AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF HILAND PARTNERS GP HOLDINGS, LLC, A DELAWARE LIMITED LIABILITY COMPANY DATED AS OFLimited Liability Company Agreement • August 11th, 2006 • Hiland Holdings GP, LP • Crude petroleum & natural gas • Delaware
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."
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
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
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
