exv10w3






Exhibit 10.3




PLEDGE AND SECURITY AGREEMENT 




     This Pledge and Security Agreement (the “Pledge Agreement”) dated November 23, 2009, is
between HILAND HOLDINGS GP, LP, a Delaware limited partnership (referred to herein as either
“Hiland Holdings” “Borrower” or “Pledgor”) and COPPERMARK BANK, an Oklahoma state banking
association (the “Secured Party”).



     WHEREAS, Pledgor and the Secured Party are entering into a Loan Agreement dated November 23,
2009 (together with all amendments, restatements, supplements and modifications in effect from time
to time, referred to as the “Loan Agreement”) in which the Secured Party has agreed to loan Pledgor
the sum of Five Million and No/100 Dollars ($5,000,000.00) as evidenced by that certain Promissory
Note of even date herewith and Pledgor has agreed to pledge and grant a security interest in
2,321,471 common units of Hiland Partners, LP, a Delaware limited partnership (the “Limited
Partnership”), represented by Certificate Nos. 84 and 252, CUSIP No. 431,291,103, and 3,060,000
subordinated units of the Limited Partnership represented by Certificate No. 7 (all of the common
units and the subordinated units are referred to herein as the “Units”). All capitalized terms not
defined herein shall have the meanings given to them in the Loan Agreement.



     WHEREAS, Pledgor has obtained, and will obtain, either directly or indirectly, benefits from
the Loan and, accordingly, desires to execute this Pledge Agreement and other instruments as
requested by the Secured Party (the “Security Instruments”) in order to induce the Secured Party to
make the Loan.



     WHEREAS, it is a condition precedent to an Advance under the Loan that Pledgor shall have
executed and delivered to the Secured Party this Pledge Agreement.



     NOW, THEREFORE, in consideration of the foregoing and other benefits accruing to the Pledgor,
the receipt and sufficiency of which are hereby acknowledged, the Pledgor does hereby covenant and
agree as follows:



     1. Security for Secured Indebtedness. This Pledge Agreement is made by the Pledgor
for the benefit of the Secured Party and Pledgor agrees to fully and promptly pay when due, whether
at Maturity or earlier by reason of acceleration or otherwise, the debts, liabilities and
obligations described as follows and to secure:



     A. The full and prompt payment when due (whether at stated maturity, by acceleration or
otherwise) of all obligations, liabilities and indebtedness of the Pledgor arising out of, or in
connection with, the Loan Agreement, the Note, and the Loan Documents;



     B. Any and all sums advanced by the Secured Party in order to preserve the Pledged Collateral
and/or preserve its security interest therein; and



     C. After an Event of Default shall have occurred and be continuing, in the event of any action
or proceeding for the collection of the Secured Indebtedness, as defined below, or the enforcement
of this Pledge Agreement, the reasonable expenses of retaking, holding, preparing for sale, selling
or otherwise disposing of or realizing on the Pledged Collateral, or of any exercise by the Secured
Party of its rights hereunder, together with reasonable attorneys fees and court costs;



     All of such obligations, liabilities, indebtedness, sums and expenses referred to in sub-headings A
through C of this Section 1 and all renewals, modifications and extensions thereof and all
substitutions therefore are hereinafter sometimes referred to as the “Secured Indebtedness”.
Pledgor shall also deliver simultaneously herewith, stock powers with signatures guaranteed
executed in blank.



     2. Pledge and Grant of Security Interest. To secure the prompt and complete payment
and performance of the Secured Indebtedness, Pledgor hereby pledges, assigns and grants to the
Secured Party a security interest in all of its right, title interest and benefits, now owned or
hereafter acquired, in:



 









 





     A. The Units;



     B. With respect to the Units, all (i) cash dividends declared or interest; (ii) dividends
payable in the form of units or securities, (iii) dividends or distributions payable upon
dissolution, partial or total liquidation, or in connection with a reduction of capital, capital
surplus or paid-in surplus, and (iv) distributions, or all other additional units or other
securities issued, with respect to or in lieu of the Units included in the Pledged Collateral
(whether through unit split, spin-off, reclassification, warrant, options, merger, consolidation,
sale of assets, combination of shares, or otherwise), all of which Secured Party shall be entitled
to receive and retain as part of the Pledged Collateral;



     C. All proceeds (cash and non-cash) arising out of the sale, exchange, collection, enforcement
or other disposition of all or any portion of the Units, including, without limitation, proceeds in
the form of accounts, chattel paper, instruments, documents, consumer goods, inventory and
equipment.



     D. All accessions to, substitutions for and replacements, proceeds, including unit rights,
additions, replacements, and accessions thereto and substitutions therefore; and



     E. All proceeds of any of the foregoing.



All of the foregoing being referred to as the “Pledged Collateral”.



     3. Representations and Warranties: Pledgor hereby represents, warrants and covenants
as follows:



     A. Pledgor is the direct, sole beneficial owner and sole holder of record of the Pledged
Collateral, free and clear of any security interests, mortgages, pledges, liens, and encumbrances,
other than those created by this Pledge Agreement and Pledgor will not permit any security
interests, mortgages, pledges, liens, or encumbrances to attach to the Pledged Collateral.



     B. The Pledged Collateral has been duly authorized, validly issued, is fully paid and non
assessable.



     C. With respect to any certificates delivered to the Secured Party, either such certificates
are securities as defined in Article 8 of the Uniform Commercial Code (“UCC”) or, if such
certificates are not Securities, Pledgor has so informed the Secured Party so that the Secured
Party may take steps to perfect its security interest therein as a General Intangible.



     D. All Pledged Collateral is the legal, valid and binding obligation of such issuer and such
issuer is not in default thereunder.



     E. None of the Pledged Collateral has been issued or transferred in violation of the
securities registration, securities disclosure or similar laws of any jurisdiction to which such
issuance or transfer may be subject.



     F. There are existing no options, warrants, calls or commitments of any character whatsoever
relating to the Pledged Collateral or which obligate the issuer of any Units included in the
Pledged Collateral to issue additional Units.



     G. No consent, approval, authorization, or other action by, and no giving of notice, filing
with, any governmental authority or any other Person is required for the pledge of the Pledged
Collateral pursuant to this Pledge Agreement or for the execution, delivery and performance of this
Pledge Agreement by, or for the exercise of the voting or other rights provided for in this Pledge
Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Pledge
Agreement and the Loan Agreement, except as may be required in connection with such disposition by
laws affecting the offering and sale of securities generally.



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     4. Covenants as to Security Interest. Pledgor further covenants and agrees as
follows:



     A. Not to encumber, rent, sell, create a security interest in, or otherwise sell, transfer,
attempt to transfer, or dispose of any interest in the Pledged Collateral without the prior written
consent of the Secured Party.



     B. Nonpayment of the Secured Indebtedness or noncompliance with or nonperformance of any other
obligation of Pledgor under this Pledge Agreement or any Loan Document or any material
misrepresentation or misstatement in connection herewith or with any Loan Document shall constitute
a default under this Pledge Agreement.



     5. Further Assurances. Pledgor further agrees that:



     A. From time to time, at its expense, Pledgor will promptly cause to be executed and delivered
to the Secured Party, in the future, additional Security Instruments, if Secured Party reasonably
deems such are necessary, to insure perfection or maintenance of the Secured Party’s security
interests and Liens in the Pledged Collateral or any part thereof and in Pledged Collateral as it
is acquired in the future.



     B. The Secured Party is authorized to file any financing statements, continuation statements,
lien entry forms or other similar documents which Secured Party deems necessary in order to
protect, preserve, continue, perfect, extend or maintain a valid security interest in the Pledged
Collateral to secure payment of the Secured Indebtedness. The Pledgor will take any and all
actions necessary to defend title to the Pledged Collateral against all persons and to defend the
security interest of the Secured Party in the Pledged Collateral and the priority thereof against
any Lien not expressly permitted hereunder.



     C. To use its best efforts to cause the issuer, transfer agent or registrar of the Pledged
Collateral to take all such actions and execute all such documents as maybe necessary or
appropriate, upon the request of the Secured Party, including, but not limited to: (i) to remove
any restrictive legends place on the Pledged Collateral that are not required legally to appear on
the Pledged Collateral held by the Secured Party; (ii) after an Event of Default, to effect any
sale or sales of the Pledged Collateral in accordance with any applicable rules under the
Securities act of 1933; and (iii) after an Event of Default, to effect any sales or other
disposition of the Pledged Collateral in any lawful public or private sale or other disposition.



     6. Exercise of Rights in Pledged Collateral. Without in any way limiting the
foregoing and subject to clause (C) below:



     A. Pledgor shall have the right to exercise all voting rights or other rights relating to the
Pledged Collateral for all purposes not inconsistent with this Pledge Agreement, the Loan Agreement
or any other Loan Document; provided however, that no vote or other right shall be exercised or
action taken which would have the effect of impairing the rights of Secured Party in respect of the
Pledged Collateral.



     B. Pledgor will permit Secured Party or its nominee at any time after the occurrence of an
Default, without notice, to exercise all voting rights or other rights relating to Pledged
Collateral, including, without limitation, exchange, subscription or any other rights, privileges,
or options pertaining to any Pledged Collateral as if it were the absolute owner thereof.



     C. Pledgor shall be entitled to collect and receive for its own use all cash dividends and
interest paid in respect of the Pledged Collateral to the extent not in violation of the Loan
Agreement other than any of the following distributions and payments (collectively referred
to as the “Excluded Payments”): (i) dividends and interest paid or payable other than in
cash in respect of any Pledged Collateral, and instruments and other property received, receivable
or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (ii) dividends
and other distributions paid or payable in cash in respect of any



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Pledged Collateral during the continuance of a Default or at any time in connection with a
partial or total liquidation or dissolution or in connection with a reduction of capital, capital
surplus or paid-in capital of an issuer; and (iii) cash paid, payable or otherwise distributed, in
respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral; provided
however, that until actually paid, all rights to such distributions shall remain subject to the
Lien created by this Pledge Agreement.



     D. All Excluded Payments and all other distributions in respect of any of the Pledged
Collateral, whenever paid or made, shall be delivered to Secured Party and shall, if received by
Pledgor, be received in trust for the benefit of Secured Party, be segregated from the other
property or funds of Pledgor, and be forthwith delivered to the Secured Party as Pledged Collateral
in the same form as so received (with any necessary endorsement).



     7. Secured Party Appointed Attorney-in-Fact. Pledgor hereby irrevocably appoints the
Secured Party as Pledgor’s attorney-in-fact, with full authority in the place and stead of Pledgor
and in the name of Pledgor or otherwise, from and after the occurrence of an uncured Event of
Default, to endorse and collect any cash proceeds of the Pledged Collateral, to take any action and
to execute any instrument which the Secured Party may deem necessary or advisable to accomplish the
purpose of this Pledge Agreement including to obtain and adjust insurance required to be paid to
the Secured Party pursuant to this Section 6; to ask, demand, collect, sue for, recover,
compromise, receive Pledged Collateral; to take any action or institute any proceedings which the
Secured Party may deem necessary or desirable for the collection of any of the Pledged Collateral
or otherwise enforce compliance with the terms and conditions of any rights of the Secured Party
respect to any of the Pledged Collateral; and if the Pledgor fails to perform any agreement
contained herein, the Secured Party may itself perform, or cause performance of, such agreement,
and the expenses of the Secured Party incurred in connection therewith shall be payable by Pledgor.



     8. Proxy. PLEDGOR HEREBY IRREVOCABLY CONSTITUTES AND APPOINTS THE SECURED PARTY AS
THE PROXY AND ATTORNEY IN FACT (AS SET FORTH IN SECTION 7 ABOVE) OF PLEDGOR WITH RESPECT TO
THE PLEDGED COLLATERAL, INCLUDING THE RIGHT TO VOTE SUCH PLEDGED COLLATERAL, WITH FULL POWER OF
SUBSTITUTION TO DO SO. IN ADDITION TO THE RIGHT TO VOTE ANY SUCH PLEDGED COLLATERAL, THE
APPOINTMENT OF THE SECURED PARTY AS PROXY AND ATTORNEY-IN-FACT SHALL INCLUDE THE RIGHT TO EXERCISE
ALL OTHER RIGHTS, POWERS, PRIVILEGES AND REMEDIES TO WHICH A HOLDER OF SUCH PLEDGED COLLATERAL
WOULD BE ENTITLED (INCLUDING GIVING OR WITHHOLDING WRITTEN CONSENTS OF SHAREHOLDERS, CALLING
SPECIAL MEETINGS OF SHAREHOLDERS AND VOTING AT SUCH MEETINGS). SUCH PROXY SHALL BE EFFECTIVE,
AUTOMATICALLY AND WITHOUT THE NECESSITY OF ANY ACTION (INCLUDING ANY TRANSFER OF ANY SUCH PLEDGED
COLLATERAL ON THE RECORD BOOKS OF THE ISSUER THEREOF) BY ANY PERSON (INCLUDING THE ISSUER OF SUCH
PLEDGED COLLATERAL OR ANY OFFICER OR AGENT THEREOF), UPON THE OCCURRENCE OF A UNMATURED DEFAULT.



     9. Nature of Appointment; Limitation of Duty. THE APPOINTMENT OF THE SECURED PARTY AS
PROXY AND ATTORNEY-IN-FACT IN THIS SECTION 9 IS COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLE
UNTIL THE DATE ON WHICH THIS PLEDGE AGREEMENT IS TERMINATED. NOTWITHSTANDING ANYTHING CONTAINED
HEREIN, NEITHER THE SECURED PARTY NOR ANY OF ITS RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS,
EMPLOYEES, AGENTS OR REPRESENTATIVES SHALL HAVE ANY DUTY TO EXERCISE ANY RIGHT OR POWER GRANTED
HEREUNDER OR OTHERWISE OR TO PRESERVE THE SAME AND SHALL NOT BE LIABLE FOR ANY FAILURE TO DO SO OR
FOR ANY DELAY IN DOING SO, EXCEPT IN RESPECT OF DAMAGES ATTRIBUTABLE SOLELY TO ITS OWN GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT AS FINALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION;
PROVIDED THAT, IN NO EVENT SHALL THE SECURED PARTY BE LIABLE FOR ANY PUNITIVE, EXEMPLARY, INDIRECT
OR CONSEQUENTIAL DAMAGES.



     10. The Secured Party’s Duties. The powers conferred on the Secured Party hereunder
are solely to protect its interest in the Pledged Collateral and shall not impose any duty upon it
to exercise



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any such powers. Except for the safe custody of any Pledged Collateral in its possession and
the accounting for moneys actually received by it hereunder, the Secured Party shall have no duty
as to any Pledged Collateral, or as to the taking of any necessary steps to preserve rights against
prior parties or any other rights pertaining to any Pledged Collateral. The Secured Party shall be
deemed to have exercised reasonable care in the custody and preservation of any Pledged Collateral
in it possession if such Pledged Collateral is accorded treatment substantially equal to that which
the Secured Party accord its own property.



     11. Remedies in Case of an Event of Default. If any “Event of Default” (as defined in
the Loan Agreement) shall have occurred and be continuing:



     A. Upon the occurrence of an Event of Default, the Secured Party may exercise in respect of
the Pledged Collateral, in addition to other rights and remedies of a secured party on default
under the Uniform Commercial Code in effect at that time (the “UCC”) (whether or not the UCC
applies to the affected Pledged Collateral) those rights and remedies provided in this Pledge
Agreement, the Loan Agreement or any other Loan Document (including, without limitation, any law
governing the exercise of a bank’s right of setoff or bankers’ lien); provided that, this Section
shall not be understood to limit any rights or remedies available to Secured Party prior an Event
of Default and also (i) is authorized, prior or subsequent to the institution of any foreclosure
proceedings, to take possession of the Pledged Collateral and all books and records relating
thereto, and to exercise without interference from the Pledgor any and all rights which the Pledgor
has with respect to the management, possession, operation, protection or preservation of the
Pledged Collateral. All costs, expenses and liabilities of every character incurred by the Pledgor
in managing, operating, maintaining, protecting or preserving the Pledged Collateral shall
constitute a demand obligation owing by the Pledgor hereunder, all of which shall constitute a
portion of the Secured Indebtedness and shall be secured by this Pledge Agreement and by any other
instrument securing the Secured Indebtedness. If necessary to obtain the possession provided for
above, the Secured Party may invoke any and all remedies to dispossess Pledgor. In connection with
any action taken by the Secured Party pursuant to this Section, the Secured Party shall not be
liable for any loss sustained by Pledgor resulting from any act or omission of the Secured Party in
managing the Pledged Collateral unless such loss is caused by the willful misconduct and bad faith
of the Secured Party, nor shall the Secured Party be obligated to perform or discharge any
obligation, duty or liability of Pledgor arising under any agreement forming a part of the Pledged
Collateral or otherwise arising. Pledgor shall, and does hereby agree, to indemnify the Secured
Party for, and to hold the Secured Party harmless from, any and all liability, loss or damage which
may or might be incurred by the Secured Party by reason of this Pledge Agreement, or the exercise
of rights or remedies hereunder; should the Secured Party incur any such liability, the amount
thereof, including costs, expenses and reasonable attorney fees, shall be a demand obligation owing
by Pledgor to the Secured Party and shall be a part of the Secured Indebtedness and shall be
secured by this Pledge Agreement and any other instrument securing the Secured Indebtedness.
Pledgor hereby assents to, ratifies, and confirms any and all actions of the Secured Party with
respect to the Pledged Collateral taken under this Section.



     B. Without notice except as specified below, the Secured Party may sell the Pledged Collateral
or any part thereof in one or more parcels at public or private sale, at any of the Secured Party’s
offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the
Secured Party may deem commercially reasonable. Pledgor hereby waives notice of the time and place
of any public sale or the time after which any private sale or other disposition of all or any part
of the Pledged Collateral may be made. To the extent such notice may not be waived under
applicable law, any notice made shall be deemed reasonable if sent to Pledgor, addressed as set
forth in Section 14, at least ten days prior to (i) the time and place of any such public
sale or (ii) the time after which any such private sale or other disposition may be made. The
Secured Party shall not be obligated to make any sale of the Pledged Collateral regardless of
notice of sale having been given. The Secured Party may adjourn any public or private sale from
time to time by announcement at the time and place fixed therefore, and such sale may, without
further notice, be made that the time and place to which it was so adjourned. Pledgor shall take,
or cause an issuer of Pledged Collateral to take, any and all actions necessary to register or
qualify the Pledged Collateral to enable the Secured Party to consummate a public sale or other
disposition of the Pledged Collateral. To the maximum extent permitted by applicable law, Pledgor



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waives all claims, damages, and demands against the Secured Party arising out of the
repossession, retention or sale of the Pledged Collateral, except such as arise solely out of the
gross negligence or willful misconduct of the Secured Party as finally determined by a court of
competent jurisdiction. To the extent it may lawfully do so, Pledgor absolutely and irrevocably
waives and relinquishes the benefit and advantage of, and covenants not to assert against the
Secured Party, any valuation, stay, appraisal, extension, moratorium, redemption or similar laws
and any and all rights or defenses it may have now or hereafter existing which, but for this
provision, might be applicable to the sale of any Pledged Collateral made under the judgment, order
or decree of any court, or privately under the power of sale conferred by this Pledge Agreement, or
otherwise. Except as otherwise specifically provided herein, Pledgor hereby waives presentment,
demand, protest or any notice (to the maximum extent permitted by applicable law) of any kind in
connection with this Pledge Agreement or any Pledged Collateral.



     C. Concurrently with written notice to Pledgor, (i) transfer and register in its name or in
the name of its nominee the whole or any part of the Pledged Collateral, (ii) exchange certificates
or instruments representing or evidencing Pledged Collateral for certificates or instruments of
smaller or larger denominations, (iii) exercise the voting and all other rights as a holder with
respect thereto, (iv) collect and receive all cash dividends, interest, principal and other
distributions made thereon and to otherwise act with respect to the Pledged Collateral as though
the Secured Party was the outright owner thereof.



     D. Secured Party may comply with any applicable state or federal law requirements in
connection with a disposition of the Pledged Collateral and compliance will not be considered to
adversely affect the commercial reasonableness of any sale of the Pledged Collateral.



     E. Secured Party shall have the right upon any such public sale or sales and, to the extent
permitted by law, upon any such private sale or sales, to purchase for its benefit, the whole or
any part of the Pledged Collateral so sold, free of any right of equity redemption, which equity
redemption the Pledgor hereby expressly releases.



     F. Until Secured Party is able to effect a sale or other disposition of Pledged Collateral,
Secured Party shall have the right to hold or use the Pledged Collateral, or any part thereof, to
the extent that it deems appropriate for the purpose of preserving the Pledged Collateral or its
value or for any other purpose deemed appropriate by the Secured Party. The Secured Party may, if
it so elects, seek the appointment of a receiver or keeper to take possession of Pledged Collateral
and to enforce any of the Secured Party’s remedies (for the benefit of the Secured Party), with
respect to such appointment without prior notice or hearing as to such appointment.



     G. Notwithstanding the foregoing, the Secured Party shall not be required to (i) make any
demand upon, or pursue or exhaust any of its rights or remedies against Pledgor or any other
obligor, guarantor, pledgor or any other Person with respect to the payment of the Secured
Obligations or to pursue or exhaust any of its rights or remedies with respect to any Pledged
Collateral therefor or any direct or indirect guarantee thereof, (ii) resort to the Pledged
Collateral in any particular order, or (iii) effect a public sale of any Pledged Collateral. The
Secured Party may resort to any security given by this Pledge Agreement or to any other security
now existing or hereafter given to secure the payment of the Secured Indebtedness, in whole or in
part, and in such portions and in such order as may seem best to the Secured Party in its sole and
uncontrolled discretion, and any such action shall not in anywise be considered as a waiver of any
of the rights, benefits or liens evidenced by this Pledge Agreement or any other Loan Document.



     H. Pledgor recognizes that the Secured Party may be unable to effect a public sale of any or
all the Pledged Collateral and may be compelled to resort to one or more private sales thereof.
Pledgor also acknowledges that any private sale may result in prices and other terms less favorable
to the seller than if such sale were a public sale and, notwithstanding such circumstances, agrees
that any such private sale shall not be deemed to have been made in a commercially unreasonable
manner solely by virtue of such sale being private. The Secured Party shall be under no obligation
to delay a sale of any of the Pledged Collateral for the period of time necessary to permit Pledgor
or the issuer of the Pledged



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Collateral to register such securities for public sale under the Securities Act of 1933, as
amended, or under applicable state securities laws, even if Pledgor and the issuer would agree to
do so.



     I. The proceeds of any sale received by the Secured Party in respect of any sale of,
collection from, or other realization upon all or any part of the Pledged Collateral may, in the
discretion of the Secured Party, be applied to the payment of any amounts payable to the Secured
Party under the Note in such order as the Secured Party shall elect. Any surplus of such cash or
cash proceeds held by the Secured Party and remaining after payment in full of all the Secured
Indebtedness shall be paid over to Pledgor or to whomsoever may be lawfully entitled to receive
such surplus.



     J. All remedies herein expressly provided for are cumulative of any and all remedies existing
at law or in equity, and the Secured Party shall, in addition to the remedies herein provided, be
entitled to avail itself of all such other remedies as may now or hereafter exist at law or in
equity for the collection of said indebtedness and the enforcement of the covenants herein and the
foreclosure of the liens evidenced hereby, and the resort to any remedy provided for hereunder or
provided by law shall not prevent the concurrent or subsequent employment of any other appropriate
remedy or remedies.



     K. To the full extent Pledgor may do so, Pledgor agrees that Pledgor will not at any time
insist upon, plead, claim or take the benefit or advantage of any law now hereafter in force
providing for any appraisement, valuation, stay, extension or redemption, and Pledgor, for Pledgor,
Pledgor’s heirs, devisees, representatives, successors and assigns, and for any and all persons
ever claiming any interest in the Pledged Collateral, to the extent permitted by law, hereby
waives and releases all rights of redemption, valuation, appraisement, stay of execution, notice
of election to mature or declare due to the whole of the secured indebtedness and marshaling in the
event of foreclosure of the liens hereby created. If any law referred to in this section and now
in force, of which Pledgor or Pledgor’s successors might take advantage despite this section, shall
hereafter be repealed or cease to be in force, such law shall not thereafter be deemed to preclude
the application of this section.



     L. Pledgor hereby authorizes and directs all parties under any contracts with Pledgor
(“Contracting Parties”), upon written demand from the Secured Party, to pay any and all amounts due
under such contract to the Secured Party. Pledgor hereby expressly relieves such Contracting
Parties from any and all duty, liability or obligation to Pledgor in respect of the payments so
made.



     M. At the request of Secured Party and during an Event of Default, Pledgor shall prepare and
file, or cause an issuer of the Pledged Collateral to prepare and file, with the Securities and
Exchange Commission or any other applicable government agency, registration statements, a
prospectus and such other documentation in connection with the Pledged Collateral as Secured Party
may request, all in form and substance satisfactory to Secured Party, and furnish to the Secured
Party, or cause an issuer of the Pledged Collateral to furnish to the Pledged , any information
regarding the Pledged Collateral in such detail as the Secured Party may specify.



     12. Remedies Cumulative. Each right, power and remedy of the Secured Party provided
for in this Pledge Agreement, the Mortgage, or any other Security Instrument, now or hereafter
existing at law or in equity or by statute, shall be cumulative and concurrent and shall be in
addition to every other such right, power or remedy. The exercise or beginning of the exercise by
the Secured Party of any one or more of the rights, powers or remedies provided for in this Pledge
Agreement, the Mortgage, or any other Security Instrument or now or hereafter existing at law or in
equity or by statute or otherwise shall not preclude the simultaneous or later exercise by the
Secured Party of all such other rights, powers or remedies, and no failure or delay on the part of
the Secured Party to exercise any such right, power or remedy shall operate a as waiver thereof.



     13. Pledgor’s Obligations Absolute. The obligations of the Pledgor under this Pledge
Agreement and the Security Instruments shall be absolute and unconditional and shall remain in full
force and effect without regard to, and shall not be released, suspended, discharged, terminated or
otherwise affected by, any circumstance or occurrence whatsoever, including, without limitation:



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     A. Any renewal, extension, amendment or modification of, or addition or supplement to or
deletion from any Security Instrument, or any other instrument or agreement referred to therein, or
any assignment or transfer of any thereof;



     B. Any waiver, consent, extension, indulgence or other action or inaction under or in respect
of any such agreement or instrument or this Agreement;



     C. Any furnishing of any additional security to the Secured Party or any acceptance thereof or
any release of any security by the Secured Party;



     D. Any limitation on any party’s liability or obligations under any such instrument or
agreement or any invalidity or unenforceability, in whole or in part, of any such instrument or
agreement or any term thereof; or



     E. Any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution,
liquidation or other like proceeding relating to either of the Pledgor, or any action taken with
respect to this Pledge Agreement by any trustee or receiver, or by any court, in any such
proceeding, whether or not the Pledgor shall have notice or knowledge of any of the foregoing.



     14. Notices and Other Communications. Except as to verbal notices expressly
authorized herein, which verbal notices shall be confirmed in writing, all notices, requests and
communications hereunder shall be in writing (including by telegraph or telecopy). Unless otherwise
expressly provided herein, any such notice, request, demand or other communication shall be deemed
to have been duly given or made when delivered by hand, or, in the case of delivery by mail,
deposited in the mail, certified mail, return receipt requested, postage prepaid, when receipt
thereof is addressed as follows:


(a)  If to the Pledgor, to:



Hiland Holdings GP, LP

P.O. Box 5103

Enid, Oklahoma 73702-5103

Attn: Chief Financial Officer

Fax (580) 616-2080



(b)  If to the Secured Party, to:



Coppermark Bank

P.O. Box 25676

Oklahoma City, OK 73125-0676

Attn: Chris Mostek, Vice President

Fax (405) 858-8118




     Any party may, by proper written notice hereunder to the other, change the individuals or
addresses to which such notices to it shall thereafter be sent.



     13. Amendments or Modifications. Neither this Agreement nor any provision hereof may
be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by
the party against whom enforcement of the change, waiver, discharge or termination is sought.



     14. Survival Upon Unenforceability. In the event any one or more of the provisions
contained in any of the Loan Documents or in any other instrument referred to herein or executed in
connection with the Secured Indebtedness shall, for any reason, be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any
other provision of any Loan Document or of any other instrument referred to herein or executed in
connection with such Secured Indebtedness.



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     15. Entire Agreement. This Pledge Agreement and the Loan Documents constitute the
entire agreement among the parties hereto with respect to the parties hereof and shall supersede
any prior agreement between the parties hereto, whether written or oral, relating to the subject
hereof. Furthermore, in this regard, this written agreement and the other written Loan Documents
represent, collectively, the final agreement between the parties and may not be contradicted by
evidence of prior, contemporaneous, or subsequent oral agreements of the parties. There are no
unwritten oral agreements between the parties.



     16. Loan Agreement. Pledgor acknowledges and agrees that the Loan Agreement is the
legally valid and binding obligation of Pledgor, enforceable against it in accordance with its
terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium
or similar laws or equitable principles relating to or limiting creditors‘ rights
generally. This Agreement shall not be construed to amend the Loan Documents except as is
expressly provided hereby. The obligations of Pledgor under the Loan Agreement are absolute,
unconditional, irrevocable, and immediately effective without further act or deed required of any
party. Pledgor ratifies, affirms and adopts all obligations as Pledgor’s own separate undertaking,
and all terms and conditions as contained in the Loan Agreement are incorporated herein by
reference.



     17. WAIVER OF RIGHTS TO JURY TRIAL. PLEDGOR HEREBY KNOWINGLY, VOLUNTARILY,
INTENTIONALLY, IRREVOCABLY AND UNCONDITIONALLY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION,
SUIT, PROCEEDING, COUNTERCLAIM OR OTHER LITIGATION THAT RELATES TO OR ARISES OUT OF THIS PLEDGE
AGREEMENT, THE NOTE, ANY LOAN DOCUMENT OR OTHERWISE WITH RESPECT THERETO AND AGREES THAT ANY SUCH
ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY. THIS PROVISION IS A
MATERIAL INDUCEMENT FOR THE BANK ENTERING INTO THE LOAN.



     IN WITNESS WHEREOF, the Pledgor and the Secured Party have caused this Pledge Agreement to be
executed is executed as of the date first above written.



	 	 	 	 	 
	PLEDGOR: 	Hiland Holdings GP, LP

a Delaware limited partnership

 	 
	 	By:  	Hiland Partners GP Holdings, LLC,
 	 
	 	 	a Delaware limited liability company 	 
	 	 	its general partner 	 
	 
	 	By:  	/s/  Matthew S. Harrison
 	 
	 	 	Matthew S. Harrison 	 
	 	 	Vice President-Finance, Chief Financial
Officer and Secretary 	 
	 
	SECURED PARTY: 	Coppermark Bank

 	 
	 	By:  	/s/  Chris Mostek	 
	 	 	Chris Mostek, Vice President 	 




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