55,000,000 Revolving Loan CREDIT AGREEMENT dated as of February 15, 2005 among HILAND OPERATING, LLC, as Borrower The Lenders Party Hereto and MIDFIRST BANK, as Administrative AgentCredit Agreement • March 30th, 2005 • Hiland Partners, LP • Crude petroleum & natural gas • Oklahoma
CREDIT AGREEMENT (this “Agreement”) dated as of February 15, 2005, among HILAND OPERATING, LLC, the LENDERS party hereto, and MIDFIRST BANK, as Administrative Agent.
FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF HILAND PARTNERS, LPLimited Partnership Agreement • March 30th, 2005 • Hiland Partners, LP • Crude petroleum & natural gas • Delaware
THIS FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF HILAND PARTNERS, LP dated as of February 15, 2005, is entered into by and between Hiland Partners GP, LLC, a Delaware limited liability company, as the General Partner, Continental Gas, Inc., an Oklahoma corporation, as the Organizational Limited Partner, Continental Gas Holdings, Inc., a Delaware corporation, Equity Financial Services, Inc., an Oklahoma corporation, Harold Hamm HJ Trust and Harold Hamm DST Trust, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:
55,000,000 Revolving Loan CREDIT AGREEMENT dated as of among HILAND OPERATING, LLC, as Borrower The Lenders Party Hereto and MIDFIRST BANK, as Administrative AgentCredit Agreement • February 1st, 2005 • Hiland Partners, LP • Crude petroleum & natural gas • Oklahoma
CREDIT AGREEMENT (this "Agreement") dated as of , 2005, among HILAND OPERATING, LLC, the LENDERS party hereto, and MIDFIRST BANK, as Administrative Agent.
SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE...Gas Purchase Contract • February 1st, 2005 • Hiland Partners, LP • Crude petroleum & natural gas
THIS CONTRACT dated and effective this first day of August 1999, is between Continental Resources, Inc. (hereinafter referred to as "Seller"), and Continental Gas, Inc. (hereinafter referred to as "Buyer").
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • October 27th, 2009 • Hiland Partners, LP • Natural gas distribution • Delaware
This AMENDMENT NO. 1, dated as of October 26, 2009 (this “Amendment”), to the Agreement and Plan of Merger, dated as of June 1, 2009 (the “Merger Agreement”), is entered into among HH GP Holding, LLC, an Oklahoma limited liability company (“Parent”), HLND MergerCo, LLC, a Delaware limited liability company and a subsidiary of Parent (“Merger Sub” and, together with Parent, the “Parent Parties”), Hiland Partners GP, LLC, a Delaware limited liability company and the general partner of the Partnership (“Partnership GP”), and Hiland Partners, LP, a Delaware limited partnership (the “Partnership” and, together with Partnership GP, the “Hiland Parties”). Unless otherwise defined herein, capitalized terms used in this Amendment shall have the respective meaning ascribed to such terms in the Merger Agreement.
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF HILAND PARTNERS GP, LLC, A DELAWARE LIMITED LIABILITY COMPANY DATED AS OFLimited Liability Company Agreement • March 30th, 2005 • Hiland Partners, LP • Crude petroleum & natural gas • Delaware
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of HILAND PARTNERS GP, LLC (the “Company”) is made and entered into as of February 15, 2005 (the “Effective Date”), by and among each Person listed as a member of the Company on the Schedule of Members attached hereto as Schedule A, and such other holders of Units who become parties hereto from time to time.
SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE...Gas Purchase Contract • February 1st, 2005 • Hiland Partners, LP • Crude petroleum & natural gas
THIS CONTRACT dated and effective this 1st day of January 2004, is between Chesapeake Energy Marketing, Inc., (hereinafter referred to as "Seller"), and Continental Gas, Inc. (hereinafter referred to as "Buyer").
AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • November 4th, 2009 • Hiland Partners, LP • Natural gas distribution • Delaware
This AMENDMENT NO. 2, dated as of November 3, 2009 (this “Amendment”), to the Agreement and Plan of Merger, dated as of June 1, 2009, as amended by that certain Amendment No. 1, dated as of October 26, 2009 (the “Merger Agreement”), is entered into among HH GP Holding, LLC, an Oklahoma limited liability company (“Parent”), HLND MergerCo, LLC, a Delaware limited liability company and a subsidiary of Parent (“Merger Sub” and, together with Parent, the “Parent Parties”), Hiland Partners GP, LLC, a Delaware limited liability company and the general partner of the Partnership (“Partnership GP”), and Hiland Partners, LP, a Delaware limited partnership (the “Partnership” and, together with Partnership GP, the “Hiland Parties”).
SUPPORT AGREEMENT (HLND Units)Support Agreement • June 1st, 2009 • Hiland Partners, LP • Natural gas distribution • Delaware
This SUPPORT AGREEMENT, dated as of June 1, 2009 (this “Agreement”), is entered into among HH GP Holding, LLC, an Oklahoma limited liability company (“Parent”), HLND MergerCo, LLC, a Delaware limited liability company and a subsidiary of Parent (“Merger Sub” and, together with Parent, the “Parent Parties”), Hiland Partners GP, LLC, a Delaware limited liability company and the general partner of the Partnership (“Partnership GP”), Hiland Partners, LP, a Delaware limited partnership (the “Partnership” and, together with Partnership GP, the “Hiland Parties”), Hiland Partners GP Holdings, LLC, a Delaware limited liability company and the general partner of Holdings (“Holdings GP”), and Hiland Holdings GP, LP, a Delaware limited partnership (“Holdings” and, together with Holdings GP, the “Holdings Parties”). Each of the Parent Parties, the Hiland Parties and the Holdings Parties are referred to herein individually as a “Party,” and they are referred to herein collectively as the “Parties.”
Form of Hamm Funding Commitment Letter — HLND Merger]Funding Commitment Letter • June 1st, 2009 • Hiland Partners, LP • Natural gas distribution
AGREEMENT AND PLAN OF MERGER among HH GP HOLDING, LLC, HLND MERGERCO, LLC, HILAND PARTNERS GP, LLC and HILAND PARTNERS, LP Executed June 1, 2009Merger Agreement • June 1st, 2009 • Hiland Partners, LP • Natural gas distribution • Delaware
This AGREEMENT AND PLAN OF MERGER, executed this 1st day of June, 2009 (this “Agreement”), is entered into among HH GP Holding, LLC, an Oklahoma limited liability company (“Parent”), HLND MergerCo, LLC, a Delaware limited liability company and a subsidiary of Parent (“Merger Sub” and, together with Parent, the “Parent Parties”), Hiland Partners GP, LLC, a Delaware limited liability company and the general partner of the Partnership (“Partnership GP”), and Hiland Partners, LP, a Delaware limited partnership (the “Partnership” and, together with Partnership GP, the “Hiland Parties”).
Retention AgreementRetention Agreement • March 15th, 2007 • Hiland Partners, LP • Crude petroleum & natural gas • Oklahoma
THIS RETENTION AGREEMENT (the “Agreement”) is made and entered into as of the __ day of March, 2007, by and among Randy Moeder (“Executive”) and Hiland Partners GP, LLC and Hiland Partners GP Holdings, LLC (collectively, the “Companies”) and the other parties listed on the signature page hereto.
HILAND PARTNERS, LP 1,600,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENTUnderwriting Agreement • November 14th, 2005 • Hiland Partners, LP • Crude petroleum & natural gas • Missouri
Hiland Partners, LP Long-Term Incentive Plan Grant of Phantom UnitsPhantom Unit Grant Agreement • November 13th, 2007 • Hiland Partners, LP • Crude petroleum & natural gas • Oklahoma
OMNIBUS AGREEMENT among CONTINENTAL RESOURCES, INC. HILAND PARTNERS, LLC HAROLD HAMM HILAND PARTNERS GP, LLC CONTINENTAL GAS HOLDINGS, INC. and HILAND PARTNERS, LPOmnibus Agreement • March 30th, 2005 • Hiland Partners, LP • Crude petroleum & natural gas
THIS OMNIBUS AGREEMENT (“Agreement”) is entered into on, and effective as of, the Closing Date (as defined herein), and is by and among Continental Resources, Inc., an Oklahoma corporation (“Continental Resources”), Hiland Partners, LLC, an Oklahoma limited liability company (“Hiland”), Harold Hamm, an individual residing in Enid, Oklahoma (“Mr. Hamm”), Hiland Partners GP, LLC, a Delaware limited liability company (the “General Partner”), Continental Gas Holdings, Inc., a Delaware corporation (“Continental Holdings”) and Hiland Partners, LP, a Delaware limited partnership (the “Partnership”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.”
NON-COMPETITION AGREEMENT among HILAND PARTNERS, LP HILAND HOLDINGS GP, LP and HILAND PARTNERS GP HOLDINGS, LLCNon-Competition Agreement • September 29th, 2006 • Hiland Partners, LP • Crude petroleum & natural gas
THIS NON-COMPETITION AGREEMENT (“Agreement”) is entered into on, and effective as of, the Closing Date (as defined herein), and is by and among Hiland Partners, LP, a Delaware limited partnership (the “Partnership”), Hiland Holdings GP, LP, a Delaware limited partnership (“Holdings”) and Hiland Partners GP Holdings, LLC, a Delaware limited liability company (the “Holdings General Partner”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.”
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • June 13th, 2006 • Hiland Partners, LP • Crude petroleum & natural gas • Oklahoma
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Second Amendment”), dated as of June 8, 2006 (the “Second Amendment Closing Date”) is among HILAND OPERATING, LLC, a Delaware limited liability company (the “Borrower”), the banks and other financial institutions listed on the signature pages hereto (together with each other person who becomes a Lender, collectively the “Lenders”), and MIDFIRST BANK, a federally chartered savings association, individually as a Lender and as the Administrative Agent (the “Administrative Agent”).
Hiland Partners, LP Long-Term Incentive Plan Grant of Restricted UnitsGrant of Restricted Units • April 14th, 2005 • Hiland Partners, LP • Crude petroleum & natural gas • Oklahoma
GAS PURCHASE CONTRACTGas Purchase Contract • February 1st, 2005 • Hiland Partners, LP • Crude petroleum & natural gas
THIS CONTRACT dated and effective this 1st day of November, 2002, is between Range Resources Corporation (hereinafter referred to as "Seller"), and Continental Gas, Inc. (hereinafter referred to as "Buyer").
UNIT PURCHASE AGREEMENT by and among HILAND PARTNERS, LP AND HILAND PARTNERS GP, LLC Dated May 1, 2006Unit Purchase Agreement • May 3rd, 2006 • Hiland Partners, LP • Crude petroleum & natural gas • Delaware
THIS UNIT PURCHASE AGREEMENT, dated May 1, 2006 (this “Agreement”), is made between Hiland Partners, LP, a limited partnership formed under the laws of the State of Delaware (the “Partnership”) and Hiland Partners GP, LLC, a Delaware limited liability company (referred to herein as “Purchaser”).
SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE...Gas Purchase Contract • December 10th, 2004 • Hiland Partners, LP • Crude petroleum & natural gas
THIS AGREEMENT, made and entered into this **, by and between MAGIC CIRCLE ENERGY CORPORATION, an Oklahoma corporation, singly and collectively hereinafter referred to as "Seller," and MAGIC CIRCLE GAS, hereinafter referred to as "Buyer";
FOURTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • February 12th, 2008 • Hiland Partners, LP • Crude petroleum & natural gas • Oklahoma
THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (this “Fourth Amendment”), dated as of February 6, 2008 (the “Fourth Amendment Closing Date”) is among HILAND OPERATING, LLC, a Delaware limited liability company (the “Borrower”), the banks and other financial institutions listed on the signature pages hereto (together with each other person who becomes a Lender, collectively the “Lenders”), and MIDFIRST BANK, a federally chartered savings association, individually as a Lender and as the Administrative Agent (the “Administrative Agent”).
ACQUISITION AGREEMENT BY AND AMONG HILAND OPERATING, LLC, HILAND PARTNERS, LLC AND THE MEMBERS OF HILAND PARTNERS, LLCAcquisition Agreement • September 29th, 2005 • Hiland Partners, LP • Crude petroleum & natural gas • Oklahoma
THIS ACQUISITION AGREEMENT (this “Agreement”) is made and entered into as of September 1, 2005 by and among Hiland Operating, LLC, a Delaware limited liability company (“Buyer”), Hiland Partners, LLC, an Oklahoma limited liability company (the “Company”), and the holders of all of the issued and outstanding membership interests of the Company, each of whom is identified on the signature pages to this Agreement and Schedule 1.1* (individually, a “Member” and collectively, the “Members”). Capitalized terms used and not otherwise defined in this Agreement shall have the meanings ascribed to them in Article X.
SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE...Gas Purchase Contract • December 10th, 2004 • Hiland Partners, LP • Crude petroleum & natural gas
THIS CONTRACT dated and effective this **, is between Range Resources Corporation (hereinafter referred to as "Seller"), and Continental Gas, Inc. (hereinafter referred to as "Buyer").
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • July 18th, 2007 • Hiland Partners, LP • Crude petroleum & natural gas • Oklahoma
THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this “Third Amendment”), dated as of July 13, 2007 (the “Third Amendment Closing Date”) is among HILAND OPERATING, LLC, a Delaware limited liability company (the “Borrower”), the banks and other financial institutions listed on the signature pages hereto (together with each other person who becomes a Lender, collectively the “Lenders”), and MIDFIRST BANK, a federally chartered savings association, individually as a Lender and as the Administrative Agent (the “Administrative Agent”).
AMENDMENT NO. 1 TO FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF HILAND PARTNERS, LPFirst Amended and Restated Agreement of Limited Partnership • April 17th, 2008 • Hiland Partners, LP • Crude petroleum & natural gas • Delaware
This Amendment No. 1 (this “Amendment No. 1”) to the First Amended and Restated Agreement of Limited Partnership (as amended, the “Partnership Agreement”) of Hiland Partners, LP (the “Partnership”) is hereby adopted by Hiland Partners GP, LLC, a Delaware limited liability company (the “General Partner”), as general partner of the Partnership. Capitalized terms used but not defined herein are used as defined in the Partnership Agreement.
Hiland Partners Long-Term Incentive Plan Grant of Restricted UnitsGrant of Restricted Units • November 14th, 2005 • Hiland Partners, LP • Crude petroleum & natural gas • Oklahoma
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • September 29th, 2005 • Hiland Partners, LP • Crude petroleum & natural gas • Oklahoma
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “First Amendment”), dated as of September 26, 2005 (the “First Amendment Closing Date”) is among HILAND OPERATING, LLC, a Delaware limited liability company (the “Borrower”), the banks and other financial institutions listed on the signature pages hereto (together with each other person who becomes a Lender, collectively the “Lenders”), and MIDFIRST BANK, a federally chartered savings association, individually as a Lender and as Administrative Agent (the “Administrative Agent”).
GAS PURCHASE CONTRACT BETWEEN CONTINENTAL RESOURCES, INC. Seller and HILAND PARTNERS, LP Buyer Dated November 8, 2005Gas Purchase Contract • November 10th, 2005 • Hiland Partners, LP • Crude petroleum & natural gas
THIS CONTRACT dated this 8th day of November, 2005, is between Continental Resources, Inc. (hereinafter referred to as “Seller”), and Hiland Partners, LP (hereinafter referred to as “Buyer”).
Hiland Partners, LP Long-Term Incentive Plan Grant of Phantom UnitsPhantom Unit Grant Agreement • April 14th, 2005 • Hiland Partners, LP • Crude petroleum & natural gas • Oklahoma
CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT AmongContribution, Conveyance and Assumption Agreement • March 30th, 2005 • Hiland Partners, LP • Crude petroleum & natural gas • Oklahoma
THIS CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT, dated as of February 15, 2005, is entered into by and among HILAND PARTNERS, LP, a Delaware limited partnership (“MLP”), HILAND OPERATING, LLC, a Delaware limited liability company (“OLLC”), HILAND GP, LLC, a Delaware limited liability company (“Hiland GP LLC”), HILAND LP, LLC, a Delaware limited liability company (“Hiland LP LLC”), CONTINENTAL GAS, INC., an Oklahoma corporation (“Continental Inc.”), HILAND PARTNERS GP, LLC, a Delaware limited liability company (“GP”), HILAND PARTNERS, LLC, an Oklahoma limited liability company (“Hiland LLC”), CONTINENTAL GAS HOLDINGS, INC., a Delaware corporation (“New Continental”), HILAND ENERGY PARTNERS, LLC, a Delaware limited liability company (“New Hiland LLC”), HAROLD HAMM, an individual residing in Enid, Oklahoma (“Mr. Hamm”), the HAROLD HAMM HJ TRUST (“HJ Trust”), the HAROLD HAMM DST TRUST (“DST Trust”), EQUITY FINANCIAL SERVICES, INC., an Oklahoma corporation (“Equity Financial”), RANDY
November 3, 2009Merger Agreement • November 4th, 2009 • Hiland Partners, LP • Natural gas distribution • Delaware
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF HILAND PARTNERS GP, LLC, A DELAWARE LIMITED LIABILITY COMPANY DATED AS OFLimited Liability Company Agreement • September 29th, 2006 • Hiland Partners, LP • Crude petroleum & natural gas • Delaware
This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of HILAND PARTNERS GP, LLC (the “Company”) is made and entered into as of September 25, 2006 (the “Effective Date”), by and among each Person listed as a member of the Company on the Schedule of Members attached hereto as Schedule A, and such other holders of Membership Interests who become parties hereto from time to time.
CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENTContribution, Conveyance and Assumption Agreement • February 1st, 2005 • Hiland Partners, LP • Crude petroleum & natural gas • Oklahoma
THIS CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT, dated as of , 2005, is entered into by and among HILAND PARTNERS, LP, a Delaware limited partnership ("MLP"), HILAND OPERATING, LLC, a Delaware limited liability company ("OLLC"), HILAND GP, LLC, a Delaware limited liability company ("Hiland GP LLC"), HILAND LP, LLC, a Delaware limited liability company ("Hiland LP LLC"), CONTINENTAL GAS, INC., an Oklahoma corporation ("Continental Inc."), HILAND PARTNERS GP, LLC, a Delaware limited liability company ("GP"), HILAND PARTNERS, LLC, an Oklahoma limited liability company ("Hiland LLC"), CONTINENTAL GAS HOLDINGS, INC., a Delaware corporation ("New Continental"), HILAND ENERGY PARTNERS, LLC, a Delaware limited liability company ("New Hiland LLC"), HAROLD HAMM, an individual residing in Enid, Oklahoma ("Mr. Hamm"), the HAROLD HAMM HJ TRUST ("HJ Trust"), the HAROLD HAMM DST TRUST ("DST Trust"), EQUITY FINANCIAL SERVICES, INC., an Oklahoma corporation ("Equity Financial"), RANDY MOEDER, an
SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE...Gas Purchase Contract • February 1st, 2005 • Hiland Partners, LP • Crude petroleum & natural gas
THIS AGREEMENT, made and entered into this 20th day of July, 1983, by and between MAGIC CIRCLE ENERGY CORPORATION, an Oklahoma corporation, singly and collectively hereinafter referred to as "Seller," and MAGIC CIRCLE GAS, hereinafter referred to as "Buyer";
