0001104659-06-063947 Sample Contracts

NON-COMPETITION AGREEMENT among HILAND PARTNERS, LP HILAND HOLDINGS GP, LP and HILAND PARTNERS GP HOLDINGS, LLC
Non-Competition Agreement • September 29th, 2006 • Hiland Partners, 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 partnership (the “Partnership”), 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.”

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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 • September 29th, 2006 • Hiland Partners, LP • Crude petroleum & natural gas • Delaware

This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of HILAND PARTNERS GP, 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.

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