meets the appropriate suitability standards. The General Partner may terminate its offering of Depositary Units in a Subsequent Limited Partnership at any time and will have no obligation to continue to offer Depositary Units or to permit reinvestment of Distributable Cash therein. In the event the General Partner or its Affiliates offer limited partnerships other than the Subsequent Limited Partnerships and provide Unit Holders the opportunity to reinvest cash distributions from the Limited Partnership in such Depositary Units of limited partnerships, the terms and conditions of such reinvestment shall be determined by the General Partner or its Affiliates in its discretion (which may differ from the terms and conditions of reinvestment in Depositary Units of Subsequent Limited Partnerships provided herein).

Distributions of Limited Partnership Funds. A. The Distributable Cash of the Limited Partnership shall be distributed simultaneously to the Unit Holders for the account of the Depositary (either directly to such Unit Holders or as they shall direct by their notice to the General Partner pursuant to the reinvestment option set forth in Section 5.1B) and the General Partner promptly upon receipt of cash distributions from the Production Partnership. Each Unit Holder's or Partner's share of each such distribution shall be determined after giving effect to the allocations set forth in Sections 5.2 and 5.3, except that (i) any Distributable Cash attributable to the receipt by the Production Partnership of investment income (as defined in the Production Partnership Agreement) shall be distributed 100% to the Unit Holders and, (ii) any Distributable Cash which is attributable to a return pursuant to Section 3.4 shall be distributed entirely to those Persons (other than corporate affiliates of Geodyne Resources, Inc. or the Dealer Manager or any purchasers of Depositary Units therefrom with respect to the distribution of cash contributed by the Managing Partner to the Production Partnership pursuant to Section 3.4 of the Production Partnership Agreement or to the Limited Partnership by the General Partner pursuant to Section 3.4 of this Agreement) who are, at the time of the distribution, Unit Holders. All distributions of Distributable Cash shall reduce dollar-for-dollar the balances of the Partners' and Unit Holders' Capital Accounts. (i) Prior to the first cash distribution by the Limited Partnership, each Unit Holder will be given an opportunity to elect to have all or a portion of such Unit Holder's cash distributions (1) paid directly to the Unit Holder in cash, or (2) held in a reinvestment account established for Unit Holders of the Limited Partnership, any Prior Limited Partnerships and any Subsequent Limited Partnership, pending the reinvestment of such cash distributions in a minimum amount of $100 (with reinvestment in excess of such minimum being permitted in whole increments of $100) in Depositary Units of any Subsequent Limited Partnership. After receipt of the Prospectus with respect to any Subsequent Limited Partnership, each Unit Holder may revoke such Unit Holder's prior election to have such Unit Holder's cash distributions held in the reinvestment account invested in Depositary Units of the Subsequent Limited Partnership. Such revocation shall be made by the Unit Holder's delivery to the Limited Partnership of a written notice of revocation. On or before 30 days prior to the reinvestment of a Unit Holder's cash distributions in a Subsequent Limited Partnership, the General Partner shall provide each Unit Holder who has previously elected to have cash distributions from the Limited Partnership reinvested in Depositary Units of a Subsequent Limited Partnership, and who has $100 or more held in the reinvestment account on such Unit Holder's behalf, a form for the Unit Holder to provide the Limited Partnership such written notice of revocation. The cash distributions of a Unit Holder held in the reinvestment account shall at all times be the property of the Unit Holder, and the Unit Holder may withdraw such cash distributions held in the reinvestment account on such Unit Holder's behalf upon thirty days' prior written notice to the Limited Partnership. No interest shall be payable to Unit Holders on the amount of their cash distributions held in such reinvestment account; provided, however, that the General Partner shall hold the Unit Holders harmless against any losses sustained therein and the General Partner shall deposit into the reinvestment account an amount equal to any loss suffered by a Unit Holder prior to the earlier of the time the Unit Holder withdraws the Unit Holder's share or an investment in a Subsequent Limited Partnership is made on behalf of the Unit Holder. Prior to investment in Depositary Units of a Subsequent Limited Partnership or distribution of such funds, monies held in the reinvestment account may be invested in investments permitted under Section 10.3 of this Agreement. Any costs and interest income attributable to the maintenance of the reinvestment account shall be paid or credited, as the case may be, to Geodyne Properties. (ii) Cash distributions held in the reinvestment account on behalf of a Unit Holder will be delivered to such Unit Holder, and no investment in a Subsequent Limited Partnership will be made on such Unit Holder's behalf, upon (1) a decision by the General Partner not to offer, or continue the offering of, Depositary Units of a Subsequent Limited Partnership or (2) a decision by such Unit Holder not to invest in a Subsequent Limited Partnership. Subject to the Limited Partnership's receipt of a Unit Holder's written notice of revocation or withdrawal referred to inLimited

Distributions of Limited Partnership Funds. A. The Distributable Cash of the Limited Partnership shall be distributed simultaneously to the Unit Holders for the account of the Depositary (either directly to such Unit Holders or as they shall direct by their notice to the General Partner pursuant to the reinvestment option set forth in Section 5.1B5.lB) and the xxx General Partner promptly upon receipt of cash distributions from formic the Production Partnership. Each Unit Holder's or Partner's share of each such distribution shall be determined after giving effect to the allocations set forth in Sections 5.2 and 5.3, except that (i) any Distributable Cash attributable to the receipt by the Production Partnership of investment income (as defined in the Production Partnership Agreement) shall be distributed 100% to the Unit Holders and, (ii) any Distributable Cash which is attributable to a return pursuant to Section 3.4 shall be distributed entirely to those Persons (other than corporate affiliates of Geodyne Resources, Inc. or the Dealer Manager or any purchasers of Depositary Units therefrom with respect to the distribution of cash contributed by the Managing Partner to the Production Partnership pursuant to Section 3.4 of the Production Partnership Agreement or to the Limited Partnership by the General Partner pursuant to Section 3.4 of this Agreement) who are, at the time of the distribution, Unit Holders. All distributions of Distributable Cash shall reduce dollar-for-dollar the balances of the Partners' and Unit Holders' Capital Accounts. (i) Prior to the first cash distribution by the Limited Partnership, each Unit Holder will be given an opportunity to elect to have all or a portion of such Unit Holder's cash distributions (1) paid directly to the Unit Holder in cash, or (2) held in a reinvestment account established for Unit Holders of the Limited Partnership, any Prior Limited Partnerships and any Subsequent Limited Partnership, pending the reinvestment of such cash distributions in a minimum amount of $100 (with reinvestment in excess of such minimum being permitted in whole increments of $100) in Depositary Units of any Subsequent Limited Partnership. After receipt of the Prospectus with respect to any Subsequent Limited Partnership, each Unit Holder may revoke such Unit Holder's prior election to have such Unit Holder's cash distributions held in the reinvestment account invested in Depositary Units of the Subsequent Limited Partnership. Such revocation shall be made by the Unit Holder's delivery to the Limited Partnership of a written notice of revocation. On or before 30 days prior to the reinvestment of a Unit Holder's cash distributions in a Subsequent Limited Partnership, the General Partner shall provide each Unit Holder who has previously elected to have cash distributions from the Limited Partnership reinvested in Depositary Units of a Subsequent Limited Partnership, and who has $100 or more held in the reinvestment account on such Unit Holder's behalf, a form for the Unit Holder to provide the Limited Partnership such written notice of revocation. The cash distributions of a Unit Holder held in the reinvestment account shall at all times be the property of the Unit Holder, and the Unit Holder may withdraw such cash distributions held in the reinvestment account on such Unit Holder's behalf upon thirty days' prior written notice to the Limited Partnership. No interest shall be payable to Unit Holders on the amount of their cash distributions held in such reinvestment account; provided, however, that the General Partner shall hold the Unit Holders harmless against any losses sustained therein and the General Partner shall deposit into the reinvestment account an amount equal to any loss suffered by a Unit Holder prior to the earlier of the time the Unit Holder withdraws the Unit Holder's share or an investment in a Subsequent Limited Partnership is made on behalf of the Unit Holder. Prior to investment in Depositary Units of a Subsequent Limited Partnership or distribution of such funds, monies held in the reinvestment account may be invested in investments permitted under Section 10.3 of this Agreement. Any costs and interest income attributable to the maintenance of the reinvestment account shall be paid or credited, as the case may be, to Geodyne Properties. (ii) Cash distributions held in the reinvestment account on behalf of a Unit Holder will be delivered to such Unit Holder, and no investment in a Subsequent Limited Partnership will be made on such Unit Holder's behalf, upon (1) a decision by the General Partner not to offer, or continue the offering of, Depositary Units of a Subsequent Limited Partnership or (2) a decision by such Unit Holder not to invest in a Subsequent Limited Partnership. Subject to the Limited Partnership's receipt of a Unit Holder's written notice of revocation or withdrawal referred to inin Section 5.lB(i), xxxxnts held in the reinvestment account on behalf of a Unit Holder which are not reinvested in a Subsequent Limited Partnership (either because such amount is less than $100 or is in excess of a whole increment of $100) shall remain in such reinvestment account. (iii) A Unit Holder's cash distribution will be reinvested in Depositary Units of a Subsequent Limited Partnership only if a registration statement covering interests in the Subsequent Limited Partnership is in effect under the Securities act of 1933, the offering of Depositary Units is qualified for sale under the applicable state securities laws and the Unit Holder meets the appropriate suitability standards. The General Partner may terminate its offering of Depositary Units in a Subsequent Limited Partnership at any time and will have no obligation to continue to offer Depositary Units or to permit reinvestment of Distributable Cash therein. In the event the General Partner or its Affiliates offer limited partnerships other than the Subsequent Limited Partnerships and provide Unit holders the opportunity to reinvest cash distributions from the Limited Partnership in such Depositary Units of limited partnerships, the terms and conditions of such reinvestment shall be determined by the General Partner or its Affiliates in its discretion (which may differ from the terms and conditions of reinvestment in Depositary Units of Subsequent Limited Partnerships provided herein).