0001047469-06-007673 Sample Contracts

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

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AGREEMENT OF LIMITED PARTNERSHIP OF HILAND HOLDINGS GP, LP
Hiland Holdings GP, LP • May 26th, 2006 • 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.

CREDIT AGREEMENT Dated as of May 1, 2006 between HILAND PARTNERS GP, LLC And MIDFIRST BANK
Credit 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").

LIMITED LIABILITY COMPANY AGREEMENT OF HILAND PARTNERS GP HOLDINGS, LLC A DELAWARE LIMITED LIABILITY COMPANY
Limited Liability Company Agreement • May 26th, 2006 • Hiland Holdings GP, LP • Delaware

This LIMITED LIABILITY COMPANY AGREEMENT OF HILAND PARTNERS GP HOLDINGS, LLC (the "Agreement"), dated as of May 10, 2006, is adopted, executed and agreed to by the Sole Member (as defined below).

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