AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF HILAND HOLDINGS GP, LPAgreement of Limited Partnership • November 13th, 2006 • Hiland Holdings GP, LP • Crude petroleum & natural gas • Delaware
THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF HILAND HOLDINGS GP, LP dated as of September 25, 2006 is entered into by and among Hiland Partners GP Holdings, LLC, a Delaware limited liability company, as the General Partner, 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:
GAS PURCHASE CONTRACTGas Purchase Contract • August 30th, 2006 • Hiland Holdings GP, 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 Holdings GP, 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 HOLDINGS, LLC, A DELAWARE LIMITED LIABILITY COMPANY DATED AS OF SEPTEMBER 25, 2006Limited Liability Company Agreement • November 13th, 2006 • Hiland Holdings GP, LP • Crude petroleum & natural gas • Delaware
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of HILAND PARTNERS GP HOLDINGS, 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.
FIRST AMENDED AND RESTATED SENIOR SECURED CREDIT AGREEMENT Dated as of August 7, 2009 between HILAND HOLDINGS GP, LP as Borrower and THE SECURITY NATIONAL BANK OF ENID as LenderSenior Secured Credit Agreement • November 9th, 2009 • Hiland Holdings GP, LP • Natural gas distribution • Oklahoma
This First Amended and Restated Senior Secured Credit Agreement is made, executed and delivered effective as of August 7, 2009 (this “Agreement”), by and between HILAND HOLDINGS GP, LP, a Delaware limited partnership (the “Borrower”), and THE SECURITY NATIONAL BANK OF ENID, a national bank association (“SNB”).
AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • November 4th, 2009 • Hiland Holdings GP, 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 Holdings GP, 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 Holdings GP, 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 Holdings GP, 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 Holdings GP, 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 Long-Term Incentive Plan Grant of Phantom UnitsPhantom Unit Grant Agreement • November 13th, 2007 • Hiland Holdings GP, LP • Crude petroleum & natural gas • Oklahoma
7,000,000 Common Units HILAND HOLDINGS GP, LP Representing Limited Partner Interests UNDERWRITING AGREEMENTUnderwriting Agreement • November 13th, 2006 • Hiland Holdings GP, LP • Crude petroleum & natural gas • New York
This is to confirm the agreement among the Partnership, Hiland Partners GP Holdings, LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”), and Hiland Partners GP, Inc., a Delaware corporation (“Hiland Inc.” and, together with the Partnership and the General Partner, the “Hiland Parties”) and the Underwriters concerning the purchase of the Units from the Partnership by the Underwriters.
NON-COMPETITION AGREEMENT among HILAND PARTNERS, LP HILAND PARTNERS GP, LLC HILAND HOLDINGS GP, LP and HILAND PARTNERS GP HOLDINGS, LLCNon-Competition Agreement • August 11th, 2006 • Hiland Holdings GP, 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 liability partnership (the "Partnership"), Hiland Partners GP, LLC, a Delaware limited liability company (the "MLP General Partner"), 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."
AMENDMENT NO. 1 TO CONTRIBUTION AGREEMENTContribution Agreement • September 13th, 2006 • Hiland Holdings GP, LP • Crude petroleum & natural gas
This AMENDMENT NO. 1 TO CONTRIBUTION AGREEMENT (this "Amendment") is dated as of September 12, 2006, and is made by and among HH GP Holding, LLC, an Oklahoma limited liability company ("Holding LLC"), Randy Moeder, an individual residing in Enid, Oklahoma ("Mr. Moeder"), Equity Financial Services, Inc., an Oklahoma corporation ("Equity Financial"), Ken Maples, an individual residing in Enid, Oklahoma ("Mr. Maples"), the Harold Hamm DST Trust (the "DST Trust"), the Harold Hamm HJ Trust (the "HJ Trust"), Continental Gas Holdings, Inc., a Delaware corporation ("Continental Holdings"), Hiland Holdings GP, LP, a Delaware limited partnership ("HPGP"), Hiland Partners GP, Inc., a Delaware corporation ("Hiland Partners, Inc.") and Hiland Partners GP Holdings, LLC, a Delaware limited liability company ("Holdings GP"). Holding LLC, Mr. Moeder, Equity Financial, Mr. Maples, the DST Trust, the HJ Trust and Continental Holdings are sometimes referred to herein collectively as the "Existing Investor
Hiland Holdings Long-Term Incentive Plan Grant of Phantom UnitsPhantom Unit Grant Agreement • August 11th, 2006 • Hiland Holdings GP, LP • Crude petroleum & natural gas • Oklahoma
JOINDER TO JOINT FILING AGREEMENTJoinder to Joint Filing Agreement • September 9th, 2009 • Hiland Holdings GP, LP • Natural gas distribution
The undersigned acknowledges and agrees (i) to be bound by that certain Joint Filing Agreement, dated as of January 15, 2009, executed in connection with the filing of the Schedule 13D related to ownership of common units representing limited partner interests in Hiland Partners, LP and filed with the Securities and Exchange Commission on January 16, 2009 (the “Schedule 13D”) and (ii) hereby designates and appoints Matthew S. Harrison as his attorney-in-fact with full power of substitution, to sign, file and make any amendments to such Schedule 13D.
PROMISSORY NOTE (ADVANCING LINE OF CREDIT)Promissory Note • November 25th, 2009 • Hiland Holdings GP, LP • Natural gas distribution
FOR VALUE RECEIVED, HILAND HOLDINGS GP, LP, a Delaware limited partnership (the “Borrower”), hereby unconditionally promises to pay to the order of the Bank at the offices of the Bank, 3333 N.W. Expressway, Oklahoma City, Oklahoma, or at P.O. Box 25676, Oklahoma City, Oklahoma 73125-0676, the maximum principal sum of Five Million and No/100 Dollars ($5,000,000.00), or so much thereof as may be advanced to or for the benefit of the Borrower, in lawful money of the United States of America, together with interest from the date hereof until paid at the rate set forth below, on or before April 2, 2010 (the “Maturity Date”). The Borrower may borrow up to the maximum principal amount only one time and repaying a part of the principal will not entitle the Borrower to reborrow.
CONTRIBUTION AGREEMENT By and Among HILAND HOLDINGS GP, LP, HILAND PARTNERS GP HOLDINGS, LLC, HILAND PARTNERS GP, INC. CONTINENTAL GAS HOLDINGS, INC., HH GP HOLDING, LLC, HAROLD HAMM DST TRUST, HAROLD HAMM HJ TRUST, RANDY MOEDER, EQUITY FINANCIAL...Contribution Agreement • May 26th, 2006 • Hiland Holdings GP, LP • Delaware
This Contribution Agreement, dated as of May 24, 2006 (this "Contribution Agreement"), is by and among HH GP Holding, LLC, an Oklahoma limited liability company ("Holding LLC"), Randy Moeder, an individual residing in Enid, Oklahoma ("Mr. Moeder"), Equity Financial Services, Inc., an Oklahoma corporation ("Equity Financial"), Ken Maples, an individual residing in Enid, Oklahoma ("Mr. Maples"), the Harold Hamm DST Trust (the "DST Trust"), the Harold Hamm HJ Trust (the "HJ Trust"), Continental Gas Holdings, Inc., a Delaware corporation ("Continental Holdings"), Hiland Holdings GP, LP, a Delaware limited partnership ("HPGP"), Hiland Partners GP, Inc., a Delaware corporation ("Hiland Partners, Inc.") and Hiland Partners GP Holdings, LLC, a Delaware limited liability company ("Holdings GP"). Holding LLC, Mr. Moeder, Equity Financial, Mr. Maples, the DST Trust, the HJ Trust and Continental Holdings are sometimes referred to herein collectively as the "Existing Investors." Terms that are capi
JOINT FILING AGREEMENTJoint Filing Agreement • January 16th, 2009 • Hiland Holdings GP, LP • Natural gas distribution
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument.
JOINT FILING AGREEMENTJoint Filing Agreement • January 16th, 2009 • Hiland Holdings GP, LP • Natural gas distribution
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument.
SUPPORT AGREEMENT (HPGP Units)Support Agreement • June 1st, 2009 • Hiland Holdings GP, LP • Natural gas distribution • Delaware
This SUPPORT AGREEMENT, dated as of June 1, 2009 (this “Agreement”), is entered into among Harold Hamm, an individual residing in Oklahoma, Continental Gas Holdings, Inc., a Delaware corporation (“Continental Gas”), Bert Mackie, as trustee of the Harold Hamm DST Trust and the Harold Hamm HJ Trust (each a “Trust” and together the “Trusts”), 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”).
LOAN AGREEMENT BETWEEN HILAND HOLDINGS GP, LP AS BORROWER AND COPPERMARK BANK AS THE BANK NOVEMBER 23, 2009Loan Agreement • November 25th, 2009 • Hiland Holdings GP, LP • Natural gas distribution • Oklahoma
This Loan Agreement (the “Loan Agreement”) is made November 23, 2009 by and between HILAND HOLDINGS GP, LP, a Delaware limited partnership (the “Borrower”), and COPPERMARK BANK, an Oklahoma state banking association (the “Bank”).
Hiland Holdings Long-Term Incentive Plan Grant of Restricted UnitsGrant of Restricted Units • August 30th, 2006 • Hiland Holdings GP, LP • Crude petroleum & natural gas • Oklahoma
25,000,000 SENIOR SECURED CREDIT AGREEMENT dated as of , 2006 among HILAND HOLDINGS GP, LP, as Borrower The Lenders Party Hereto and MIDFIRST BANK, as Administrative AgentSenior Secured Credit Agreement • August 30th, 2006 • Hiland Holdings GP, LP • Crude petroleum & natural gas • Oklahoma
CREDIT AGREEMENT (this "Agreement") dated as of , 2006, among HILAND HOLDINGS GP, LP, the LENDERS party hereto, and MIDFIRST BANK, as Administrative Agent.
AGREEMENT AND PLAN OF MERGER among HH GP HOLDING, LLC, HPGP MERGERCO, LLC, HILAND PARTNERS GP HOLDINGS, LLC and HILAND HOLDINGS GP, LP Executed June 1, 2009Merger Agreement • June 1st, 2009 • Hiland Holdings GP, 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”), HPGP MergerCo, LLC, a Delaware limited liability company and a subsidiary of Parent (“Merger Sub” and, together with Parent, the “Parent 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”).
November 3, 2009Merger Agreement • November 4th, 2009 • Hiland Holdings GP, LP • Natural gas distribution • Delaware
November 3, 2009Merger Agreement • November 4th, 2009 • Hiland Holdings GP, LP • Natural gas distribution • Delaware
AGREEMENT OF LIMITED PARTNERSHIP OF HILAND HOLDINGS GP, LPLimited Partnership Agreement • May 26th, 2006 • Hiland Holdings GP, LP • Delaware
THIS AGREEMENT OF LIMITED PARTNERSHIP (this "Agreement"), dated as of May 10, 2006, is entered into and executed by Hiland Partners GP Holdings, LLC, a Delaware limited liability company, in its capacity as general partner of Hiland Holdings GP, LP, and the persons listed on the signature page attached hereto.
Front of Certificate] [LOGO] Certificate Evidencing Common Units Representing Limited Partner Interests in Hiland Holdings GP, LPLimited Partnership Agreement • August 11th, 2006 • Hiland Holdings GP, LP • Crude petroleum & natural gas
In accordance with Section 4.1 of the Amended and Restated Agreement of Limited Partnership of Hiland Holdings GP, LP, as amended, supplemented or restated from time to time (the "Partnership Agreement"), Hiland Holdings GP, LP, a Delaware limited partnership (the "Partnership"), hereby certifies that (the "Holder") is the registered owner of Common Units representing limited partner interests in the Partnership (the "Common Units") transferable on the books of the Partnership, in person or by duly authorized attorney, upon surrender of this Certificate properly endorsed. The rights, preferences and limitations of the Common Units are set forth in, and this Certificate and the Common Units represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Partnership Agreement. Copies of the Partnership Agreement are on file at, and will be furnished without charge on delivery of written request to the Partnership at, the principal office of the Part
JOINT FILING AGREEMENTJoint Filing Agreement • January 16th, 2009 • Hiland Holdings GP, LP • Natural gas distribution
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument.
CREDIT AGREEMENT Dated as of May 1, 2006 between HILAND PARTNERS GP, LLC And MIDFIRST BANKCredit Agreement • May 26th, 2006 • Hiland Holdings GP, LP • Oklahoma
This CREDIT AGREEMENT ("Agreement") is entered into as of May 1, 2006, by and between HILAND PARTNERS GP, LLC, a Delaware limited liability company ("Borrower") and MIDFIRST BANK, a federally chartered savings association ("Lender").
Hiland Holdings Long-Term Incentive Plan Grant of Restricted UnitsLong-Term Incentive Plan • August 11th, 2006 • Hiland Holdings GP, LP • Crude petroleum & natural gas • Oklahoma
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • November 25th, 2009 • Hiland Holdings GP, LP • Natural gas distribution
This Pledge and Security Agreement (the “Pledge Agreement”) dated November 23, 2009, is between HILAND HOLDINGS GP, LP, a Delaware limited partnership (referred to herein as either “Hiland Holdings” “Borrower” or “Pledgor”) and COPPERMARK BANK, an Oklahoma state banking association (the “Secured Party”).
AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • November 4th, 2009 • Hiland Holdings GP, 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”), HPGP MergerCo, LLC, a Delaware limited liability company and a subsidiary of Parent (“Merger Sub” and, together with Parent, the “Parent 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”).
TERM PROMISSORY NOTETerm Promissory Note • November 9th, 2009 • Hiland Holdings GP, LP • Natural gas distribution • Oklahoma
