OMNIBUS AGREEMENT among CONTINENTAL RESOURCES, INC. HILAND PARTNERS, LLC

OMNIBUS AGREEMENT

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 .”

R E C I T A L S:

1.                                        The Parties desire by their execution of this Agreement to evidence their agreement, as more fully set forth in Article II, with respect to those business opportunities that the Hamm Entities (as defined herein) will not engage in during the term of this Agreement.

2.                                        The Parties desire by their execution of this Agreement to evidence their agreement, as more fully set forth in Article III, with respect to certain indemnification obligations of the Parties to each other.

3.                                        The Parties desire by their execution of this Agreement to evidence their agreement, as more fully set forth in Article IV, with respect to the amount to be paid by the Partnership for certain general and administrative services to be performed by Continental Resources for and on behalf of the Partnership Group (as defined herein).

4.                                        The Parties desire by their execution of this Agreement to evidence their agreement, as more fully set forth in Article V, with respect to the Partnership Group’s option to purchase the Bakken Gathering System (as defined herein).

In consideration of the premises and the covenants, conditions and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto hereby agree as follows:

ARTICLE I
Definitions

1.1                                Definitions.

As used in this Agreement, the following terms shall have the respective meanings set forth below:

“Affiliate” is defined in the Partnership Agreement.

“Assets” means all assets conveyed, contributed, or otherwise transferred to the Partnership Group pursuant to the Contribution Agreement prior to or on the Closing

Date and any assets acquired by the Partnership Group pursuant to the exercise of the purchase option granted under Article V.

“Bakken Gathering System” means the natural gas gathering system owned by Hiland, located in Richmond County, Montana and described further on Schedule I.

“Closing Date” means the date of the closing of the Partnership’s initial public offering of Common Units.

“Common Units” is defined in the Partnership Agreement.

“Conflicts Committee” is defined in the Partnership Agreement.

“ Construction Cost ” means all costs associated with developing, designing, building and financing Subject Assets, including, without limitation, any costs to acquire related real property or necessary rights of way and any internal costs incurred to compensate employees for time spent on developing, designing, building and financing Subject Assets.

“Continental Gas” means Continental Gas, Inc., an Oklahoma corporation.

“Contribution Agreement” means that certain Contribution, Conveyance and Assumption Agreement, dated as of the Closing Date, among Continental Gas, Hiland, the Hamm Parties, the Harold Hamm HJ Trust, the Harold Hamm DST Trust, the General Partner, the Partnership and certain other parties, together with the additional conveyance documents and instruments contemplated or referenced thereunder.

 “control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of Voting Securities, by contract, or otherwise.

“General Partner” is defined in the introduction to this Agreement.

“ Hamm Control Person means (i) any of the Harold Hamm HJ Trust, the Harold Hamm DST Trust, Harold Hamm, any of his children, his spouse or any of his children’s spouses (but excluding former spouses and spouses of any of his deceased children) and (ii) any Person controlled, directly or indirectly, by any Person specified in the preceding clause (i), other than a Partnership Entity.

“Hamm Entities” means each Hamm Party and any Person controlled, directly or indirectly, by any Hamm Party or combination of Hamm Parties other than the Partnership Entities; and “Hamm Entity” means any of the Hamm Entities.

“Hamm Parties” means Harold Hamm and each of Continental Resources and Hiland for so long as such entity is controlled, directly or indirectly, by a Hamm Control Person or any combination of Hamm Control Persons.

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“Indemnified Party” means each Partnership Group Member in its capacity as a party entitled to indemnification in accordance with Article III.

“Indemnifying Party” means each of Continental Resources, Hiland and Continental Holdings, as the case may be, in their capacity as the parties from whom indemnification may be required in accordance with Article III.

 “Limited Partner” is defined in the Partnership Agreement.

“Offer” is defined in Section 2.3(b).

“Partnership Agreement” means the First Amended and Restated Agreement of Limited Partnership of Hiland Partners, LP, dated as of the Closing Date, as such agreement is in effect on the Closing Date, to which reference is hereby made for all purposes of this Agreement.  No amendment or modification to the Partnership Agreement subsequent to the Closing Date shall be given effect for the purposes of this Agreement unless consented to by each of the Parties to this Agreement.

“Partnership Entities” means the General Partner and each member of the Partnership Group.

“Partnership Entity” means any of the Partnership Entities.

“Partnership Group”   means the Partnership and its subsidiaries.

“Partnership Group Member” means any member of the Partnership Group.

“Party” and “Parties” are defined in the introduction to this Agreement.

“Person” means an individual or a corporation, limited liability company, partnership, joint venture, trust, business trust, employee benefit plan, unincorporated organization, association, government agency or political subdivision thereof or other entity.

“Restricted Businesses” is defined in Section 2.1.

“Subject Assets” is defined in Section 2.2(f).

“Subsidiary ” means, with respect to any Person, (a) a corporation of which more than 50% of the voting power of shares entitled (without regard to the occurrence of any contingency) to vote in the election of directors or other governing body of such corporation is owned, directly or indirectly, at the date of determination, by such Person, by one or more Subsidiaries of such Person or a combination thereof, (b) a partnership (whether general or limited) in which such Person or a Subsidiary of such Person is, at the date of determination, a general or limited partner of such partnership, but only if more than 50% of the partnership interests of such partnership (considering all of the partnership interests of the partnership as a single class) is owned, directly or indirectly, at the date of determination, by such Person, by one or more Subsidiaries of such Person,

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or a combination thereof, or (c) any other Person (other than a corporation or a partnership) in which such Person, one or more Subsidiaries of such Person, or a combination thereof, directly or indirectly, at the date of determination, has (i) at least a majority ownership interest or (ii) the power to elect or direct the election of a majority of the directors or other governing body of such Person.

 “Transfer” including the correlative terms “Transferring” or “Transferred” means any direct or indirect transfer, assignment, sale, gift, pledge, hypothecation or other encumbrance, or any other disposition (whether voluntary, involuntary or by operation of law) of the Assets.

“Units” is defined in the Partnership Agreement.

“Voting Securities” means securities of any class of a Person entitling the holders thereof to vote on a regular basis in the election of members of the board of directors or other governing body of such Person.

ARTICLE II
Business Opportunities

2.1                                Restricted Businesses .  Subject to Section 2.6, and except as permitted by Section 2.2, each Hamm Party shall be prohibited from engaging in, and the Hamm Parties shall cause each Hamm Entity not to engage in, whether by acquisition, construction, investment in debt or equity interests of any Person or otherwise, any of the following businesses (the “ Restricted Businesses ”):  the gathering, treating, processing and transportation of natural gas in North America, the transportation and fractionation of natural gas liquids (“ NGLs ”) in North America, and constructing, buying or selling any assets related to the foregoing businesses.

2.2                                Permitted Exceptions .  Notwithstanding any provision of Section 2.1 to the contrary, the Hamm Entities may engage in the following activities under the following circumstances:

(a)                                   the ownership and/or operation of the Bakken Gathering System (including replacements of and modifications or additions to the Bakken Gathering System);

(b)                                  any business that is primarily related to the exploration for and production of oil or natural gas and the sale and marketing of oil and natural gas derived from such exploration and production activities;

(c)                                   any Restricted Business that was engaged in by a Hamm Entity on the date of this Agreement; provided, however, that any future acquisitions or opportunities related to such Restricted Business shall be subject to the procedures set forth in Section 2.3;

(d)                                  the purchase and ownership of not more than five percent of any class of securities of any entity engaged in the Restricted Business (but without otherwise participating in the activities of such entity);

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(e)                                   any Restricted Business conducted by a Hamm Entity with the approval of the Conflicts Committee;

(f)                                     the ownership and/or operation of any asset or group of related assets used in the activities described in Section 2.1 that are acquired or constructed by a Hamm Entity after the Closing Date (the “ Subject Assets ”) if, in the case of an acquisition, the fair market value of the Subject Assets (as determined in good faith by the board of directors or other comparable governing body of such Hamm Entity), or, in the case of construction, the estimated Construction Cost of the Subject Assets (as determined in good faith by the board of directors or other comparable governing body of such Hamm Entity), is less than $5 million at the time of such acquisition or completion of construction, as the case may be;

(g)                                  the ownership and/or operation of any Subject Assets acquired by a Hamm Entity after the Closing Date with a fair market value (as determined in good faith by the board of directors or other comparable governing body of such Hamm Entity) equal to or greater than $5 million at the time of the acquisition; provided, the Partnership has been offered the opportunity to purchase the Subject Assets in accordance with Section 2.3 and the Partnership (with the concurrence of the Conflicts Committee) has elected not to purchase the Subject Assets; and

(h)                                  the ownership and/or operation of any Subject Assets constructed by a Hamm Entity after the Closing Date with a Construction Cost (as determined in good faith by the board of directors or other comparable governing body of such Hamm Entity) equal to or greater than $5 million at the time of completion of construction that the Partnership has been offered the opportunity to purchase in accordance with Section 2.3 and the Partnership (with the concurrence of the Conflicts Committee) has elected not to purchase.

2.3                                Procedures .

(a)                                   If a Hamm Entity becomes aware of an opportunity to acquire Subject Assets with a fair market value (as determined in good faith by the board of directors or other comparable governing body of such Hamm Entity) equal to or greater than $5 million that it is interested in pursuing, then, subject to Section 2.3(b), as soon as practicable thereafter, such Hamm Entity shall notify the General Partner, in writing, of such opportunity and deliver to the General Partner all information prepared by or on behalf of such Hamm Entity relating to such opportunity.  As soon as practicable, but in any event within 30 days after receipt of such written notification and information, the General Partner, on behalf of the Partnership, shall notify the Hamm Entity, in writing,  that either (i) the General Partner, on behalf of the Partnership, has elected (with the concurrence of the Conflicts Committee) not to cause a Partnership Group Member to pursue the opportunity to purchase the Subject Assets, or (ii) the General Partner, on behalf of the Partnership, has elected (with the concurrence of the Conflicts Committee) to cause a Partnership Group Member to pursue the opportunity to purchase the Subject Assets.  If, at any time, the General Partner abandons such opportunity with the approval of the Conflicts Committee (as evidenced in writing by the General Partner following the

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request of the Hamm Entity), the Hamm Entity may pursue such opportunity.  Any Subject Assets that are permitted to be acquired by a Hamm Entity must be so acquired (i) within 12 months of the later to occur of (A) the date that the Hamm Entity becomes able to pursue such acquisition in accordance with the provisions of this Section 2.3(a), and (B) the date upon which all required governmental approvals to consummate such acquisition have been obtained, and (ii) on terms not more favorable in any material respect to the Hamm Entity than were offered to the Partnership.  If either of these conditions are not satisfied, the opportunity must be reoffered to the Partnership in accordance with this Section 2.3(a).

(b)                                  Notwithstanding Section 2.3(a), in the event that a Hamm Entity becomes aware of an opportunity to make an acquisition that includes both Subject Assets and assets that are not Subject Assets and the Subject Assets have a fair market value (as determined in good faith by the board of directors or other comparable governing body of such Hamm Entity) equal to or greater than $5 million but comprise less than half of the fair market value (as determined in good faith by the board of directors or other comparable governing body of such Hamm Entity) of the total assets being considered for acquisition, then the Hamm Entity may make such acquisition without first offering the opportunity to the Partnership as long as it complies with the following procedures:

(i)                                      Within 90 days after the consummation of such an acquisition, the Hamm Entity shall notify the General Partner in writing of such acquisition and offer the Partnership Group the opportunity to purchase such Subject Assets in accordance with this Section 2.3(b) (the “ Offer ”).  The Offer shall set forth the terms relating to the purchase of the Subject Assets and, if any Hamm Entity desires to utilize the Subject Assets, the Offer will also include the commercially reasonable terms on which the Partnership Group will provide services to the Hamm Entity to enable the Hamm Entity to utilize the Subject Assets.  As soon as practicable, but in any event within 30 days after receipt of such written notification, the General Partner shall notify the Hamm Entity in writing that either (x) the General Partner, on behalf of the Partnership, has elected (with the concurrence of the Conflicts Committee) not to cause a Partnership Group Member to purchase the Subject Assets, in which event the Hamm Entity shall be forever free to continue to own or operate such Subject Assets, or (y) the General Partner, on behalf of the Partnership, has elected (with the concurrence of the Conflicts Committee) to cause a Partnership Group Member to purchase the Subject Assets, in which event the following procedures shall apply.

(ii)                                   If the Hamm Entity and the General Partner (with the concurrence of the Conflicts Committee) within 60 days after receipt by the General Partner of the Offer are able to agree on the fair market value of the Subject Assets that are subject to the Offer and the other terms of the Offer including, without limitation, the terms, if any, on which the Partnership Group will provide services to the Hamm Entity to enable it to utilize the Subject Assets, a Partnership Group Member shall purchase the Subject Assets for the agreed

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upon fair market value as soon as commercially practicable after such agreement has been reached and, if applicable, enter into an agreement with the Hamm Entity to provide services in a manner consistent with the Offer.

(iii)                                If the Hamm Entity and the General Partner (with the concurrence of the Conflicts Committee) are unable to agree within 60 days after receipt by the General Partner of the Offer on the fair market value of the Subject Assets that are subject to the Offer or the other terms of the Offer including, if applicable, the terms on which the Partnership Group will provide services to the Hamm Entity to enable it to utilize the Subject Assets, the Hamm Entity and the General Partner will engage a mutually agreed upon investment banking firm to determine the fair market value of the Subject Assets and/or the other terms on which the General Partner and the Hamm Entity are unable to agree.  Such investment banking firm will determine the fair market value of the Subject Assets and/or the other terms on which the General Partner and the Hamm Entity are unable to agree within