Exhibit 10.1
 FIRST AMENDED AND RESTATED SENIOR SECURED CREDIT AGREEMENT
   HILAND HOLDINGS GP, LP
 as Borrower
  THE SECURITY NATIONAL BANK OF ENID
 as Lender




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FIRST AMENDED AND RESTATED SENIOR SECURED
CREDIT AGREEMENT
 Agreement Borrower NB
 W I T N E S S:
      ARTICLE I
DEFINITIONS AND ACCOUNTING TERMS
 Certain Defined Terms
 Advance




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Affiliate
    Applicable Rate
 Borrowing
 Business Day
 Capital Expenditures
 Capitalized Lease
 Cash Equivalents
 Cash Interest Expense
 3




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Change in Control Exchange Act
 Consolidated
 Consolidated Cash Flow
 Consolidated Net Worth
 Consolidated Total Debt
 Contingent Liability
 4




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Contractual Obligation
 Controlled Group
 Debt
 Default
 Effective Date
 ERISA
 5




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ERISA Event
 Events of Default
 Executive Officer
 Existing Indebtedness
 Financial Statements
 Fiscal Year
 Fiscal Quarter
 FRB
 GAAP
 Governmental Authority
 6




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Internal Revenue Code
 Late Charge
 Law
 Lenders
 Lien
  Loan Documents
 Loan
 Material Adverse Effect
 Material Subsidiary
 7




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Multiemployer Plan
 National Prime Rate
  Net Income
 Net Worth
 Note
 Notice of Borrowing
 Obligations
   Operating Lease
 Organization Documents
 PBGC
 8




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Permitted Investment
    clause (c)(i) clauses (a) (c)
 clauses (a) (d)
    clause (g) provided however clause
(i)
 9




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clauses (a) (i)
 Person
 Plan
 Pledge Agreement
 Pledged Collateral Market Value
 Quarterly Statement
 Requirement of Law
 S&P
 Security Agreement
 Senior Debt
 Senior Debt Leverage Ratio
 10




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Subsidiary
 Term Loan
 Term Loan Commitment
 Term Loan Note
 Termination Date
 Welfare Plan
 Computation of Periods
 Conventions
 11




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ARTICLE II
AMOUNTS AND TERMS OF THE LOANS
 The Term Loan Facility
 Generally
 Commitment
 Principal And Interest Payments
 Default Interest
 Term Note prima facie
 12




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NOT USED
 Prepayments
  Late Charges Late Charge
 Payments and Computations
 provided however
  Taxes excluding Taxes
 13




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Use of Proceeds
 ARTICLE III
CONDITIONS TO EFFECTIVENESS AND LENDING
 Conditions Precedent to Effectiveness of this Agreement
    14




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Pledge Agreement
 Security Agreement
   15




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Conditions Precedent to the Making of the Advance
    16




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ARTICLE IV
REPRESENTATIONS AND WARRANTIES
 Representations and Warranties of the Borrower
 Due Organization, Authorization, etc provided
 Books of Account
 17




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Financial Statements
 Litigation and Contingent Liabilities
 Employee Benefit Plans
 Investment Company Act
 Regulations U and X
 18




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Proceeds
 Ownership of Properties
 Accuracy of Information
 Subsidiaries
 Taxes
 19




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Securities Laws
 Compliance with Laws
 No Defaults
 ARTICLE V
COVENANTS OF THE BORROWER
 Affirmative Covenants
 Reports, Certificates, Financial Ratio and Other Information
   20




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Debt to Worth Ratio
 Notice of Default, Etc
 Notice of Litigation and ERISA
 New Subsidiaries
 Other Information
 Corporate Existence; Foreign Qualification
 21




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Books, Records, Inspections and Collateral
 Insurance
 Taxes and Liabilities
 Employee Benefit Plans
 Compliance with Laws
 Conduct of Business
 Negative Covenants
 Mergers, Consolidations and Sales
 22




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provided
 Regulations U and X
 Other Agreements
 Transactions with Affiliates
 Liens
 23




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Restrictions on Negative Pledge Agreements
 No Amendment of Certain Documents
 Subsidiaries
 24




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ARTICLE VI
EVENTS OF DEFAULT
 Events of Default Events of
Default
 Non-Payment of Principal and Interest on Loan or Reduction in Pledged Collateral
Market Value
 Non-Payment of Fees, Etc
 Non-Payment of Other Debt
 Other Material Obligations
 Bankruptcy, Insolvency, Etc
 25




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clause (ii) (iii)
 Non-compliance with Covenants
 Non-compliance with Other Provisions Article VI and such
failure shall continue unremedied for a period of 30 days
 Warranties and Representations
 Employee Benefit Plans
 Loan Documents
 Change in Control
 26




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Judgments
 Change in Law Affecting Dividends
 Cross-Default provided however
 ARTICLE VII
MISCELLANEOUS
 Amendments, Etc
 Notices, Etc
 27




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Article
II III VII
 No Waiver; Remedies
 Costs and Expenses
 Indemnified Party
 28




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Right of Set-off
 Binding Effect
 Assignments and Participations
 29




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provided however
  Confidentiality
 Further Assurances
 Governing Law
 30




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Execution in Counterparts
 Waiver of Jury Trial
 Jurisdiction, Etc.
   HILAND HOLDINGS GP, LP, a Delaware limited partnership
By: Hiland Partners GP Holdings, LLC, its general
partnerBy:

/s/ Matthew S. HarrisonName:
    Matthew S. HarrisonTitle:
    Vice President-Finance, Chief Financial
Officer and SecretaryTHE SECURITY NATIONAL BANK OF ENIDBy:

/s/ Brad B. BlankenshipBrad B. Blankenship, President 31




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Schedules
 Schedule 4.01(a)
    
    -
    
    JurisdictionsSchedule 4.01(c)
    
    -
    
    Adverse ChangesSchedule 4.01(d)
    
    -
    
    LitigationSchedule 4.01(e)
    
    -
    
    Employee Benefit PlansSchedule 4.01(i)
    
    -
    
    Ownership of PropertiesSchedule 4.01(k)
    
    -
    
    SubsidiariesSchedule 4.01(l)
    
    -
    
    TaxesSchedule 5.02(e)
    
    -
    
    Liens