EXECUTION COPY CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT

CONTRIBUTION, CONVEYANCE
AND ASSUMPTION AGREEMENT

THIS CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT, dated as of February 15, 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 individual residing in Enid, Oklahoma (“ Mr. Moeder ”) and KEN MAPLES , an individual residing in Enid, Oklahoma (“ Mr. Maples ”).  The parties to this agreement are collectively referred to herein as the “ Parties .”  Capitalized terms used herein shall have the meanings assigned to such terms in Section 1.1.

RECITALS

A.                                    Continental Inc. and GP have formed MLP pursuant to the Delaware Revised Uniform Limited Partnership Act (the “ Delaware Act ”), for the purpose of engaging in any business activity that is approved by GP and that lawfully may be conducted by a limited partnership organized pursuant to the Delaware Act.

B.                                      In order to accomplish the objectives and purposes in the preceding recital, the following actions have been taken prior to the date hereof:

 1.                                     Continental Inc., HJ Trust, DST Trust and Equity Financial have formed GP, to which Continental Inc. contributed $648.50 in exchange for 6,141 GP Class B Units, representing a 64.85% economic non-voting member interest in GP, DST Trust contributed $206.50 in exchange for 1,956 GP Class B Units, representing a 20.65% economic non-voting member interest in GP, HJ Trust contributed $137.60 in exchange for 1,303 GP Class B Units, representing a 13.76% economic non-voting member interest in GP and Equity Financial contributed $7.40 in exchange for 70 GP Class B Units, representing a 0.74% economic non-voting member interest in GP.

 2.                                     Continental Inc. and GP have formed MLP, to which Continental Inc. contributed $980 in exchange for a 98% limited partner interest in MLP (the “ Continental MLP Interest ”), and GP contributed $20 in exchange for a 2% general partner interest in MLP.

 3.                                     MLP has formed OLLC, to which MLP contributed $1,000 in exchange for all of the member interests in OLLC.

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 4.                                     Mr. Hamm, DST Trust and HJ Trust formed New Continental, to which Mr. Hamm contributed $907 in exchange for 9,070 shares of common stock, par value $1.00 per share, of New Continental (“ New Continental Common Stock ”), DST Trust contributed $55.80 in exchange for 558 shares of New Continental Common Stock and HJ Trust contributed $37.20 in exchange for 372 shares of New Continental Common Stock.  The shares of New Continental Common Stock that were so issued to Mr. Hamm, DST Trust and HJ Trust represent all of the outstanding shares of New Continental Common Stock and are referred to herein as the “ New Continental Shares .”

 5.                                     New Continental has formed Hiland GP LLC, to which it contributed $1,000 in exchange for all of the member interests in Hiland GP LLC.

 6.                                     New Continental has formed Hiland LP LLC, to which it contributed $1,000 in exchange for all of the member interests in Hiland LP LLC.

 7.                                     Hiland has formed New Hiland LLC, to which it contributed $1,000 in exchange for all of the member interests in New Hiland LLC.

 8.                                     Mr. Hamm has formed HH GP Holding, LLC, a Delaware limited liability company (“ Holding LLC ”), to which he has contributed $1,000 in exchange for all of the membership interest in Holding LLC.

 9.                                     Hiland LLC has conveyed all of its assets, other than its assets related to the Bakken Gathering System to New Hiland LLC as a capital contribution pursuant to, and in accordance with, that certain Assignment, Conveyance and Bill of Sale between Hiland LLC and New Hiland LLC (“ Hiland Conveyance and Bill of Sale ”) dated as of November 23, 2004 and that certain Bill of Sale between Hiland LLC and New Hiland LLC dated as of November 23, 2004 (collectively, the “ Specific Conveyances ”).

C.                                      Concurrently with the consummation of the transactions contemplated hereby, each of the following matters shall occur:

 1.                                     New Hiland LLC will distribute $0.6 million in cash and all of its accounts receivables to Hiland LLC.

 2.                                     Hiland LLC will distribute all of its member interests in New Hiland LLC to DST Trust, HJ Trust and Equity Financial as follows:  (i) DST Trust will receive a 58.8% member interest in New Hiland LLC, (ii) HJ Trust will receive a 39.2% member interest in New Hiland LLC and (iii) Equity Financial will receive a 2.0% member interest in New Hiland LLC.

 3.                                     Mr. Hamm, DST Trust and HJ Trust will convey all of their shares of common stock, no par value, of Continental Inc. (“ Continental Common Stock ”), representing all of the outstanding shares of Continental Common Stock (the “ Continental Shares ”) to New Continental as a capital contribution.

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 4.                                     New Continental will contribute 0.001 of a share of Continental Common Stock to Hiland GP LLC and will contribute 99.999 shares of Continental Common Stock to Hiland LP LLC, in each case as a capital contribution.

 5.                                     Continental Inc. will convert from a corporation to an Oklahoma limited partnership, under Section 1090.5 of the Oklahoma General Corporation Act (the “ OGCA ”), named “Continental Gas Operating, LP” (“ Continental LP ”) and will designate Hiland GP LLC as its general partner and Hiland LP LLC as its limited partner.

 6.                                     Continental LP will distribute (i) approximately $0.5 million of its cash and all of its accounts receivable to New Continental (.001% and 99.999% on behalf of Hiland GP LLC and Hiland LP LLC, respectively) and (ii) 6,141 Class B Units in GP to New Continental (on behalf of Hiland GP LLC (0.0614 Class B Units) and Hiland LP LLC (6,140.9386 Class B Units)).

 7.                                     Equity Financial, DST Trust and HJ Trust will convey 0.014%, 0.413% and 0.276% member interests in New Hiland LLC, respectively, to GP as a capital contribution and New Continental will convey a 1.297% member interest in Hiland LP LLC to GP as a capital contribution.  Such member interests in New Hiland LLC and Hiland LP LLC have an aggregate value equal to 2% of the equity value of the MLP after the closing of the transactions contemplated by this Agreement and shall be referred to herein as the “ Interests .”

 8.                                     GP will issue 330 GP Class B Units representing a 3.3% economic non-voting member interest in GP to Mr. Moeder, and 200 GP Class B Units representing a 2.0% economic non-voting member interest in GP to Mr. Maples.

 9.                                     Holding LLC will contribute $0.94 to GP in exchange for 940 GP Class A Units, Mr. Moeder will contribute $0.04 to GP in exchange for 40 GP Class A Units, and Mr. Maples will contribute $0.02 in exchange for 20 GP Class A Units.

 10.                               GP will contribute the Interests to MLP in exchange for (a) a continuation of its 2% general partner interest in MLP and (b) the issuance of the IDRs.

 11.                               The DST Trust will contribute all of its remaining member interests in New Hiland LLC to MLP in exchange for (a) 148,721 Common Units, representing a 2.14% interest in MLP, (b) 842,752 Sub Units representing a 12.15% interest in MLP and (c) the right to receive reimbursement of certain capitalized expenditures as contemplated herein.

 12.                               The HJ Trust will contribute all of its remaining member interests in New Hiland LLC to MLP in exchange for (a) 99,147 Common Units, representing a 1.43% interest in MLP, (b) 561,834 Sub Units, representing a 8.10% interest in MLP and (c) the right to receive reimbursement of certain capitalized expenditures as contemplated herein.

 13.                               Equity Financial will contribute all of its remaining member interests in New Hiland LLC to MLP in exchange for (a) 5,059 Common Units, representing a 0.07% interest in MLP, (b) 28,665 Sub Units, representing a 0.41% interest in MLP and (c) the right to receive reimbursement of certain capitalized expenditures as contemplated herein.

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 14.                               New Continental will contribute all of its remaining member interests in Hiland LP LLC and all of its member interests in Hiland GP LLC to MLP in exchange for (a) 467,073 Common Units, representing a 6.73% interest in MLP, (b) 2,646,749 Sub Units, representing a 38.14% interest in MLP and (c) the right to receive reimbursement of certain capitalized expenditures as contemplated herein.

 15.                               The MLP will redeem and cancel the Continental MLP Interest in exchange for $980 payable to Continental LP and the MLP shall distribute $20 to the GP.

 16.                               The public, through the Underwriters, will contribute approximately $51.75 million in cash, less the Underwriters’ spread of $3.6225 million in exchange for 2,300,000 Common Units.

 17.                               MLP will (a) pay transaction expenses associated with the transactions contemplated by this Agreement in the amount of approximately $1.8 million (exclusive of the Underwriter’s spread), (b) contribute approximately $14.0 million to Continental LP (on behalf of Hiland GP LLC (.001%) and Hiland LP LLC (99.999%)) for the retirement of indebtedness under its term loan (the “ Continental Debt ”), (c) contribute approximately $8.9 million to New Hiland LLC for the retirement of indebtedness under its term loan (the “ Hiland Debt ”) and (d) contribute cash to Continental LP and New Hiland LLC to replenish working capital

 18.                               Continental LP and New Hiland LLC will retire the Continental Debt and the Hiland Debt.

 19.                               MLP will convey all of its member interests in New Hiland LLC, Hiland GP LLC and Hiland LP LLC to the OLLC as a capital contribution.

 20.                               The MLP shall redeem from HJ Trust, DST Trust and New Continental 300,000 Common Units on a pro rata basis based on their relative respective ownership of Units immediately following the transactions contemplated by paragraph 16 above (“ Pro Rata Basis ”) to reimburse them for capital expenditures.

 21.                               The Agreement of Limited Partnership of MLP, the Limited Liability Company Agreement of OLLC and the Limited Liability Company Agreement of GP will be amended and restated to reflect the applicable matters set forth above and as contained in this Agreement.

 22.                               To the extent required by this Agreement, MLP will (a) distribute cash to DST Trust, HJ Trust and Equity Financial in reimbursement of certain capitalized expenditures and (b) distribute cash to New Continental in reimbursement of certain capitalized expenditures.

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NOW, THEREFORE, in consideration of their mutual undertakings and agreements hereunder, the Parties undertake and agree as follows:

ARTICLE 1
DEFINITIONS

Section 1.1                                       The following capitalized terms shall have the meanings given below.

(a)                                   “ Acquisition ” means consummation of the transactions contemplated by the terms of this Agreement.

(b)                                  “ Agreement ” means this Contribution, Conveyance and Assumption Agreement.

(c)                                   “ Bakken Gathering System ” means all right, title and interest of Hiland LLC in and to the properties, assets and rights relating to the natural gas and gathering system in eastern Montana described in Schedule I to the Omnibus Agreement.

(d)                                  “ Common Unit ” has the meaning assigned to such term in the Partnership Agreement.

(e)                                   “ Effective Time ” shall mean 8:00 a.m. New York, New York time on February 15, 2005.

(f)                                     “ GP ” has the meaning assigned to such term in the opening paragraph of this Agreement.

(g)                                  “ IDRs ” means “Incentive Distribution Rights” as such term is defined in the Partnership Agreement.

(h)                                  “ MLP ” has the meaning assigned to such term in the opening paragraph of this Agreement.

(i)                                      “ Offering ” means the initial public offering by the MLP of Common Units.

(j)                                      “ Omnibus Agreement ” means that certain Omnibus Agreement of even date herewith, among Continental Resources, Inc., Hiland LLC, Mr. Hamm, GP, New Continental and MLP.

(k)                                   “ Partnership Agreement ” means the First Amended and Restated Agreement of Limited Partnership of Hiland Partners, LP dated as of February 15, 2005.

(l)                                      “ Partnership Group ” has the meaning assigned to such term in the Omnibus Agreement.

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(m)                                “ Registration Statement ” means the registration statement on Form S-1 (Registration No. 333-119908) filed by the MLP relating to the Offering.

(n)                                  “ Sub Unit ” means “Subordinated Unit” as such term is defined in the Partnership Agreement.

(o)                                  “ Underwriters ” means A.G. Edwards & Sons, Inc., Raymond James & Associates, Inc., and RBC Capital Markets Corporation.

ARTICLE 2
CONTRIBUTIONS, ACKNOWLEDGMENTS AND DISTRIBUTIONS

Section 2.1                                       Distribution of Cash by New Hiland LLC to Hiland LLC .  New Hiland LLC hereby distributes, grants, bargains, conveys, assigns, transfers, sets over and delivers to Hiland LLC, its successors and assigns, for its and their use forever, $0.6 million of cash and all of its accounts receivables (“ Hiland Distributed Working Capital ”).

Section 2.2                                       Distribution of New Hiland LLC .  Hiland LLC hereby distributes, grants, bargains, conveys, assigns, transfers, sets over and delivers to DST Trust, HJ Trust and Equity Financial, their successors and assigns, for their use forever, all right, title and interest in and to all of Hiland LLC’s 100% member interest in New Hiland LLC as follows:  (a) DST Trust is hereby distributed a 58.8% member interest in New Hiland LLC, (b) HJ Trust is hereby distributed a 39.2% member interest in New Hiland LLC and (c) Equity Financial is hereby distributed a 2.0% member interest in New Hiland LLC.  Each of DST Trust, HJ Trust and Equity Financial hereby accepts such member interests in New Hiland LLC.

Section 2.3                                       Contribution of Continental Common Stock to New Continental .  Each of Mr. Hamm, DST Trust and HJ Trust hereby grants, contributes, bargains, conveys, assigns, transfers, sets over and delivers to New Continental, its successors and assigns, for its and their own use forever, all right, title and interest in and to 907, 56 and 37 shares, respectively, of Continental Common Stock, as a capital contribution, representing in the aggregate all of the outstanding shares of Continental Common Stock in exchange for (a) the continuation of Mr. Hamm’s, DST Trust’s and HJ Trust’s ownership of 9,070, 558 and 372 shares of New Continental Common Stock, respectively, and (b) other good and valuable considerations, the sufficiency of which is hereby acknowledged, and New Continental hereby accepts such Continental Shares as a contribution to the capital of New Continental.

Section 2.4                                       Contribution of Continental Common Stock to Hiland GP LLC .  New Continental hereby grants, contributes, bargains, conveys, assigns, transfers, sets over and delivers to Hiland GP LLC, its successors and assigns, for its and their own use forever, all right, title and interest in and to 0.001 of a share of Continental Common Stock, as a capital contribution, and Hiland GP LLC hereby accepts such Continental Shares as a contribution to the capital of Hiland GP LLC.

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Section 2.5                                       Contribution of Continental Common Stock to Hiland LP LLC .  New Continental hereby grants, contributes, bargains, conveys, assigns, transfers, sets over and delivers to Hiland LP LLC, its successors and assigns, for its and their own use forever, all right, title and interest in and to 99.999 shares of Continental Common Stock, as a capital contribution, and Hiland LP LLC hereby accepts such Continental Shares as a contribution to the capital of Hiland LP LLC.

Section 2.6                                       Conversion of Continental Inc. to Continental LP .  The Parties acknowledge that Continental Inc. has adopted a certificate of conversion in the form attached hereto as Exhibit A and pursuant thereto, has converted to Continental LP, an Oklahoma limited partnership, having (a) Hiland GP LLC as the general partner owning a .001% general partner interest and (b) Hiland LP LLC as the limited partner owning a 99.999% limited partner interest.

Section 2.7                                       Distribution of Working Capital Assets by Continental LP .  Continental LP hereby distributes, grants, bargains, conveys, assigns, transfers, sets over and delivers to New Continental, its successors and assigns, for its use forever, (a) $0.5 million of cash (0.001% and 99.999% on behalf of Hiland GP LLC ($5.00) and Hiland LP LLC ($499,995.00), respectively), and (b) all of its accounts receivable as of immediately prior to the Effective Time (on behalf of Hiland GP LLC (0.01%) and Hiland LP LLC (99.99%)) (collectively, the “ Continental Distributed Working Capital ”); provided that if the Continental Distributed Working Capital exceeds