0001047469-05-001985 Sample Contracts

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 Agent
Credit 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.

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AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF HILAND PARTNERS GP, LLC, A DELAWARE LIMITED LIABILITY COMPANY DATED AS OF
Limited Liability Company Agreement • February 1st, 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 [ ], 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...
Amendatory Agreement • 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").

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").

HILAND PARTNERS, LP 2,000,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENT
Hiland Partners, LP • February 1st, 2005 • Crude petroleum & natural gas • Missouri
OMNIBUS AGREEMENT
Omnibus Agreement • February 1st, 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."

GAS PURCHASE CONTRACT
Amendatory Agreement • 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").

CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT
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";

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