OMNIBUS AGREEMENT among CONTINENTAL RESOURCES, INC. HILAND PARTNERS, LLC HAROLD HAMM HILAND PARTNERS GP, LLC CONTINENTAL GAS HOLDINGS, INC. and HILAND PARTNERS, LP

Exhibit 10.10

EXECUTION COPY

OMNIBUS AGREEMENT

among

CONTINENTAL RESOURCES, INC.

XXXXXX PARTNERS, LLC

XXXXXX XXXX

XXXXXX PARTNERS GP, LLC

CONTINENTAL GAS HOLDINGS, INC.

and

XXXXXX PARTNERS, LP

OMNIBUS AGREEMENT

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”), Xxxxxx Partners, LLC, an Oklahoma limited liability company (“Xxxxxx”), Xxxxxx Xxxx, an individual residing in Enid, Oklahoma (“Xx. Xxxx”), Xxxxxx Partners GP, LLC, a Delaware limited liability company (the “General Partner”), Continental Gas Holdings, Inc., a Delaware corporation (“Continental Holdings”) and Xxxxxx 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.”

R E C I T A L S:

1. The Parties desire by their execution of this Agreement to evidence their agreement, as more fully set forth in Article II, with respect to those business opportunities that the Xxxx Entities (as defined herein) will not engage in during the term of this Agreement.

2. The Parties desire by their execution of this Agreement to evidence their agreement, as more fully set forth in Article III, with respect to certain indemnification obligations of the Parties to each other.

3. The Parties desire by their execution of this Agreement to evidence their agreement, as more fully set forth in Article IV, with respect to the amount to be paid by the Partnership for certain general and administrative services to be performed by Continental Resources for and on behalf of the Partnership Group (as defined herein).

4. The Parties desire by their execution of this Agreement to evidence their agreement, as more fully set forth in Article V, with respect to the Partnership Group’s option to purchase the Xxxxxx Gathering System (as defined herein).

In consideration of the premises and the covenants, conditions and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto hereby agree as follows:

ARTICLE I
Definitions

1.1 Definitions.

As used in this Agreement, the following terms shall have the respective meanings set forth below:

“Affiliate” is defined in the Partnership Agreement.

“Assets” means all assets conveyed, contributed, or otherwise transferred to the Partnership Group pursuant to the Contribution Agreement prior to or on the Closing

Date and any assets acquired by the Partnership Group pursuant to the exercise of the purchase option granted under Article V.

“Xxxxxx Gathering System” means the natural gas gathering system owned by Xxxxxx, located in Richmond County, Montana and described further on Schedule I.

“Closing Date” means the date of the closing of the Partnership’s initial public offering of Common Units.

“Common Units” is defined in the Partnership Agreement.

“Conflicts Committee” is defined in the Partnership Agreement.

“Construction Cost” means all costs associated with developing, designing, building and financing Subject Assets, including, without limitation, any costs to acquire related real property or necessary rights of way and any internal costs incurred to compensate employees for time spent on developing, designing, building and financing Subject Assets.

“Continental Gas” means Continental Gas, Inc., an Oklahoma corporation.

“Contribution Agreement” means that certain Contribution, Conveyance and Assumption Agreement, dated as of the Closing Date, among Continental Gas, Xxxxxx, the Xxxx Parties, the Xxxxxx Xxxx HJ Trust, the Xxxxxx Xxxx DST Trust, the General Partner, the Partnership and certain other parties, together with the additional conveyance documents and instruments contemplated or referenced thereunder.

“control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of Voting Securities, by contract, or otherwise.

“General Partner” is defined in the introduction to this Agreement.

“Xxxx Control Person means (i) any of the Xxxxxx Xxxx HJ Trust, the Xxxxxx Xxxx DST Trust, Xxxxxx Xxxx, any of his children, his spouse or any of his children’s spouses (but excluding former spouses and spouses of any of his deceased children) and (ii) any Person controlled, directly or indirectly, by any Person specified in the preceding clause (i), other than a Partnership Entity.

“Xxxx Entities” means each Xxxx Party and any Person controlled, directly or indirectly, by any Xxxx Party or combination of Xxxx Parties other than the Partnership Entities; and “Xxxx Entity” means any of the Xxxx Entities.

“Xxxx Parties” means Xxxxxx Xxxx and each of Continental Resources and Xxxxxx for so long as such entity is controlled, directly or indirectly, by a Xxxx Control Person or any combination of Xxxx Control Persons.

“Indemnified Party” means each Partnership Group Member in its capacity as a party entitled to indemnification in accordance with Article III.

“Indemnifying Party” means each of Continental Resources, Xxxxxx and Continental Holdings, as the case may be, in their capacity as the parties from whom indemnification may be required in accordance with Article III.

“Limited Partner” is defined in the Partnership Agreement.

“Offer” is defined in Section 2.3(b).

“Partnership Agreement” means the First Amended and Restated Agreement of Limited Partnership of Xxxxxx Partners, LP, dated as of the Closing Date, as such agreement is in effect on the Closing Date, to which reference is hereby made for all purposes of this Agreement. No amendment or modification to the Partnership Agreement subsequent to the Closing Date shall be given effect for the purposes of this Agreement unless consented to by each of the Parties to this Agreement.

“Partnership Entities” means the General Partner and each member of the Partnership Group.

“Partnership Entity” means any of the Partnership Entities.

“Partnership Group” means the Partnership and its subsidiaries.

“Partnership Group Member” means any member of the Partnership Group.

“Party” and “Parties” are defined in the introduction to this Agreement.

“Person” means an individual or a corporation, limited liability company, partnership, joint venture, trust, business trust, employee benefit plan, unincorporated organization, association, government agency or political subdivision thereof or other entity.

“Restricted Businesses” is defined in Section 2.1.

“Subject Assets” is defined in Section 2.2(f).

“Subsidiary” means, with respect to any Person, (a) a corporation of which more than 50% of the voting power of shares entitled (without regard to the occurrence of any contingency) to vote in the election of directors or other governing body of such corporation is owned, directly or indirectly, at the date of determination, by such Person, by one or more Subsidiaries of such Person or a combination thereof, (b) a partnership (whether general or limited) in which such Person or a Subsidiary of such Person is, at the date of determination, a general or limited partner of such partnership, but only if more than 50% of the partnership interests of such partnership (considering all of the partnership interests of the partnership as a single class) is owned, directly or indirectly, at the date of determination, by such Person, by one or more Subsidiaries of such Person,

or a combination thereof, or (c) any other Person (other than a corporation or a partnership) in which such Person, one or more Subsidiaries of such Person, or a combination thereof, directly or indirectly, at the date of determination, has (i) at least a majority ownership interest or (ii) the power to elect or direct the election of a majority of the directors or other governing body of such Person.

“Transfer” including the correlative terms “Transferring” or “Transferred” means any direct or indirect transfer, assignment, sale, gift, pledge, hypothecation or other encumbrance, or any other disposition (whether voluntary, involuntary or by operation of law) of the Assets.

“Units” is defined in the Partnership Agreement.

“Voting Securities” means securities of any class of a Person entitling the holders thereof to vote on a regular basis in the election of members of the board of directors or other governing body of such Person.

ARTICLE II
Business Opportunities

2.1 Restricted Businesses. Subject to Section 2.6, and except as permitted by Section 2.2, each Xxxx Party shall be prohibited from engaging in, and the Xxxx Parties shall cause each Xxxx Entity not to engage in, whether by acquisition, construction, investment in debt or equity interests of any Person or otherwise, any of the following businesses (the “Restricted Businesses”): the gathering, treating, processing and transportation of natural gas in North America, the transportation and fractionation of natural gas liquids (“NGLs”) in North America, and constructing, buying or selling any assets related to the foregoing businesses.

2.2 Permitted Exceptions. Notwithstanding any provision of Section 2.1 to the contrary, the Xxxx Entities may engage in the following activities under the following circumstances:

(a) the ownership and/or operation of the Xxxxxx Gathering System (including replacements of and modifications or additions to the Xxxxxx Gathering System);

(b) any business that is primarily related to the exploration for and production of oil or natural gas and the sale and marketing of oil and natural gas derived from such exploration and production activities;

(c) any Restricted Business that was engaged in by a Xxxx Entity on the date of this Agreement; provided, however, that any future acquisitions or opportunities related to such Restricted Business shall be subject to the procedures set forth in Section 2.3;

(d) the purchase and ownership of not more than five percent of any class of securities of any entity engaged in the Restricted Business (but without otherwise participating in the activities of such entity);

(e) any Restricted Business conducted by a Xxxx Entity with the approval of the Conflicts Committee;

(f) the ownership and/or operation of any asset or group of related assets used in the activities described in Section 2.1 that are acquired or constructed by a Xxxx Entity after the Closing Date (the “Subject Assets”) if, in the case of an acquisition, the fair market value of the Subject Assets (as determined in good faith by the board of directors or other comparable governing body of such Xxxx Entity), or, in the case of construction, the estimated Construction Cost of the Subject Assets (as determined in good faith by the board of directors or other comparable governing body of such Xxxx Entity), is less than $5 million at the time of such acquisition or completion of construction, as the case may be;

(g) the ownership and/or operation of any Subject Assets acquired by a Xxxx Entity after the Closing Date with a fair market value (as determined in good faith by the board of directors or other comparable governing body of such Xxxx Entity) equal to or greater than $5 million at the time of the acquisition; provided, the Partnership has been offered the opportunity to purchase the Subject Assets in accordance with Section 2.3 and the Partnership (with the concurrence of the Conflicts Committee) has elected not to purchase the Subject Assets; and

(h) the ownership and/or operation of any Subject Assets constructed by a Xxxx Entity after the Closing Date with a Construction Cost (as determined in good faith by the board of directors or other comparable governing body of such Xxxx Entity) equal to or greater than $5 million at the time of completion of construction that the Partnership has been offered the opportunity to purchase in accordance with Section 2.3 and the Partnership (with the concurrence of the Conflicts Committee) has elected not to purchase.

2.3 Procedures.

(a) If a Xxxx Entity becomes aware of an opportunity to acquire Subject Assets with a fair market value (as determined in good faith by the board of directors or other comparable governing body of such Xxxx Entity) equal to or greater than $5 million that it is interested in pursuing, then, subject to Section 2.3(b), as soon as practicable thereafter, such Xxxx Entity shall notify the General Partner, in writing, of such opportunity and deliver to the General Partner all information prepared by or on behalf of such Xxxx Entity relating to such opportunity. As soon as practicable, but in any event within 30 days after receipt of such written notification and information, the General Partner, on behalf of the Partnership, shall notify the Xxxx Entity, in writing, that either (i) the General Partner, on behalf of the Partnership, has elected (with the concurrence of the Conflicts Committee) not to cause a Partnership Group Member to pursue the opportunity to purchase the Subject Assets, or (ii) the General Partner, on behalf of the Partnership, has elected (with the concurrence of the Conflicts Committee) to cause a Partnership Group Member to pursue the opportunity to purchase the Subject Assets. If, at any time, the General Partner abandons such opportunity with the approval of the Conflicts Committee (as evidenced in writing by the General Partner following the

request of the Xxxx Entity), the Xxxx Entity may pursue such opportunity. Any Subject Assets that are permitted to be acquired by a Xxxx Entity must be so acquired (i) within 12 months of the later to occur of (A) the date that the Xxxx Entity becomes able to pursue such acquisition in accordance with the provisions of this Section 2.3(a), and (B) the date upon which all required governmental approvals to consummate such acquisition have been obtained, and (ii) on terms not more favorable in any material respect to the Xxxx Entity than were offered to the Partnership. If either of these conditions are not satisfied, the opportunity must be reoffered to the Partnership in accordance with this Section 2.3(a).

(b) Notwithstanding Section 2.3(a), in the event that a Xxxx Entity becomes aware of an opportunity to make an acquisition that includes both Subject Assets and assets that are not Subject Assets and the Subject Assets have a fair market value (as determined in good faith by the board of directors or other comparable governing body of such Xxxx Entity) equal to or greater than $5 million but comprise less than half of the fair market value (as determined in good faith by the board of directors or other comparable governing body of such Xxxx Entity) of the total assets being considered for acquisition, then the Xxxx Entity may make such acquisition without first offering the opportunity to the Partnership as long as it complies with the following procedures:

(i) Within 90 days after the consummation of such an acquisition, the Xxxx Entity shall notify the General Partner in writing of such acquisition and offer the Partnership Group the opportunity to purchase such Subject Assets in accordance with this Section 2.3(b) (the “Offer”). The Offer shall set forth the terms relating to the purchase of the Subject Assets and, if any Xxxx Entity desires to utilize the Subject Assets, the Offer will also include the commercially reasonable terms on which the Partnership Group will provide services to the Xxxx Entity to enable the Xxxx Entity to utilize the Subject Assets. As soon as practicable, but in any event within 30 days after receipt of such written notification, the General Partner shall notify the Xxxx Entity in writing that either (x) the General Partner, on behalf of the Partnership, has elected (with the concurrence of the Conflicts Committee) not to cause a Partnership Group Member to purchase the Subject Assets, in which event the Xxxx Entity shall be forever free to continue to own or operate such Subject Assets, or (y) the General Partner, on behalf of the Partnership, has elected (with the concurrence of the Conflicts Committee) to cause a Partnership Group Member to purchase the Subject Assets, in which event the following procedures shall apply.

(ii) If the Xxxx Entity and the General Partner (with the concurrence of the Conflicts Committee) within 60 days after receipt by the General Partner of the Offer are able to agree on the fair market value of the Subject Assets that are subject to the Offer and the other terms of the Offer including, without limitation, the terms, if any, on which the Partnership Group will provide services to the Xxxx Entity to enable it to utilize the Subject Assets, a Partnership Group Member shall purchase the Subject Assets for the agreed

upon fair market value as soon as commercially practicable after such agreement has been reached and, if applicable, enter into an agreement with the Xxxx Entity to provide services in a manner consistent with the Offer.

(iii) If the Xxxx Entity and the General Partner (with the concurrence of the Conflicts Committee) are unable to agree within 60 days after receipt by the General Partner of the Offer on the fair market value of the Subject Assets that are subject to the Offer or the other terms of the Offer including, if applicable, the terms on which the Partnership Group will provide services to the Xxxx Entity to enable it to utilize the Subject Assets, the Xxxx Entity and the General Partner will engage a mutually agreed upon investment banking firm to determine the fair market value of the Subject Assets and/or the other terms on which the General Partner and the Xxxx Entity are unable to agree. Such investment banking firm will determine the fair market value of the Subject Assets and/or the other terms on which the General Partner and the Xxxx Entity are unable to agree within 30 days of its engagement and furnish the Xxxx Entity and the General Partner its determination. The fees of the investment banking firm will be split equally between the Xxxx Entity and the Partnership Group. Once the investment banking firm has submitted its determination of the fair market value of the Subject Assets and/or the other terms on which the Partnership Group and the Xxxx Entity are unable to agree, the General Partner will have the right, but not the obligation, subject to the approval of the Conflicts Committee, to cause a Partnership Group Member to purchase the Subject Assets pursuant to the Offer as modified by the determination of the investment banking firm. The Partnership Group Member will provide written notice of its decision to the Xxxx Entity within 30 days after the investment banking firm has submitted its determination. Failure to provide such notice within such 30-day period shall be deemed to constitute a decision not to purchase the Subject Assets. If the General Partner elects to cause a Partnership Group Member to purchase the Subject Assets, then the Partnership Group Member shall purchase the Subject Assets pursuant to the Offer as modified by the determination of the investment banking firm as soon as commercially practicable after such determination and, if applicable, enter into an agreement with the Xxxx Entity to provide services in a manner consistent with the Offer, as modified by the determination of the investment banking firm, if applicable.

(c) In the event that a Xxxx Entity desires to construct Subject Assets with an estimated Construction Cost (as determined in good faith by the board of directors or other comparable governing body of such Xxxx Entity) equal to or greater than $5 million, then the Xxxx Entity may construct such Subject Assets as long as it complies with the following procedures:

(i) Within 90 days after the completion of construction by a Xxxx Entity of the Subject Assets, the Xxxx Entity shall notify the General Partner in writing of such construction and offer the Partnership Group the opportunity to purchase such Subject Assets in accordance with this Section 2.3(c) (the “Construction Offer”). The Construction Offer shall set forth the

Xxxx Entities’ good faith estimate of the actual Construction Cost for the Subject Assets incurred by the Xxxx Entities (the “Actual Construction Cost”), which shall constitute the proposed purchase price for the Subject Assets, together with the other proposed terms relating to the purchase of the Subject Assets, and, if any Xxxx Entity desires to utilize the Subject Assets, the Construction Offer will also include the commercially reasonable terms on which the Partnership Group will provide services to the Xxxx Entity to enable the Xxxx Entity to utilize the Subject Assets. As soon as practicable, but in any event within 30 days after receipt of such written notification, the General Partner shall notify the Xxxx Entity in writing that either (x) the General Partner, on behalf of the Partnership, has elected (with the concurrence of the Conflicts Committee) not to cause a Partnership Group Member to purchase the Subject Assets, in which event the Xxxx Entity shall be forever free to continue to own or operate such Subject Assets, or (y) the General Partner, on behalf of the Partnership, has elected (with the concurrence of the Conflicts Committee) to cause a Partnership Group Member to purchase the Subject Assets, in which event the following procedures shall apply.

(ii) If the Xxxx Entity and the General Partner (with the concurrence of the Conflicts Committee) within 60 days after receipt by the General Partner of the Construction Offer are able to agree on the Actual Construction Cost of the Subject Assets that are subject to the Construction Offer and the other terms (“Other Terms”) of the Construction Offer including, without limitation, the terms, if any, on which the Partnership Group will provide services to the Xxxx Entity to enable it to utilize the Subject Assets, a Partnership Group Member shall purchase the Subject Assets for the agreed upon Actual Construction Cost as soon as commercially practicable after such agreement has been reached and, if applicable, enter into an agreement with the Xxxx Entity to provide services in a manner consistent with the Construction Offer.

(iii) If the Xxxx Entity and the General Partner (with the concurrence of the Conflicts Committee) are unable to agree within 60 days after receipt by the General Partner of the Construction Offer on the Actual Construction Cost of the Subject Assets that are subject to the Construction Offer, the Xxxx Entity and the General Partner will engage a mutually agreed upon nationally recognized accounting firm, other than any such accounting firm that has served as either Person’s independent auditors within the past three years, to determine the Actual Construction Cost of the Subject Assets. Such accounting firm will determine the Actual Construction Cost of the Subject Assets within 30 days of its engagement and furnish the Xxxx Entity and the General Partner its determination, which determination shall be a final and binding determination of the Actual Construction Cost. The fees of the accounting firm will be split equally between the Xxxx Entity and the Partnership Group.

(iv) If the Xxxx Entity and the General Partner are unable to agree within 60 days after receipt by the General Partner of the Construction Offer on all of the Other Terms, the Xxxx Entity and the General Partner will

obtain a good faith proposal from a mutually agreed upon third party engaged in the business to which such Other Terms relate in order to determine the Other Terms on which the General Partner and the Xxxx Entity are unable to agree. Such third party will submit a good faith proposal regarding the Other Terms on which the General Partner and the Xxxx Entity are unable to agree within 30 days of its engagement and furnish the Xxxx Entity and the General Partner its proposal, which determination shall be a final and binding determination of the Other Terms. The fees of the third party will be split equally between the Xxxx Entity and the Partnership Group.

(v) Once the Actual Construction Cost and the Other Terms have been finally determined pursuant to clauses (ii), (iii) or (iv) above, the General Partner will have the right, but not the obligation, subject to the approval of the Conflicts Committee, to cause a Partnership Group Member to purchase the Subject Assets pursuant to the Construction Offer as modified by the determination of the accounting firm and/or the third party submitting a proposal, as applicable. The Partnership Group Member will provide written notice of its decision to the Xxxx Entity within 30 days after the later of the date on which the accounting firm and/or the third party submitting a proposal, as applicable, has submitted its determination. Failure to provide such notice within such 30-day period shall be deemed to constitute a decision not to purchase the Subject Assets. If the General Partner elects to cause a Partnership Group Member to purchase the Subject Assets, then the Partnership Group Member shall purchase the Subject Assets pursuant to the Construction Offer as modified by the determination of the accounting firm and/or the third party submitting a proposal as soon as commercially practicable after such determination and, if applicable, enter into an agreement with the Xxxx Entity to provide services in a manner consistent with the Construction Offer, as modified by the determination of the third party submitting a proposal, if applicable.

2.4 Scope of Prohibition. Except as provided in this Article II and the Partnership Agreement, each Xxxx Entity shall be free to engage in any business activity, including those that may be in direct competition with any Partnership Group Member.

2.5 Enforcement. Each Xxxx Party agrees and acknowledges that the Partnership Group does not have an adequate remedy at law for the breach by the Xxxx Entities of the covenants and agreements set forth in this Article II, and that any breach by any of the Xxxx Entities of the covenants and agreements set forth in this Article II would result in irreparable injury to the Partnership Group. Each Xxxx Party further agrees and acknowledges that any Partnership Group Member may, in addition to the other remedies which may be available to the Partnership Group, file a suit in equity to enjoin any of the Xxxx Entities from such breach, and consents to the issuance of injunctive relief under this Agreement.

2.6 Termination. This Article II shall terminate on the first to occur of the following: (i) the first day on which no Xxxx Control Person nor any combination of Xxxx Control Persons controls the Partnership, (ii) the death of Xxxxxx Xxxx and (iii) the fifth anniversary of the date of this Agreement.

ARTICLE III
Indemnification

3.1 Continental Gas and Xxxxxx Indemnification. Continental Resources, Xxxxxx and Continental Holdings shall jointly and severally indemnify, defend and hold harmless the Partnership Group from and against any losses, damages, liabilities, claims, demands, causes of action, judgments, settlements, fines, penalties, costs and expenses (including, without limitation, court costs and reasonable attorney’s and expert fees) of any and every kind or character, known or unknown, fixed or contingent, suffered or incurred by the Partnership Group by reason of or arising out of all federal, state and local income tax liabilities attributable to the operation of the Assets prior to the Closing Date, including any such income tax liabilities that may result from the consummation of the formation transactions contemplated by the Contribution Agreement.

3.2 Continental Resources Indemnification. Continental Resources shall indemnify, defend and hold harmless the Partnership Group from and against any losses, damages, liabilities, claims, demands, causes of action, judgments, settlements, fines, penalties, costs and expenses (including, without limitation, court costs and reasonable attorney’s and expert’s fees) of any and every kind or character, known or unknown, fixed or contingent, suffered or incurred by the Partnership Group by reason of or arising out of Continental Gas’ ownership, operation or distribution of the properties and assets (and related rights and obligations) distributed by Continental Gas to Continental Resources in 2004.

3.3 Indemnification Procedures.

(a) The Indemnified Party agrees that promptly after it becomes aware of facts giving rise to a claim for indemnification under this Article III, it will provide notice thereof in writing to the applicable Indemnifying Party, specifying the nature of and specific basis for such claim.

(b) The Indemnifying Party or Indemnifying Parties shall have the right to control at its sole cost and expense all aspects of the defense of (and any counterclaims with respect to) any claims brought against the Indemnified Party that are covered by the indemnification under this Article III, including, without limitation, the selection of counsel, determination of whether to appeal any decision of any court and the settling of any such matter or any issues relating thereto; provided, however, that no such settlement shall be entered into without the consent of the Indemnified Party (with the concurrence of the Conflicts Committee) unless it includes a full release of the Indemnified Party from such matter or issues, as the case may be.

(c) The Indemnified Party agrees to cooperate fully with each Indemnifying Party, with respect to all aspects of the defense of any claims covered by the indemnification under this Article III, including, without limitation, the prompt furnishing to each Indemnifying Party of any correspondence or other notice relating thereto that the Indemnified Party may receive, permitting the name of the Indemnified Party to be utilized in connection with such defense, the making available to each Indemnifying Party of any files, records or other information of the Indemnified Party

that any Indemnifying Party reasonably considers relevant to such defense and the making available to each Indemnifying Party of any employees of the Indemnified Party; provided, however, that in connection therewith each Indemnifying Party agrees to use reasonable efforts to minimize the impact thereof on the operations of the Indemnified Party and further agrees to maintain the confidentiality of all files, records, and other information furnished by the Indemnified Party pursuant to this Section 3.3 In no event shall the obligation of the Indemnified Party to cooperate with each Indemnifying Party as set forth in the immediately preceding sentence be construed as imposing upon the Indemnified Party an obligation to hire and pay for counsel in connection with the defense of any claims covered by the indemnification set forth in this Article III; provided, however, that the Indemnified Party may, at its own option, cost and expense, hire and pay for counsel in connection with any such defense. The Indemnifying Party agrees to keep any such counsel hired by the Indemnified Party informed as to the status of any such defense, but the Indemnifying Party shall have the right to retain sole control over such defense.

(d) In determining the amount of any loss, cost, damage or expense for which the Indemnified Party is entitled to indemnification under this Agreement, the gross amount of the indemnification will be reduced by (i) any insurance proceeds realized by the Indemnified Party, and such correlative insurance benefit shall be net of any incremental insurance premiums that become due and payable by the Indemnified Party as a result of such claim and (ii) all amounts recovered by the Indemnified Party under contractual indemnities from third Persons.

(e) The date on which notification of a claim for indemnification is received by the Indemnifying Party shall determine whether such claim is timely made.

(f) In no event shall any Indemnified Party be permitted to make any claim under Section 3.2 unless the Indemnified Party provides notice of such claim to the Indemnifying Party on or before the fifth anniversary of the date of this Agreement.

ARTICLE IV
General and Administrative Expenses

For a period of two years from the Closing Date, Continental Resources shall continue to provide the Partnership Group the general and administrative services that Continental Resources has provided to Continental Gas and Xxxxxx since January 1, 2004, including but not limited to the general and administrative services listed in Schedule II to this Agreement (the “Services”). Continental Resources shall exercise at least the same degree of care, skill and prudence in providing the services as customarily exercised by it for its own operations. In consideration for the providing of the Services, the Partnership will pay Continental Resources a fee equal to the lesser of (i) Continental Resources’ actual cost of providing the Services and (ii) $50,000, payable annually.

ARTICLE V
Purchase Option

5.1 Option to Purchase the Xxxxxx Gathering System by the Partnership Group.

(a) Xxxxxx hereby grants to the Partnership Group the unconditional right and exclusive option for a period of two years from the Closing Date to purchase for fair market value at the time of purchase (in accordance with Section 5.2) all of Xxxxxx’x right, title and interest in, to and under the Xxxxxx Gathering System.

(b) The Parties acknowledge that any potential transfer of the Xxxxxx Gathering System pursuant to this Article V is subject to obtaining any and all required written consents of governmental authorities.

(c) Xxxxxx hereby (i) represents and warrants that there are no rights of first refusal to purchase the Xxxxxx Gathering System; and (ii) covenants and agrees that, subject to Section 5.2(c), Xxxxxx will not transfer or grant any right or option to purchase the Xxxxxx Gathering System, other than to a Partnership Group Member, during a period of two years from the Closing Date.

5.2 Procedures.

(a) If a Partnership Group Member decides to exercise the option to purchase the Xxxxxx Gathering System, it will provide written notice to Xxxxxx stating its intention to exercise the option to purchase the Xxxxxx Gathering System. Within 30 days following receipt of such notice by Xxxxxx, Xxxxxx shall propose to the Partnership Group Member, in writing, a fair market value for the Xxxxxx Gathering System, taking into account the terms of sale contained herein. The decision to purchase the Xxxxxx Gathering System, the fair market value to be paid for the Xxxxxx Gathering System and the other terms of the purchase shall be approved by the Conflicts Committee. If the Partnership Group Member and Xxxxxx are unable to agree on the fair market value of the Xxxxxx Gathering System within 30 days after the Partnership Group Member’s receipt of Xxxxxx’x proposal, the Partnership Group Member and Xxxxxx will engage a mutually-agreed-upon investment banking firm to determine the fair market value of the Xxxxxx Gathering System. Such investment banking firm will determine the fair market value of the Xxxxxx Gathering System within 30 days of its engagement and furnish Xxxxxx and the General Partner its determination. The fees of the investment banking firm will be split equally between Xxxxxx and the Partnership Group. Once the investment banking firm submits its determination of the fair market value of the Xxxxxx Gathering System, the Partnership Group Member will have the right, but not the obligation, subject to the approval of the Conflicts Committee, to purchase the Xxxxxx Gathering System on the terms as modified by the determination of the investment banking firm. The Partnership Group Member will provide written notice of its decision to Xxxxxx within 30 days after the investment banking firm has submitted its determination. Failure to provide such notice within such 30-day period shall be deemed to constitute a decision not to purchase the Xxxxxx Gathering System.

(b) If a Partnership Group Member chooses to exercise its option to purchase the Xxxxxx Gathering System under Section 5.2(a), this Agreement shall become a contract of sale and purchase for the Xxxxxx Gathering System pursuant to which Xxxxxx shall be obligated to sell the Xxxxxx Gathering System to the Partnership Group Member and the Partnership Group Member shall be obligated to purchase the Xxxxxx Gathering System from Xxxxxx. The terms of the purchase and sale agreement, unless otherwise agreed to by the Partnership Group Member (with the consent of the Conflicts Committee) and Xxxxxx, will consist of the following:

(i) the Partnership Group Member will deliver a cash purchase price (unless the Partnership Group Member and Xxxxxx agree that the consideration will be paid by means of Units or an interest-bearing promissory note);

(ii) Xxxxxx will represent that it has good and indefeasible title to the Xxxxxx Gathering System, subject to all recorded and unrecorded matters and all physical conditions and other matters in existence on the closing date for the purchase of the Xxxxxx Gathering System, plus any other such matters as the Partnership Group Member may approve, which approval will not be unreasonably withheld. If the Partnership Group Member desires to obtain any title insurance with respect to the Xxxxxx Gathering System, the full cost and expense of obtaining the same (including but not limited to the cost of title examination, document duplication and policy premium) shall be borne by the Partnership Group Member;

(iii) Xxxxxx will xxxxx to the Partnership Group Member the right, exercisable at the Partnership Group Member’s risk and expense, to make such surveys, tests and inspections of the Xxxxxx Gathering System as the Partnership Group Member may deem desirable, so long as such surveys, tests or inspections do not damage the Xxxxxx Gathering System or interfere in any material respect with the activities of Xxxxxx thereon and so long as the Partnership Group Member has furnished Xxxxxx with evidence that adequate liability insurance is in full force and effect;

(iv) the Partnership Group Member will have the right to terminate its obligation to purchase the Xxxxxx Gathering System under this Section 5.2(b) if Xxxxxx is not able to make the representations contemplated by Section 5.2(b)(ii) as of the closing date or if the results of any searches, surveys, tests or inspections conducted pursuant to Section 5.2(b)(ii) or (iii) above are, in the reasonable opinion of the Partnership Group Member, unsatisfactory;

(v) the closing date for the purchase of the Xxxxxx Gathering System shall occur no later than 90 days following receipt by Xxxxxx of written notice by the Partnership Group Member of its intention to exercise its option to purchase the Xxxxxx Gathering System pursuant to Section 5.2(a);

(vi) Xxxxxx shall execute, have acknowledged and deliver to the Partnership Group Member a special warranty deed, assignment of easement, or comparable document, as appropriate, in the applicable jurisdiction, on the closing date for the purchase of the Xxxxxx Gathering System constituting a real property interest conveying the Xxxxxx Gathering System unto the Partnership Group Member free and clear of all encumbrances created by Xxxxxx other than those set forth in Section 5.2(b)(ii) above;

(vii) the sale of the Xxxxxx Gathering System shall be made on an “as is,” “where is” and “with all faults” basis, and the instruments conveying the Xxxxxx Gathering System shall contain appropriate disclaimers;

(viii) neither Xxxxxx nor the applicable Partnership Group Member shall have any obligation to sell or buy the Xxxxxx Gathering System if any of the material consents referred to in Section 5.1(b) have not been obtained; and

(ix) Xxxxxx and the Partnership Group shall cooperate in good faith and use commercially reasonable efforts to obtain all necessary governmental and other third Person approvals, waivers and consents required for the closing. Any such closing shall be delayed, to the extent required, until the third Business Day following the expiration of any required waiting periods under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended.

(c) If a Partnership Group Member chooses or is deemed to have chosen not to exercise its option to purchase the Xxxxxx Gathering System at the price determined by the investment banking firm under Section 5.2(a), all future rights to purchase the Xxxxxx Gathering System by the Partnership Group will be extinguished.

ARTICLE VI

Miscellaneous

6.1 Choice of Law; Submission to Jurisdiction. This Agreement shall be subject to and governed by the laws of the State of Oklahoma, excluding any conflicts-of-law rule or principle that might refer the construction or interpretation of this Agreement to the laws of another state. Each Party hereby submits to the jurisdiction of the state and federal courts in the State of Oklahoma and to venue in Enid, Oklahoma.

6.2 Notice. All notices or requests or consents provided for by, or permitted to be given pursuant to, this Agreement must be in writing and must be given by depositing same in the United States mail, addressed to the Person to be notified, postpaid, and registered or certified with return receipt requested or by delivering such notice in person or by telecopier or telegram to such Party. Notice given by personal delivery or mail shall be effective upon actual receipt. Notice given by telegram or telecopier shall be effective upon actual receipt if received during the recipient’s normal business hours or at the beginning of the recipient’s next business day after receipt if not received during the recipient’s normal business hours. All notices to be sent to a Party pursuant to this Agreement shall be sent to or made at the address set forth below

such Party’s signature to this Agreement or at such other address as such Party may stipulate to the other Parties in the manner provided in this Section 6.2.

if to Xxxxxx Xxxx or the Xxxx Entities (other than Continental Resources):

c/o Continental Resources, Inc.

000 Xxxxx Xxxxxxxxxxxx, Xxxxx 0000
Xxxx, Xxxxxxxx 00000

Attention: Mr. Xxxxxx Xxxx

if to Continental Resources:

Continental Resources, Inc.

000 Xxxxx Xxxxxxxxxxxx, Xxxxx 0000
Xxxx, Xxxxxxxx 00000

Attention: Mr. Xxxxxx Xxxx

if to the Partnership Entities:

Xxxxxx Partners, LP

000 Xxxx Xxxxx, Xxxxx 000

Xxxx, Xxxxxxxx 00000

Attention: Xx. Xxxxx Xxxxxx

6.3 Entire Agreement. This Agreement constitutes the entire agreement of the Parties relating to the matters contained herein, superseding all prior contracts or agreements, whether oral or written, relating to the matters contained herein.

6.4 Amendment or Modification. This Agreement may be amended or modified from time to time only by the written agreement of all the Parties hereto; provided, however, that the Partnership may not, without the prior approval of the Conflicts Committee, agree to any amendment or modification of this Agreement that, in the reasonable discretion of the General Partner, will adversely affect the holders of Common Units. Each such instrument shall be reduced to writing and shall be designated on its face an “Amendment” or an “Addendum” to this Agreement.

6.5 Assignment. No Party shall have the right to assign any of its rights or obligations under this Agreement without the consent of the other Parties hereto.

6.6 Counterparts. This Agreement may be executed in any number of counterparts with the same effect as if all signatory parties had signed the same document. All counterparts shall be construed together and shall constitute one and the same instrument.

6.7 Severability. If any provision of this Agreement shall be held invalid or unenforceable by a court or regulatory body of competent jurisdiction, the remainder of this Agreement shall remain in full force and effect.

6.8 Further Assurances. In connection with this Agreement and all transactions contemplated by this Agreement, each signatory party hereto agrees to execute and deliver such additional documents and instruments and to perform such additional acts as may be necessary or appropriate to effectuate, carry out and perform all of the terms, provisions and conditions of this Agreement and all such transactions.

6.9 Rights of Limited Partners. The provisions of this Agreement are enforceable solely by the Parties to this Agreement, and no Limited Partner of the Partnership shall have the right, separate and apart from the Partnership, to enforce any provision of this Agreement or to compel any Party to this Agreement to comply with the terms of this Agreement.

6.10 Successors. This Agreement shall bind and inure to the benefit of the Parties and to their respective successors and assigns.

IN WITNESS WHEREOF, the Parties have executed this Agreement on, and effective as of, the Closing Date.

	CONTINENTAL RESOURCES, INC.


	By:	/s/ XXXXXX XXXX
		Xxxxxx Xxxx
		Chief Executive Officer


	XXXXXX PARTNERS, LLC


	By:	/s/ XXXXX XXXXXX
		Xxxxx Xxxxxx
		Manager


	XXXXXX PARTNERS GP, LLC


	By:	/s/ XXXXX XXXXXX
		Xxxxx Xxxxxx
		Chief Executive Officer and President


	CONTINENTAL GAS HOLDINGS, INC.


	By:	/s/ XXXXXX XXXX
		Xxxxxx Xxxx


	XXXXXX PARTNERS, LP

	By:	Xxxxxx Partners GP, LLC


	By:	/s/ XXXXX XXXXXX
		Xxxxx Xxxxxx
		Chief Executive Officer and President


	/s/ XXXXXX XXXX
	XXXXXX XXXX

[Signature Page to the Omnibus Agreement]

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OMNIBUS AGREEMENT among CONTINENTAL RESOURCES, INC. HILAND PARTNERS, LLC HAROLD HAMM HILAND PARTNERS GP, LLC CONTINENTAL GAS HOLDINGS, INC. and HILAND PARTNERS, LP

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