**Exhibit 1.1**

**7,000,000Common Units**

**HILANDHOLDINGS GP, LP**

**RepresentingLimited Partner Interests**

**UNDERWRITINGAGREEMENT**

September 19, 2006

LEHMAN BROTHERS INC.As Representative of the several Underwritersc/o Lehman Brothers Inc.745 Seventh AvenueNew York, New York 10019

Ladies and Gentlemen:

Hiland Holdings GP, LP, a Delaware limited partnership(the “**Partnership**”), proposes to sell to theunderwriters named in Schedule I hereto (the “Underwriters”) 7,000,000 commonunits (the “**Firm Units**”), representing limitedpartner interests in the Partnership (the “**Common Units**”).In addition, the Partnership proposes to grant to the Underwriters an option topurchase up to 1,050,000 additional Common Units on the terms and for thepurposes set forth in Section 2 (the “**Option Units**”).The Firm Units and the Option Units, if purchased, are referred to collectivelyherein as the “**Units**.”

This is to confirm the agreement among thePartnership, Hiland Partners GP Holdings, LLC, a Delaware limited liabilitycompany and the general partner of the Partnership (the “**GeneralPartner**”), and Hiland Partners GP, Inc., a Delaware corporation (“**Hiland Inc.**” and, together with the Partnership and theGeneral Partner, the “**Hiland Parties**”)and the Underwriters concerning the purchase of the Units from the Partnershipby the Underwriters.

#### A.                                   It is understood andagreed to by all parties hereto that the Partnership was initially formed toacquire and own, as of each Delivery Date (as defined in Section 4hereof):

### (i)                                     a99.999% limited liability company interest in Hiland Partners GP, LLC, aDelaware limited liability company (the “**MLP GP**”);

### (ii)                                  100%of the outstanding stock of Hiland Inc., which was formed to acquire and own a0.001% limited liability company interest in MLP GP;

### (iii)                               1,301,471common units representing limited partner interests in Hiland Partners, LP (“**MLP Common Units**”),****a publicly-traded Delaware limitedpartnership of which the MLP GP is the sole general partner (the “**MLP**”); and

### (iv)                              4,080,000 subordinatedunits representing limited partner interests in the MLP (“**MLP Sub Units**”);

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each as more particularlydescribed in the Preliminary Prospectus and the Prospectus and as acquiredpursuant to the Contribution Agreement (as such terms are hereinafter defined).

#### B.                                     It is furtherunderstood and agreed to by all parties hereto that as of the date hereof:

### (i)                                     theMLP owns, directly or indirectly, 100% of the limited liability companyinterests or partnership interests, as the case may be, of the MLP Subsidiaries(as defined in Section 1(q))

### (ii)                                  theMLP GP owns a 2% general partner interest in the MLP, 761,714 MLP CommonUnits and all of the incentive distribution rights in the MLP (as defined inthe MLP Partnership Agreement, the “**IncentiveDistribution Rights**”);

### (iii)                               HH GPHolding, LLC, an Oklahoma limited liability company (“**HH GP Holding**”), owns a 94.0% Class Alimited liability company interest in the MLP GP;

### (iv)                              EquityFinancial Services, Inc., an Oklahoma corporation (“**Equity Financial**”), owns a 0.7% Class B limited liabilitycompany interest in the MLP GP, 5,059 MLP Common Units and 28,665 MLP SubUnits;

### (v)                                 RandyMoeder, an individual residing in Enid, Oklahoma (“**Mr. Moeder**”), owns a 4.0% Class A limited liabilitycompany interest and a 3.3% Class B limited liability company interest in theMLP GP and 49,757 MLP Common Units;

### (vi)                              KennethMaples, an individual residing in Enid, Oklahoma (“**Mr. Maples**”), owns a 2.0% Class A limited liabilitycompany interest and a 2.0% Class B limited liability company interest in the MLP GPand 20,000 MLP Common Units;

### (vii)                           theHarold Hamm DST Trust (the “**DST Trust**”)owns a 19.56% Class B limited liability company interest in the MLP GP,116,316 MLP Common Units and 842,752 MLP Sub Units;

### (viii)                        the HaroldHamm HJ Trust (the “**HJ Trust**”)owns a 13.03% Class B limited liability company interest in the MLP GP,77,543 MLP Common Units and 561,834 MLP Sub Units;

### (ix)                                ContinentalGas Holdings, Inc., a Delaware corporation (“**ContinentalHoldings**”), owns a 61.41% Class B limited liability company interestin the MLP GP, 271,082 MLP Common Units, 2,646,749 MLP Sub Units and allof the capital stock of Hiland Inc.;

The MLP GP, the MLP and the MLP Subsidiaries arereferred to collectively herein as the “**Hiland MLP Parties**,”and the Hiland Parties and the Hiland MLP Parties are referred to collectivelyherein as the “**Hiland Entities**.” The HilandEntities other than

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Continental and Hiland(each as defined in Section 1(q)) are referred to collectively herein asthe “**Delaware Hiland Entities**.” The HilandParties and Continental Holdings are referred to collectively herein as the “**Hiland Companies**.”

#### C.                                     Prior to theexecution hereof:

### (i)                                     HH GPHolding formed the General Partner, to which it contributed $1,000 in exchangefor all of the interest in the General Partner; and

### (ii)                                  theGeneral Partner and Continental Holdings formed the Partnership, the GeneralPartner contributed $0.01 thereto in exchange for a 0.001% general partnerinterest therein, and Continental Holdings contributed $999.99 thereto in exchangefor a 99.999% limited partner interest therein.

### (iii)                               ContinentalHoldings formed Hiland Inc. and contributed to Hiland Inc. $1,000 in exchangefor all of the stock in Hiland Inc.

#### D.                                    On May 24, 2006,the Partnership, the General Partner, Hiland Inc., Continental Holdings,HH GP Holding, DST Trust, HJ Trust, Mr. Moeder and Mr. Maplesentered into a Contribution Agreement (the “**ContributionAgreement**”), pursuant to which the following transactions will occurprior to the Initial Delivery Date (as hereinafter defined):

### (i)                                     ContinentalHoldings will convey a 0.001% Class B limited liability company interest inMLP GP to Hiland Inc. as a capital contribution;

### (ii)                                  HH GPHolding, Mr. Moeder and Mr. Maples will convey their Class A limitedliability company interests in the MLP GP to the General Partner inexchange for 94.0%, 4.0% and 2.0% limited liability company interests,respectively, in the General Partner;

### (iii)                               DSTTrust will contribute its Class B limited liability company interest in theMLP GP, 116,316 MLP Common Units and 842,752 MLP Sub Units to thePartnership in exchange for rights to receive a distribution in the amount ofapproximately $17.1 million and 2,945,855 Common Units;

### (iv)                              HJTrust will contribute its Class B limited liability company interest in theMLP GP, 77,543 MLP Common Units and 561,834 MLP Sub Units to thePartnership in exchange for rights to receive a distribution in the amount ofapproximately $11.4 million and 1,963,674 Common Units;

### (v)                                 EquityFinancial will contribute its Class B limited liability company interest in theMLP GP, 5,059 MLP Common Units and 28,665 MLP Sub Units to the Partnershipin exchange for rights to receive a distribution in the amount of approximately$0.6 million and 104,457 Common Units;

### (vi)                              Mr. Moederwill contribute his Class B limited liability company interest in theMLP GP and 49,757 MLP Common Units to the Partnership in exchange forrights to receive a distribution in the amount of approximately $1.8 million,158,873

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Common Units and 155,695 Class B Units (as defined in the PartnershipAgreement, “Class B Units”);

### (vii)                           Mr. Mapleswill contribute his Class B limited liability company interest in theMLP GP and 20,000 MLP Common Units to the Partnership in exchange for aright to receive a distribution in the amount of approximately $1.0 million,79,772 Common Units and 94,337 Class B Units;

### (viii)                        ContinentalHoldings will contribute its remaining Class B limited liability companyinterest in the MLP GP, its capital stock of Hiland Inc., 271,082 MLPCommon Units and 2,646,749 MLP Sub Units to the Partnership in exchange forrights to receive a distribution in the amount of approximately $52.9 millionand 9,097,337 Common Units; and

### (ix)                                theGeneral Partner will contribute all of its Class A limited liability companyinterest in the MLP GP to the Partnership in exchange for a capitalaccount credit.

Continental Holdings, HH GP Holding, DST Trust,HJ Trust, Equity Financial, Mr. Moeder and Mr. Maples are referred tocollectively herein as the “**Contributing Parties.**”The transactions contemplated by the Contribution Agreement are referred toherein as the “**Transactions**.”

#### E.                                      It is furtherunderstood and agreed to by the parties hereto that the following additionaltransactions will occur substantially contemporaneously with the InitialDelivery Date:

### (i)                                     thePartnership will amend and restate its agreement of limited partnership (as soamended and restated, the “**PartnershipAgreement**”) to conform to the description thereof set forth in theProspectus under the caption “Material Provisions of the Partnership Agreementof Hiland GP Holdings, LP;”

### (ii)                                  theGeneral Partner will amend and restate its limited liability company agreement(as so amended and restated, the “**GP LLCAgreement**”);

### (iii)                               theMLP GP will amend and restate its limited liability company agreement (asso amended and restated, the “**MLP GP LLCAgreement**”);

### (iv)                              thePartnership and the General Partner will enter into a non-competitionagreement (the “**Non-Competition****Agreement**”) with the MLP andMLP GP, consistent with the description thereof set forth in theProspectus under the caption “Certain Relationships and Related PartyTransactions—Related Party Transactions Involving Hiland Partners—Non-CompetitionAgreement;” and

### (v)                                 thePartnership will enter into a $25.0 million credit facility (the “**Credit Facility**”), which will provide fundsfor the Partnership’s working capital borrowings.

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#### F.                                      Onthe Initial Delivery Date,

### (i)                                     thePartnership will (a) pay transaction expenses, estimated to be $1.5 million,(b) contribute approximately $35.0 million to the MLP GP (.001% onbehalf of Hiland Inc.), which, in turn, will retire $35.0 million inindebtedness outstanding under its credit agreement, plus accrued interestthereon, and (c) distribute approximately $84.9 million proportionately toEquity Financial, New Continental, DST Trust, HJ Trust, Mr. Moeder andMr. Maples; and

### (ii)                                  theMLP GP will distribute to the Partnership 761,714 MLP Common Units.

In connection with the Transactions, the parties tothe Transactions have entered or will enter into various bills of sale,assignments, conveyances, contribution agreements and related documents(collectively with the Contribution Agreement, the “**ContributionDocuments**”). The “**Transaction Documents**”shall mean the Contribution Documents, the Non-Competition Agreement andthe Credit Facility. The “**Organizational Documents**”shall mean the Partnership Agreement, the GP LLC Agreement, the HilandInc. Charter, the MLP GP LLC Agreement and the MLP Partnership Agreement(as hereinafter defined). The “**Operative Agreements**”shall mean the Transaction Documents and the Organizational Documentscollectively.

The Hiland Parties wish to confirm as follows theiragreement with you in connection with the purchase of the Units from thePartnership by the Underwriters.

# 1.                                       *Representations, Warranties and Agreements of theHiland Parties*.  The HilandParties jointly and severally represent, warrant and agree that:

## (a)                                  *Registration; Definitions; No Stop Order*.  A registration statement (Registration No.333-134491) on Form S-1 relating to the Units has (i) been preparedby the Partnership in conformity with the requirements of the Securities Act of1933, as amended (the “**Securities Act**”),and the rules and regulations (the “**Rules andRegulations**”) of the Securities and Exchange Commission (the “**Commission**”) thereunder; (ii) been filedwith the Commission under the Securities Act; and (iii) become effective underthe Securities Act. Copies of such registration statement and any amendmentthereto have been delivered by the Partnership to you as the representative ofthe Underwriters (the “**Representative**”).As used in this Agreement:

### (i)                                     “**Applicable Time**” means 5:30 p.m. (NewYork City time) on the date of this Agreement, which the Underwriters haveinformed the Partnership and its counsel is a time prior to the time of thefirst sale of the Units;

### (ii)                                  “**Effective Date**” means each date and time asof which such registration statement, any post-effective amendment oramendments thereto and any registration statement or amendments thereto filedpursuant to Rule 462(b) relating to the offering of the Units was or isdeclared effective by the Commission;

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### (iii)                               “**Issuer Free Writing Prospectus**” means each “freewriting prospectus” (as defined in Rule 405 of the Rules and Regulations)prepared by or on behalf of the Partnership or used or referred to by thePartnership in connection with the offering of the Units;

### (iv)                              “**Preliminary Prospectus**” means anypreliminary prospectus relating to the Units included in the RegistrationStatement or filed with the Commission pursuant to Rule 424(b) of the Rules andRegulations;

### (v)                                 “**Pricing Disclosure Package**” means, as ofthe Applicable Time, the most recent Preliminary Prospectus, together with theinformation set forth on Schedule IV hereto and each Issuer Free WritingProspectus filed with the Commission by the Partnership on or before theApplicable Time, other than a road show that is an Issuer Free WritingProspectus but is not required to be filed under Rule 433 of the Rules andRegulations;

### (vi)                              “**Prospectus**” means the final prospectusrelating to the Units, as filed with the Commission pursuant to Rule 424(b) ofthe Rules and Regulations; and

### (vii)                           “**Registration Statement**” means theregistration statement on Form S-1 (File No. 333-134491) relatingto the Units, as amended as of the Effective Date, including any PreliminaryProspectus or the Prospectus and all exhibits to such registration statement.

Any reference to the “most recent Preliminary Prospectus”shall be deemed to refer to the latest Preliminary Prospectus included in theRegistration Statement or filed pursuant to Rule 424(b) of the Rules andRegulations on or prior to the date hereof.

The Commission has not issued any order preventing orsuspending the use of any Preliminary Prospectus or the Prospectus orsuspending the effectiveness of the Registration Statement, and no proceedingor examination for such purpose has been instituted or, to the knowledge of anyof the Hiland Parties, threatened by the Commission.

## (b)                                 *Partnership Not an “Ineligible Issuer*.”  The Partnership was not at the time ofinitial filing of the Registration Statement and at the earliest timethereafter that the Partnership or another offering participant made a bonafide offer (within the meaning of Rule 164(h)(2) of the Rules and Regulations)of the Units, is not on the date hereof and will not be on the applicableDelivery Date (as defined in Section 4), an “ineligible issuer” (asdefined in Rule 405 of the Rules and Regulations).

## (c)                                  *Registration Statement and Prospectus Conform to theRequirements of the Securities Act*. The Registration Statement conformed when filed and will conform in allmaterial respects on each of the Effective Date and the applicable DeliveryDate, and any amendment to the Registration Statement filed after the datehereof will conform in all material respects when filed, to the requirements ofthe Securities Act and the Rules and Regulations. The most recent PreliminaryProspectus conformed, and the Prospectus will conform in all material respects,when filed with the Commission pursuant to Rule 424(b)

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## of the Rulesand Regulations and on the applicable Delivery Date, to the requirements of theSecurities Act and the Rules and Regulations.

## (d)                                 *No Material Misstatements or Omissions inRegistration Statement*.  TheRegistration Statement did not, as of the Effective Date, contain an untruestatement of a material fact or omit to state a material fact required to bestated therein or necessary in order to make the statements therein notmisleading; *provided*that norepresentation or warranty is made as to information contained in or omittedfrom the Registration Statement in reliance upon and in conformity with writteninformation furnished to the Partnership through the Representative by or onbehalf of any Underwriter specifically for inclusion therein, which informationis specified in Section 8(e).

## (e)                                  *No Material Misstatements or Omissions in Prospectus*.  The Prospectus will not, as of its date andon the applicable Delivery Date, contain an untrue statement of a material factor omit to state a material fact necessary in order to make the statementstherein, in the light of the circumstances under which they were made, notmisleading; *provided*that norepresentation or warranty is made as to information contained in or omittedfrom the Prospectus in reliance upon and in conformity with written informationfurnished to the Partnership through the Representative by or on behalf of anyUnderwriter specifically for inclusion therein, which information is specifiedin Section 8(e).

## (f)                                    *No Material Misstatements or Omissions in PricingDisclosure Package*.  ThePricing Disclosure Package did not, as of the Applicable Time, contain anuntrue statement of a material fact or omit to state a material fact necessaryin order to make the statements therein, in the light of the circumstancesunder which they were made, not misleading; *provided*that no representation or warranty is made as to information containedin or omitted from the Pricing Disclosure Package in reliance upon and inconformity with written information furnished to the Partnership through theRepresentative by or on behalf of any Underwriter specifically for inclusiontherein, which information is specified in Section 8(e).

## (g)                                 *No Material Misstatements or Omissions in Issuer FreeWriting Prospectuses*.  EachIssuer Free Writing Prospectus (including, without limitation, any road showthat is a free writing prospectus under Rule 433 of the Rules and Regulations),if any, when considered together with the Pricing Disclosure Package as of theApplicable Time, did not contain an untrue statement of a material fact or omitto state a material fact necessary to make the statements therein, in the lightof the circumstances under which they were made, not misleading.

## (h)                                 *Issuer Free Writing Prospectuses Conform to theRequirements of the Securities Act*. Each Issuer Free Writing Prospectus, if any, conformed or will conformin all material respects to the requirements of the Securities Act and theRules and Regulations on the date of first use, and the Partnership hascomplied with all prospectus delivery requirements, any filing requirements andany record keeping requirements applicable to such Issuer Free WritingProspectus pursuant to the Rules and Regulations. The Partnership has not madeany offer relating to the Units that would constitute an

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## Issuer FreeWriting Prospectus without the prior written consent of the Representative. ThePartnership has retained in accordance with the Rules and Regulations allIssuer Free Writing Prospectuses that were not required to be filed pursuant tothe Rules and Regulations. The Partnership has taken all actions necessary sothat any “road show” (as defined in Rule 433 of the Rules and Regulations) inconnection with the offering of the Units will not be required to be filedpursuant to the Rules and Regulations.

## (i)                                     *Formation, Qualification and Authority*.  Each of Hiland Entities has been duly formedor incorporated, is validly existing and is in good standing as a limitedpartnership, limited liability company or corporation, as applicable, under thelaws of its jurisdiction of formation or incorporation, as applicable, and isduly qualified to do business is and in good standing as a foreign limitedpartnership, foreign limited liability company or corporation, as applicable,in each jurisdiction in which its ownership or lease of property or the conductof its business requires such qualification, except where the failure to be soqualified could not, individually or in the aggregate, (i) reasonably beexpected to have a material adverse effect on the condition (financial orotherwise), securityholders’ equity, results of operations, properties,business or prospects of the Hiland Parties taken as a whole or the Hiland MLPParties taken as a whole (a “**Material AdverseEffect**”), or (ii) subject the limited partners of the applicablelimited partnership to any material liability or disability; each of the HilandEntities has all corporate, partnership or limited liability company, as thecase may be, power and authority necessary to own or lease its properties, toconduct its business as currently conducted and as to be conducted at theClosing Date and to consummate the transactions contemplated by this Agreementand the Transaction Documents, in each case in all material respects asdescribed in this Agreement and the most recent Preliminary Prospectus.

## (j)                                     *Power and Authority to Act as a General Partner*.  The General Partner has, and as of eachDelivery Date will have, full limited liability company power and authority toact as general partner of the Partnership in all material respects as describedin the Pricing Disclosure Package.

## (k)                                  *Ownership of the General Partner*.  At the Initial Delivery Date, after givingeffect to the Transactions and this offering of Units, HH GP Holding,Mr. Moeder and Mr. Maples will own 94.0%, 4.0% and 2.0% limitedliability company interests, respectively, in the General Partner; such limitedliability company interests will be duly authorized and validly issued inaccordance with the GP LLC Agreement and will be fully paid (to the extentrequired by the GP LLC Agreement) and nonassessable (except as suchnonassessability may be affected by matters described in Section 18-607of the Delaware Limited Liability Company Act (the “**Delaware LLC Act**”)); and HH GP Holding, Mr. Moederand Mr. Maples will own such limited liability company interests free andclear of all liens, encumbrances, security interests, charges or claims(collectively, “**Liens**”).

## (l)                                     *Ownership of the General Partner Interest in thePartnership*.  At each DeliveryDate, the General Partner will be the sole general partner of the Partnershipand will have a non-economic interest in the Partnership; such generalpartner interest will be

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## dulyauthorized and validly issued in accordance with the Partnership Agreement andthe General Partner will own such general partner interest free and clear ofall Liens (except restrictions on transferability described in the PricingDisclosure Package and encumbrances arising under the Delaware LP Act).

## (m)                               *Ownership of the Contributing Party Units*.  At each Delivery Date, after giving effect tothe Transactions and this offering of Units, Continental Holdings will own9,097,337 Common Units; DST Trust will own 2,945,855 Common Units; HJ Trustwill own 1,963,674 Common Units; Equity Financial will own 104,457 CommonUnits; Mr. Moeder will own 158,873 Common Units and 155,695 Class B Units;and Mr. Maples will own 79,772 Common Units and 94,337 Class B Units. Suchlimited partner interests (collectively, the “**ContributingParty Units**”) will be duly authorized and validly issued inaccordance with the Partnership Agreement and will be fully paid (to the extentrequired under the Partnership Agreement) and nonassessable (except as suchnonassessability may be affected by matters described in the Prospectus underthe caption “Material Provisions of the Partnership Agreement of HilandHoldings GP, LP – Limited Liability” or by Sections 17-303, 17-607and 17-804 of the Delaware Revised Uniform Limited Partnership Act (the “**Delaware LP Act**”).

## (n)                                 *Ownership of MLP GP by the Partnership*.  At each Delivery Date, the Partnership andHiland Inc. will be the members of MLP GP and collectively will own 100%of the issued and outstanding limited liability company interests in theMLP GP; such limited liability company interests have been duly authorizedand validly issued in accordance with the MLP GP LLC Agreementand are fully paid (to the extent required under the MLP GP LLCAgreement) and nonassessable (except as such nonassessability may be affectedby matters described in Section 18-607 of the Delaware LLC Act); and thePartnership and Hiland Inc. own such limited liability company interests freeand clear of all Liens, except for Liens created pursuant to the CreditFacility.

## (o)                                 *Ownership of the General Partner Interest in the MLPand Incentive Distribution Rights by the MLP GP*. TheMLP GP is the sole general partner of the MLP and owns a 2% generalpartner interest in the MLP and all of the Incentive Distribution Rights; suchgeneral and limited partner interests have been duly authorized and validlyissued in accordance with the Limited Partnership Agreement of the MLP (asamended to date, the “**MLP PartnershipAgreement**”) and are fully paid (to the extent required under the MLPPartnership Agreement) and, in the case of the Incentive Distribution Rights,nonassessable (except as such nonassessability may be affected by mattersdescribed in the most recent Preliminary Prospectus under the caption “MaterialProvisions of the Partnership Agreement of Hiland Holdings GP, LP—LimitedLiability” or by Sections 17-303, 17-607 and 17-804 of the Delaware LPAct); and the MLP GP owns such general and limited partner interests freeand clear of all Liens, except, in the case of the 2% general partner interestin the MLP, for encumbrances arising under the Delaware LP Act.

## (p)                                 *Ownership of MLP Common Units and Sub Units by thePartnership*.  At each DeliveryDate, the Partnership will own 1,301,471 MLP Common Units and 4,080,000 MLP SubUnits; such limited partner interests have been duly authorized and

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## validly issuedin accordance with the MLP Partnership Agreement and are fully paid (to theextent required under the MLP Partnership Agreement) and nonassessable (exceptas such nonassessability may be affected by matters described in the Prospectusunder the caption “Material Provisions of the Partnership Agreement of HilandPartners, LP – Limited Liability” or by Sections 17-303, 17-607 and17-804 of the Delaware LP Act); and the Partnership will own such limitedpartner interests free and clear of all Liens, except for Liens createdpursuant to the Credit Facility.

## (q)                                 *Ownership of the MLP Subsidiaries*.  The MLP, directly or indirectly, owns 100% ofthe limited liability company interests or partnership interests, as the casemay be, in Hiland Operating, LLC, a Delaware limited liability company (the “**Operating Company**”), Hiland Partners, LLC,an Oklahoma limited liability company (“**Hiland**”),Hiland Energy Partners, LLC, a Delaware limited liability company (“**New****Hiland**”),Hiland GP, LLC, a Delaware limited liability company (“**GP Subsidiary**”), Hiland LP, LLC, a Delawarelimited liability company (“**LP Subsidiary**”)and Continental Gas Operating, LP, an Oklahoma limited partnership (“**Continental**”) (collectively, the “**MLP Subsidiaries**” and, excluding Continental and Hiland, the “**Delaware MLP Subsidiaries”**) free and clearof all Liens, except for Liens created pursuant to the Revolving Loan CreditAgreement dated as of February 15, 2005 among the Operating Company, thelenders party thereto and MidFirst Bank as administrative agent, as amended bythe First Amendment to Credit Facility dated as of September 26, 2005 among theOperating Company and the other parties thereto, and the Second Amendment toCredit Facility dated June 6, 2006 among the Operating Company and the otherparties thereto (together, the “**MLP CreditFacility**”). Such limited liability company interests or partnershipinterests, as the case may be, have been duly authorized and validly issued inaccordance with the limited liability company or limited partnershipagreements, as the case may be, of the respective Subsidiaries, and are fullypaid (to the extent required under their respective limited liability companyagreement or limited partnership agreement) and non-assessable (except assuch nonassessability may be affected by Section 18-607 of the DelawareLLC Act, in the case of a Delaware limited liability company, or Sections 17-303,17-607 or 17-804 of the Delaware LP Act, in the case of a Delawarelimited partnership).

## (r)                                    *No Other Subsidiaries*.  The General Partner does not have anysubsidiaries (other than the entities listed on Schedule III hereto) which,individually or considered as a whole, would be deemed to be a significantsubsidiary (as such term is defined in Section 1-02(w) of Regulation S-Xof the Securities Act). The Partnership does not have any subsidiaries (otherthan the entities listed on Schedule III hereto) which, individually orconsidered as a whole, would be deemed to be a significant subsidiary (as suchterm is defined in Section 1-02(w) of Regulation S-X of theSecurities Act).

## (s)                                  *Capitalization*.  At each Delivery Date, after giving effect tothe Offering, and assuming no exercise of the Option described inSection 2 hereof, the issued and outstanding Common Units of thePartnership will consist of 21,612,000 Common Units (including 14,600,000Contributing Party Units and 12,000 Common Units held by certain non-employeedirectors of the General Partner (the “**DirectorUnits**”)). Other

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## than theContributing Party Units and the Director Units, the Units will be the onlylimited partner interests of the Partnership issued or outstanding at eachDelivery Date.

## (t)                                    *Valid Issuance of the Units*.  At each Delivery Date or the Option UnitDelivery Date (as defined in Section 4 hereof), as the case may be, theFirm Units or the Option Units, as the case may be, and the limited partnerinterests represented thereby, will be duly authorized in accordance with thePartnership Agreement and, when issued and delivered to the Underwritersagainst payment therefor in accordance with this Agreement, will be duly andvalidly issued, fully paid (to the extent required under the PartnershipAgreement) and nonassessable (except as such nonassessability may be affectedby matters described in the Prospectus under the caption “Material Provisionsof the Partnership Agreement of Hiland Holdings GP, LP—Limited Liability” or bySections 17-303, 17-607 and 17-804 of the Delaware LP Act).

## (u)                                 *No Preemptive Rights, Registration Rights or Options*.  Except as identified in the most recentPreliminary Prospectus, there are no (i) preemptive rights or other rights tosubscribe for or to purchase, nor any restriction upon the voting or transferof any equity securities of any of the Hiland Entities or (ii) outstandingoptions or warrants to purchase any securities of any of the Hiland Entities.Except for such rights that have been waived or as described in the most recentPreliminary Prospectus, neither the filing of the Registration Statement northe offering or sale of the Units as contemplated by this Agreement gives rise toany rights for or relating to the registration of any Units or other securitiesof any of the Hiland Entities.

## (v)                                 *Authority and Authorization*.  The Partnership has all requisite partnershippower and authority to issue, sell and deliver (i) the Units, in accordancewith and upon the terms and conditions set forth in this Agreement and thePartnership Agreement and (ii) the Contributing Party Units, in accordance withan upon the terms and conditions set forth in the Partnership Agreement and theContribution Agreement. At each Delivery Date, all corporate, partnership andlimited liability company action, as the case may be, required to be taken byany of the Hiland Entities or any of their respective unitholders,stockholders, members or partners for the authorization, issuance, sale anddelivery of the Units and the Contributing Party Units, the execution anddelivery of the Operative Agreements and the consummation of the transactions(including the Transactions) contemplated by this Agreement and the OperativeAgreements, shall have been validly taken.

## (w)                               *Authorization, Execution and Delivery of thisAgreement*.  This Agreement hasbeen duly authorized and validly executed and delivered by each of the HilandParties party hereto.

## (x)                                   *Authorization, Execution, Delivery and Enforceabilityof Certain Agreements*.  Ateach Delivery Date:

### (i)                                     TheTransaction Documents will have been duly authorized, executed and delivered bythe parties thereto and each will be a valid and legally binding

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### agreement ofthe parties thereto, enforceable against such parties in accordance with itsterms;

### (ii)                                  thePartnership Agreement will have been duly authorized, executed and delivered bythe General Partner and will be a valid and legally binding agreement of theGeneral Partner, enforceable against the General Partner in accordance with itsterms; and

### (iii)                               theGP LLC Agreement will have been duly authorized, executed and delivered byHH GP Holding, Mr. Moeder and Mr. Maples and will be a valid andlegally binding agreement of HH GP Holding, Mr. Moeder andMr. Maples, enforceable against each of them in accordance with its terms;

### (iv)                              theMLP GP LLC Agreement will have been duly authorized, executed anddelivered by the Partnership and Hiland Inc. and will be a valid and legallybinding agreement of the Partnership and Hiland Inc., enforceable against eachof them in accordance with its terms;

*provided, however, that*, withrespect to each agreement described in this Section 1(x), the enforceabilitythereof may be limited by bankruptcy, insolvency, fraudulent transfer orconveyance, reorganization, moratorium and similar laws relating to oraffecting creditors’ rights generally and by general principles of equity(regardless of whether such enforceability is considered in a proceeding inequity or at law); and *provided further*that the indemnity, contribution and exoneration provisions contained in anysuch agreements may be limited by applicable laws relating to fiduciary duties,public policy and an implied covenant of good faith and fair dealing.

## (y)                                 *Authorization, Execution and Enforceability ofCertain MLP Agreements*.  As ofeach Delivery Date:

### (i)                                     theMLP Partnership Agreement has been duly authorized, executed and delivered byMLP GP and is a valid and legally binding agreement of MLP GP,enforceable against MLP GP in accordance with its terms; and

### (ii)                                  thelimited liability company agreement of the Operating Company (the “**Operating Company LLC Agreement**”) has beenduly authorized, executed and delivered by the MLP GP, acting in itscapacity as general partner of the MLP, and is a valid and legally bindingagreement, enforceable against the MLP in accordance with its terms;

*provided,however, that* the enforceability of each agreement describedin this Section 1(y) may be limited by bankruptcy, insolvency, fraudulenttransfer or conveyance, reorganization, moratorium and similar laws relating toor affecting creditors’ rights generally and by general principles of equity(regardless of whether such enforceability is considered in a proceeding inequity or at law); and *provided further*that the indemnity, contribution and exoneration provisions contained in any ofsuch agreements may be limited by applicable laws relating to fiduciary duties,public policy and an implied covenant of good faith and fair dealing.

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## (z)                                   *Sufficiency of the Contribution Documents*.  The Contribution Documents will be legallysufficient to transfer or convey to the Partnership all equity interests in theMLP as contemplated by the most recent Preliminary Prospectus and theProspectus, subject to the conditions, reservations and limitations containedin the Contribution Agreement and those set forth in the most recentPreliminary Prospectus and the Prospectus.

## (aa)                            *No Conflicts*.  None of the offering, issuance and sale bythe Partnership of the Units, the execution, delivery and performance of thisAgreement or the Operative Agreements by the Hiland Entities party hereto orthereto or the consummation of the transactions contemplated hereby and thereby(including the Transactions) (i) conflicts or will conflict with or constitutesor will constitute a violation of the partnership agreement, limited liabilitycompany agreement, certificate of formation or conversion, certificate orarticles of incorporation, bylaws or other constituent document of any of theHiland Entities, (ii) conflicts or will conflict with or constitutes or willconstitute a breach or violation of, or a default (or an event that, withnotice or lapse of time or both, would constitute such a default) under anyindenture, mortgage, deed of trust, loan agreement, lease or other agreement orinstrument to which any of the Hiland Entities is a party or by which any ofthem or any of their respective properties may be bound, (iii) violates or willviolate any statute, law or regulation or any order, judgment, decree orinjunction of any court or governmental agency or body directed to any of theHiland Entities or any of their properties in a proceeding to which any of themor their property is a party or (iv) results or will result in the creation orimposition of any Lien upon any property or assets of any of the HilandEntities (other than Liens created pursuant to the Credit Facility), whichconflicts, breaches, violations, defaults or Liens, in the case of clauses(ii), (iii) or (iv), would, individually or in the aggregate, have a MaterialAdverse Effect or materially impair the ability of any of the Hiland Entitiesto consummate the transactions (including the Transactions) provided for in thisAgreement or the Operative Agreements.

## (bb)                          *No Defaults*.  None of the Hiland Entities is in (i)violation of its agreement of limited partnership, limited liability companyagreement, certificate of incorporation or bylaws or other organizationaldocuments, or of any law, statute, ordinance, administrative or governmentalrule or regulation applicable to it or of any decree of any court orgovernmental agency or body having jurisdiction over it or (ii) breach, default(or an event which, with notice or lapse of time or both, would constitute suchan event) or violation in the performance of any obligation, agreement orcondition contained in any bond, debenture, note or any other evidence ofindebtedness or in any agreement, indenture, lease or other instrument to whichit is a party or by which it or any of its properties may be bound, whichbreach, default or violation would, if continued, reasonably be expected tohave a Material Adverse Effect or could materially impair the ability of any ofthe Hiland Parties to perform its obligations under this Agreement.

## (cc)                            *No Consents*.  No permit, consent, approval, authorization,order, registration, filing or qualification of or with any court, governmentalagency or body having jurisdiction over any of the Hiland Entities is requiredin connection with the offering, issuance or sale by the Partnership of theUnits, application of the proceeds therefrom as described under “Use ofProceeds” in the most recent Preliminary

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## Prospectus,execution and delivery of this Agreement or the Operative Agreements by theHiland Entities party hereto or thereto and consummation by such HilandEntities of the transactions contemplated hereby and thereby (including theTransactions), except for (i) the registration of the sale of the Units underthe Securities Act and such permits, consents, approvals and similarauthorizations as may be required under the Securities Exchange Act of 1934(the “Exchange Act) and state securities or “Blue Sky” laws in connection withthe purchase and distribution of the Units by the Underwriters, (ii) suchconsents that have been, or prior to the Delivery Date will be, obtained, (iii)such consents that, if not obtained, would not, individually or in theaggregate, have a Material Adverse Effect and (iv) as disclosed in the mostrecent Preliminary Prospectus.

## (dd)                          *Conformity of Units to Description in the most recentPreliminary Prospectus and Prospectus*.  The Units, when issued and delivered inaccordance with the terms of the Partnership Agreement and this Agreementagainst payment therefor as provided therein and herein, will conform in allmaterial respects to the description thereof contained in the most recentPreliminary Prospectus and Prospectus.

## (ee)                            *Conformity of Class B Units to Description in themost recent Preliminary Prospectus and Prospectus*.  The Class B Units, when issued and deliveredin accordance with the terms of the Partnership Agreement and this Agreementagainst payment therefor as provided therein and herein, will conform in allmaterial respects to the description thereof contained in the most recentPreliminary Prospectus and Prospectus.

## (ff)                                *No Integration*.  The Partnership has not sold or issued anysecurities that would be integrated with the offering of the Units contemplatedby this Agreement pursuant to the Securities Act, the Rules and Regulations orthe interpretations thereof by the Commission.

## (gg)                          *No Material Adverse Change*.  None of the Hiland Entities has sustained,since the date of the latest audited financial statements included in the mostrecent Preliminary Prospectus, any loss or interference with its business fromfire, explosion, flood or other calamity, whether or not covered by insurance,or from any labor dispute or court or governmental action, order or decree, andsince such date, there has not been any change in the capitalization orincrease in the long-term debt of any of the Hiland Entities or anyadverse change, or any development involving a prospective adverse change, inor affecting the condition (financial or otherwise), results of operations,securityholders’ equity, properties, management, business or prospects of theHiland Parties taken as a whole or the Hiland MLP Parties taken as a whole, ineach case except as could not, individually or in the aggregate, reasonably beexpected to have a Material Adverse Effect. Since the date of the latestaudited financial statements included in the most recent PreliminaryProspectus, none of the Hiland Entities has incurred any liability orobligation, direct, indirect or contingent, or entered into any transactions,not in the ordinary course of business, that, individually or in the aggregate,is material to the Hiland Parties taken as a whole or the Hiland MLP Partiestaken as a whole, otherwise than as set forth or contemplated in theProspectus.

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## (hh)                          *Conduct of Business*.  Since the date as of which information isgiven in the most recent Preliminary Prospectus, none of the Hiland Entitieshas (i) incurred any liability or obligation, direct or contingent, other thanliabilities and obligations that were incurred in the ordinary course ofbusiness, (ii) entered into any material transaction not in the ordinary courseof business or (iii) declared, paid or made any dividend or distribution on anyclass of security.

## (ii)          *Financial Statements*.  The historical financial statements(including the related notes and supporting schedules) included in the mostrecent Preliminary Prospectus comply as to form in all material respects withthe requirements of Regulation S-X under the Securities Act and presentfairly in all material respects the financial condition, results of operationsand cash flows of the entities purported to be shown thereby at the dates orfor the periods indicated and have been prepared in conformity with accountingprinciples generally accepted in the United States applied on a consistentbasis throughout the periods involved. The summary historical and pro formafinancial and operating data included in the most recent Preliminary Prospectusunder the caption “Summary—Summary Historical and Pro Forma Financial andOperating Data” in the most recent Preliminary Prospectus and the selectedhistorical and pro forma financial and operating data set forth under thecaption “Selected Historical and Pro Forma Financial and Operating Data”included in the most recent Preliminary Prospectus are accurately presented inall material respects and prepared on a basis consistent with the audited andunaudited historical financial statements and pro forma financial statements,as applicable, from which they have been derived.

## (jj)                                  *Pro Forma Financial Statements*.  The pro forma financial statements includedin the most recent Preliminary Prospectus include assumptions that provide areasonable basis for presenting the significant effects directly attributableto the transactions and events described therein, the related pro formaadjustments give appropriate effect to those assumptions, and the pro formaadjustments reflect the proper application of those adjustments to thehistorical financial statement amounts in the pro forma financial statementsincluded in the most recent Preliminary Prospectus. The pro forma financialstatements included in the most recent Preliminary Prospectus comply as to formin all material respects with the applicable requirements of Regulation S-Xunder the Act.

## (kk)                            *Statistical and Market-Related Data*.  The statistical and market-related dataincluded under the captions “Prospects Summary—Hiland Partners, LP,” “Management’sDiscussion and Analysis of Financial Condition and Results of Operations” and “Businessof Hiland Partners, LP” in the most recent Preliminary Prospectus and theconsolidated financial statements of the Partnership, the General Partner, theMLP GP, their respective consolidated subsidiaries and net assets acquiredfrom Hiland Partners, LLC by the MLP included in the most recentPreliminary Prospectus are based on or derived from sources that the HilandParties believe to be reliable and accurate in all material respects.

## (ll)                                  *Independent Public Accountants*.  Grant Thornton LLP, who has certified certainfinancial statements of the Partnership, the General Partner, the MLP GP,their

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## respective consolidated subsidiaries and netassets acquired from Hiland Partners, LLC by the MLP, whose report appearsin the most recent Preliminary Prospectus and the Prospectus and who hasdelivered the initial letter referred to in Section 7(g) hereof, is anindependent registered public accounting firm as required by the Securities Actand the Rules and Regulations.

## (mm)                      *Title to Properties*.  At each Delivery Date, each of the HilandEntities will have good and indefeasible title to all real property and goodtitle to all personal property described in the most recent Preliminary Prospectusto be owned by it, free and clear of all Liens, except (i) as described, andsubject to the limitations contained, in the most recent PreliminaryProspectus, (ii) that arise under the Credit Facility or the MLP CreditFacility, (iii) Liens or security interests securing indebtednessexpressly assumed by any of the Hiland Entities pursuant to the TransactionDocuments or (iv) as do not materially interfere with the use of suchproperties as they have been used in the past and are proposed to be used inthe future as described in the most recent Preliminary Prospectus; *provided*that, with respect to any realproperty and buildings held under lease by any of the Hiland Entities, suchreal property and buildings are held under valid and subsisting and enforceableleases with such exceptions as do not materially interfere with the use of theproperties leased by Hiland Parties taken as a whole or the Hiland MLP Partiestaken as a whole as they have been used in the past and are proposed to be usedin the future as described in the most recent Preliminary Prospectus.

## (nn)                          *Rights-of-Way*.  At each Delivery Date, each of the HilandEntities will have such easements, rights-of-way, permits orlicenses from each person (collectively, “**rights-of-way**”)and consents with respect to the transfer of any of the foregoing, as arenecessary to conduct its business in the manner described, and subject to thelimitations contained, in the Prospectus, except for (i) qualifications,reservations and encumbrances as may be set forth in the Prospectus that couldnot reasonably be expected to have a Material Adverse Effect and (ii) suchrights-of-way or consents that, if not obtained, could not have,individually or in the aggregate, a Material Adverse Effect; other than as setforth, and subject to the limitations contained, in the Prospectus, each of theHiland Entities has, or upon consummation of the Transactions at the ClosingDate will have, fulfilled and performed all of its material obligations withrespect to such rights-of-way or consents, and no event hasoccurred that allows, or after notice or lapse of time would allow, revocationor termination thereof or would result in any impairment of the rights of theholder of any such rights-of-way or consents, except for such revocations,terminations and impairments that could not reasonably be expected to have aMaterial Adverse Effect; and, except as described in the most recentPreliminary Prospectus, none of such rights-of-way or consentscontains any restriction that is materially burdensome to the Hiland Partiestaken as a whole or the Hiland MLP Parties taken as a whole.

## (oo)                          *Insurance*. The Hiland Entities maintain insurance covering their properties,operations, personnel and businesses against such losses and risks as arereasonably adequate to protect them and their businesses in a manner consistentwith other businesses similarly situated. None of the Hiland Entities hasreceived notice from any insurer or agent of such insurer that material capitalimprovements or other material expenditures will have to be made in order tocontinue such insurance, and all such

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## insurance isoutstanding and duly in force on the date hereof and will be outstanding andduly in force on each Delivery Date.

## (pp)                          *Investment Company*.  None of the Hiland Entities is, and as of theapplicable Delivery Date and, after giving effect to the offer and sale of theUnits and the application of the proceeds therefrom as described under “Use ofProceeds” in the most recent Preliminary Prospectus and the Prospectus, none ofthem will be, (i) an “investment company” within the meaning of such term underthe Investment Company Act of 1940, as amended (the “**Investment Company Act**”), and the rules and regulations of theCommission thereunder or (ii) a “business development company” (as defined inSection 2(a)(48) of the Investment Company Act).

## (qq)                          *Litigation*.  Except as described in the most recentPreliminary Prospectus, there is (i) no action, suit or proceeding before or byany court, arbitrator or governmental agency, body or official, domestic orforeign, now pending or, to the knowledge of any of the Hiland Parties,threatened, to which any of the Hiland Entities is or may be a party or towhich the business or property of any of the Hiland Entities is or may besubject, (ii) no statute, rule, regulation or order that has been enacted,adopted or issued by any governmental agency and (iii) no injunction,restraining order or order of any nature issued by a federal or state court orforeign court of competent jurisdiction to which any of the Hiland Entities isor may be subject, that, in the case of clauses (i), (ii) and (iii) above, isreasonably expected to (A) individually or in the aggregate reasonably beexpected to have a Material Adverse Effect, (B) prevent or result in thesuspension of the offering and issuance of the Units, or (C) in any manner drawinto question the validity of this Agreement.

## (rr)                                *Legal Proceedings or Contracts to be Described orFiled*.  There are no legal orgovernmental proceedings or contracts or other documents of a characterrequired to be described in the Registration Statement or the most recentPreliminary Prospectus or, in the case of documents, to be filed as exhibits tothe Registration Statement, that are not described and filed as required.Statements made in the most recent Preliminary Prospectus under the captions “Management’sDiscussion and Analysis of Financial Condition and Results of Operations” and “Businessof Hiland Partners, LP” insofar as they purport to constitute summaries of theterms of statutes, rules or regulations, legal or governmental proceedings orcontracts and other documents, constitute accurate summaries of the terms ofsuch statutes, rules and regulations, legal and governmental proceedings andcontracts and other documents in all material respects.

## (ss)                            *Certain Relationships and Related Transactions*.  Except as described in the most recentPreliminary Prospectus, no relationship, direct or indirect, exists between anyof the Hiland Parties, on the one hand, and any of the Hiland MLP Parties, onthe other hand, or among any of the Hiland Entities, on the one hand, and thedirectors, officers, unitholders, customers or suppliers of any of the HilandEntities, on the other hand, that is required to be described in the mostrecent Preliminary Prospectus or the Prospectus which is not so described.

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## (tt)                                *No Labor Dispute*.  No labor disturbance by the employees of anyof the Hiland Entities exists or, to the knowledge of any of the HilandParties, is imminent that could reasonably be expected to have a MaterialAdverse Effect.

## (uu)                          *Tax Returns*.  Each of the Hiland Entities has filed (or hasobtained extensions with respect to) all material federal, state, local andforeign income and franchise tax returns required to be filed through the datehereof, which returns are complete and correct in all material respects, andhas timely paid all taxes due thereon, other than those (i) which are beingcontested in good faith and for which adequate reserves have been establishedin accordance with generally accepted accounting principles or (ii) which, ifnot paid, would not have a Material Adverse Effect.

## (vv)                          *Books and Records; Internal Controls*.  Each of the Hiland Parties and Hiland MLPParties (i) makes and keeps books, records and accounts, which, in reasonabledetail, accurately and fairly reflect the transactions and dispositions ofassets and (ii) maintains systems of internal accounting controls sufficient toprovide reasonable assurances that (A) transactions are executed in accordancewith management’s general or specific authorization; (B) transactions arerecorded as necessary to permit preparation of financial statements inconformity with generally accepted accounting principles and to maintain accountabilityfor assets; (C) access to assets is permitted only in accordance withmanagement’s general or specific authorization; and (D) the recordedaccountability for assets is compared with existing assets at reasonableintervals and appropriate action is taken with respect to any differences.

## (ww)                      *Disclosure Controls and Procedures*.  (i) The Hiland Parties and the Hiland MLPParties have established and maintains disclosure controls and procedures (assuch term is defined in Rule 13a-15 under the Exchange Act), (ii) suchdisclosure controls and procedures are designed to ensure that the informationrequired to be disclosed by the Partnership in the reports they file or willfile or submit under the Exchange Act, as applicable, is accumulated and communicatedto management of the Hiland Parties and the Hiland MLP Parties, including theirrespective principal executive officers and principal financial officers, asappropriate, to allow timely decisions regarding required disclosure to be madeand (iii) such disclosure controls and procedures are effective in all materialrespects to perform the functions for which they were established.

## (xx)                              *No Changes in Internal Controls*.  Since the date of the most recent balancesheet of MLP GP and its consolidated subsidiaries reviewed or audited byGrant Thornton LLP and the audit committee of the board of directors ofMLP GP, (i) none of the Hiland Entities has been advised of (A) anysignificant deficiencies in the design or operation of internal controls overfinancial reporting that are reasonably likely to adversely affect the abilityof any such entities to record, process, summarize and report financial data,or any material weaknesses in internal controls over financial reporting, or(B) any fraud, whether or not material, that involves management or otheremployees who have a significant role in the internal controls over financialreporting of any such entity, and (ii) since that date, there have been nosignificant changes in internal controls over financial reporting or in otherfactors that could significantly affect internal controls

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## over financialreporting, including any corrective actions with regard to significantdeficiencies and material weaknesses.

## (yy)                          *Sarbanes-Oxley Act of 2002*.  The Partnership is in compliance in allmaterial respects with all applicable provisions of the Sarbanes-OxleyAct of 2002 and the rules and regulations of the SEC and the NASDAQ GlobalMarket pertaining thereto.

## (zz)                              *Permits*. Each of the Hiland Parties and Hiland MLP Parties has such permits,consents, licenses, franchises, certificates and authorizations of governmentalor regulatory authorities (“**permits**”)as are necessary to own its properties and to conduct its business in themanner described in the most recent Preliminary Prospectus, subject to suchqualifications as may be set forth in the most recent Preliminary Prospectusand except for such permits which, if not obtained, could not have,individually or in the aggregate, a Material Adverse Effect; each of Hiland Entitieshas fulfilled and performed all its material obligations due to have beenfulfilled and performed with respect to such permits by such date, and no eventhas occurred that allows, or after notice or lapse of time would allow,revocation or termination thereof or results in any impairment of the rights ofthe holder of any such permit, except for such revocations, terminations andimpairments that could not reasonably be expected to have a Material AdverseEffect; and, except as described in the most recent Preliminary Prospectus,none of such permits contains any restriction that is materially burdensome tothe Hiland Parties taken as a whole or the Hiland MLP Parties taken as a whole.

## (aaa)                      *Environmental Compliance*.  Except as specifically described in the mostrecent Preliminary Prospectus, each of Hiland Entities (i) is in compliancewith any and all applicable federal, state and local laws and regulationsrelating to the protection of human health and safety and the environment orimposing liability or standards of conduct concerning any Hazardous Materials(as defined below) (“**Environmental Laws**”),(ii) has received all permits required of them under applicable EnvironmentalLaws to conduct their respective businesses, (iii) is in compliance with allterms and conditions of any such permits and (iv) does not have any liabilityin connection with the release into the environment of any Hazardous Material,except where such noncompliance with Environmental Laws, failure to receiverequired permits, failure to comply with the terms and conditions of suchpermits or liability in connection with such releases could not, individuallyor in the aggregate, reasonably be expected to have a Material AdverseEffect.  The term “**Hazardous Material**” means (A) any “hazardoussubstance” as defined in the Comprehensive Environmental Response, Compensationand Liability Act of 1980, as amended, (B) any “hazardous waste” as defined inthe Resource Conservation and Recovery Act, as amended, (C) any petroleum orpetroleum product, (D) any polychlorinated biphenyl and (E) any pollutant orcontaminant or hazardous, dangerous or toxic chemical, material, waste orsubstance regulated under or within the meaning of any other Environmental Law.

## (bbb)                   *No Foreign Operations.*  None of the Hiland Entities conducts businessoperations outside the United States.

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## (ccc)                      *Directed Unit Sales*.  None of the Directed Units distributed inconnection with the Directed Unit Program (each as defined in Section 3)will be offered or sold outside of the United States.  The Partnership has not offered, or causedLehman Brothers Inc. to offer, Units to any person pursuant to the DirectedUnit Program with the specific intent to unlawfully influence (i) a customer orsupplier of any of the Hiland Entities to alter the customer’s or supplier’slevel or type of business with any such entity or (ii) a trade journalist orpublication to write or publish favorable information about any of the HilandEntities, or their respective businesses or products.

## (ddd)                   *No Distribution of Other Offering Materials*.  None of the Hiland Entities has distributedand, prior to the later to occur of any Delivery Date and completion of thedistribution of the Units, will distribute any offering material in connectionwith the offering and sale of the Units other than any Preliminary Prospectus,the Prospectus, any Issuer Free Writing Prospectus to which the Representativehas consented in accordance with Section 1(h) or 5(a)(v) and, in connectionwith the Directed Unit Program described in Section 3, the enrollmentmaterials prepared by Lehman Brothers Inc.

## (eee)                      *Market Stabilization*.  The Partnership has not taken and will nottake, directly or indirectly, any action designed to or that has constituted orthat could reasonably be expected to cause or result in the stabilization ormanipulation of the price of any security of the Partnership or the MLP tofacilitate the sale or resale of the Units.

## (fff)                            *Inclusion in the NASDAQ Global Market*.  The Units have been approved for quotation onThe NASDAQ Global Market LLC, subject to official notice of issuance.

Any certificate signed by any officer of the HilandParties and delivered to the Representative or counsel for the Underwriters inconnection with the offering of the Units shall be deemed a representation andwarranty by such entity, as to matters covered thereby, to each Underwriter.

# 2.                                       *Purchase of the Units by the Underwriters*.  On the basis of the representations andwarranties contained in, and subject to the terms and conditions of, thisAgreement, the Partnership agrees to sell the Firm Units to the severalUnderwriters, and each of the Underwriters, severally and not jointly, agreesto purchase the number of Firm Units set forth opposite that Underwriter’s namein Schedule I hereto.  The respectivepurchase obligations of the Underwriters with respect to the Firm Units shallbe rounded among the Underwriters to avoid fractional Units, as theRepresentative may determine.

In addition, the Partnership grants to the Underwritersan option to purchase up to 1,050,000 Option Units.  Such option (the “**Option**”)is exercisable in the event that the Underwriters sell more Common Units thanthe number of Firm Units in the offering and as set forth in Section 4hereof. Each Underwriter agrees, severally and not jointly, to purchase thenumber of Option Units (subject to such adjustments to eliminate fractionalUnits as the Representative may determine) that bears the same proportion tothe total number of Option Units to be sold on such Delivery Date as the numberof Firm Units set forth in Schedule I hereto opposite the name of suchUnderwriter bears to the total number of Firm Units.

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The price of the Firm Units and any Option Unitspurchased by the Underwriters shall be $17.39 per Common Unit.

The Partnership shall not be obligated to deliver anyof the Firm Units or Option Units to be delivered on the applicable DeliveryDate, except upon payment for all such Units to be purchased on such DeliveryDate as provided herein.

# 3.             *Offeringof Units by the Underwriters*. Upon authorization by the Representative of the release of the FirmUnits, the several Underwriters propose to offer the Firm Units for sale uponthe terms and conditions to be set forth in the Prospectus.

It is understood that 350,000 Firm Units (the “**Directed Units**”) initially will be reserved by the severalUnderwriters for offer and sale upon the terms and conditions to be set forthin the most recent Preliminary Prospectus and in accordance with the rules andregulations of the National Association of Securities Dealers, Inc. (the “**NASD**”) to directors, officers and employees of the GeneralPartner and its affiliates (“**Directed Unit Participants**”)who have heretofore delivered to Lehman Brothers Inc. offers to purchase FirmUnits in form satisfactory to Lehman Brothers Inc. (such program, the “**Directed Unit Program**”) and that any allocation of such FirmUnits among such persons will be made in accordance with timely directionsreceived by Lehman Brothers Inc. from the Partnership; *provided*thatunder no circumstances will Lehman Brothers Inc. or any Underwriter be liableto the Partnership or to any such person for any action taken or omitted ingood faith in connection with such Directed Unit Program. It is furtherunderstood that any Directed Units not affirmatively reconfirmed for purchaseby any participant in the Directed Unit Program by 9:00 a.m., New YorkCity time, on the first business day following the date hereof or otherwise arenot purchased by such persons will be offered by the Underwriters to the publicupon the terms and conditions set forth in the most recent PreliminaryProspectus.

The Partnership agrees to pay all fees anddisbursements incurred by the Underwriters in connection with the Directed UnitProgram and any stamp duties or other taxes incurred by the Underwriters inconnection with the Directed Unit Program.

# 4.             *Deliveryof and Payment for the Units*. Delivery of and payment for the Firm Units shall be made at 10:00 A.M.,New York City time, on September 25, 2006 or at such other date or placeas shall be determined by agreement between the Representative and thePartnership. This date and time are sometimes referred to as the “**Initial Delivery Date**.” Delivery of the Firm Units shall bemade to the Representative for the account of each Underwriter against paymentby the several Underwriters through the Representative and of the respectiveaggregate purchase prices of the Firm Units being sold by the Partnership to orupon the order of the Partnership of the purchase price by wire transfer inimmediately available funds to the accounts specified by the Partnership. Timeshall be of the essence, and delivery at the time and place specified pursuantto this Agreement is a further condition of the obligation of each Underwriterhereunder. The Partnership shall deliver the Firm Units through the facilitiesof The Depository Trust Company unless the Representative shall otherwiseinstruct.

The Option granted in Section 2 will expire 30days after the date of this Agreement and may be exercised in whole or fromtime to time in part by written notice being

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given to the Partnershipby the Representative; *provided*thatif such date falls on a day that is not a business day, the Option granted inSection 2 will expire on the next succeeding business day. Such noticeshall set forth the aggregate number of Option Units as to which the option isbeing exercised, the names in which the Option Units are to be registered, thedenominations in which the Option Units are to be issued and the date and time,as determined by the Representative, when the Option Units are to be delivered;*provided, however*, that this date and timeshall not be earlier than the Initial Delivery Date nor earlier than the secondbusiness day after the date on which the Option shall have been exercised norlater than the fifth business day after the date on which the Option shall havebeen exercised. Each date and time the Option Units are delivered is sometimesreferred to as an “**Option Unit Delivery Date**,”and the Initial Delivery Date and any Option Unit Delivery Date are sometimeseach referred to as a “**Delivery Date**.”

Delivery of the Option Units by the Partnership andpayment for the Option Units by the several Underwriters through theRepresentative shall be made at 10:00 A.M., New York City time, on the datespecified in the corresponding notice described in the preceding paragraph orat such other date or place as shall be determined by agreement between theRepresentative and the Partnership. On the Option Unit Delivery Date, thePartnership shall deliver or cause to be delivered the Option Units to theRepresentative for the account of each Underwriter against payment by theseveral Underwriters through the Representative and of the respective aggregatepurchase prices of the Option Units being sold by the Partnership to or uponthe order of the Partnership of the purchase price by wire transfer inimmediately available funds to the accounts specified by the Partnership. Timeshall be of the essence, and delivery at the time and place specified pursuantto this Agreement is a further condition of the obligation of each Underwriterhereunder. The Partnership shall deliver the Option Units through thefacilities of Depository Trust Company unless the Representative shallotherwise instruct.

# 5.             *FurtherAgreements of the Hiland Parties*.

## (a)           Each of the Hiland Parties, jointlyand severally, covenants and agrees to cause the Partnership:

### (i)            *Preparation of Prospectusand Registration Statement*. To prepare the Prospectus in a form approved by the Representative andto file such Prospectus pursuant to Rule 424(b) of the Rules and Regulationswithin the time period prescribed by the rule; to make no further amendment orany supplement to the Registration Statement or the Prospectus prior to thelast Delivery Date except as provided herein; to advise the Representative,promptly after it receives notice thereof, of the time when any amendment orsupplement to the Registration Statement or the Prospectus has been filed andto furnish the Representative with copies thereof; to advise theRepresentative, promptly after it receives notice thereof, of the issuance bythe Commission of any stop order or of any order preventing or suspending theuse of the Prospectus or any Issuer Free Writing Prospectus, of the suspensionof the qualification of the Units for offering or sale in any jurisdiction, ofthe initiation or threatening of any proceeding or examination for any suchpurpose or of any request by the Commission for the amending or supplementingof the Registration Statement, the Prospectus or any Issuer Free WritingProspectus or for additional information; and, in the event of the issuance ofany stop order or of any order preventing or suspending the use of theProspectus or any Issuer

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### Free WritingProspectus or suspending any such qualification, to use promptly its bestefforts to obtain its withdrawal;

### (ii)           *Signed Copies ofRegistration Statement*.  Tofurnish promptly to the Representative and to counsel for the Underwriters asigned copy of the Registration Statement as originally filed with theCommission, and each amendment thereto filed with the Commission, including allconsents and exhibits filed therewith;

### (iii)          *Copies of Documents toUnderwriters*.  To deliverpromptly to the Representative such number of the following documents as theRepresentative shall reasonably request: (A) conformed copies of theRegistration Statement as originally filed with the Commission and eachamendment thereto (in each case excluding exhibits other than this Agreementand the computation of per unit earnings), (B) each Preliminary Prospectus, theProspectus and any amended or supplemented Prospectus and (C) each Issuer FreeWriting Prospectus; and, if the delivery of a prospectus is required at anytime after the date hereof in connection with the offering or sale of the Unitsor any other securities relating thereto and if at such time any events shallhave occurred as a result of which the Prospectus as then amended orsupplemented would include an untrue statement of a material fact or omit tostate any material fact necessary in order to make the statements therein, inthe light of the circumstances under which they were made when such Prospectusis delivered, not misleading, or, if for any other reason it shall be necessaryto amend or supplement the Prospectus in order to comply with the SecuritiesAct, to notify the Representative and, upon its request, to file such documentand to prepare and furnish without charge to each Underwriter and to any dealerin securities as many copies as the Representative may from time to timereasonably request of an amended or supplemented Prospectus that will correctsuch statement or omission or effect such compliance;

### (iv)          *Filing of Amendment orSupplement*.  To file promptlywith the Commission any amendment or supplement to the Registration Statementor the Prospectus that may, in the judgment of the Partnership or theRepresentative, be required by the Securities Act or requested by theCommission; prior to filing with the Commission any amendment or supplement tothe Registration Statement or to the Prospectus, to furnish a copy thereof tothe Representative and counsel for the Underwriters and obtain the consent ofthe Representative to the filing, which consent shall not be unreasonablywithheld and which shall be provided to the Partnership promptly after havingbeen given notice of the proposed filing; *provided*, *however*, that the foregoing provision shall not apply ifsuch filing is, in the judgment of counsel to the Partnership, required by law;

### (v)           *Issuer Free Writing Prospectus*.  Not to make any offer relating to the Unitsthat would constitute an Issuer Free Writing Prospectus without the priorwritten consent of the Representative, not to be unreasonably withheld; toretain in accordance with the Rules and Regulations all Issuer Free WritingProspectuses not required to be filed pursuant to the Rules and Regulations;and if at any time after the date hereof any events shall have occurred as aresult of which any Issuer Free Writing Prospectus, as then amended orsupplemented, would conflict with the information in the

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### RegistrationStatement, the most recent Preliminary Prospectus or the Prospectus or wouldinclude an untrue statement of a material fact or omit to state any materialfact necessary in order to make the statements therein, in the light of thecircumstances under which they were made, not misleading, or, if for any otherreason it shall be necessary to amend or supplement any Issuer Free WritingProspectus, to notify the Representative and, upon its request, to file suchdocument and to prepare and furnish without charge to each Underwriter as manycopies as the Representative may from time to time reasonably request of anamended or supplemented Issuer Free Writing Prospectus that will correct suchconflict, statement or omission or effect such compliance;

### (vi)          *Reports to SecurityHolders*.  As soon aspracticable after the Effective Date (it being understood that the Partnershipshall have until at least 410 or, if the fourth quarter following the fiscalquarter that includes the Effective Date is the last fiscal quarter of thePartnership’s fiscal year, 455 days after the end of the Partnership’s currentfiscal quarter), to make generally available to the Partnership’s securityholders and to deliver to the Representative an earnings statement of thePartnership and its subsidiaries (which need not be audited) complying withSection 11(a) of the Securities Act and the Rules and Regulations (including,at the option of the Partnership, Rule 158);

### (vii)         *Qualifications*.  Promptly from time to time to take such actionas the Representative may reasonably request to qualify the Units for offeringand sale under the securities laws of such jurisdictions as the Representativemay request and to comply with such laws so as to permit the continuance ofsales and dealings therein in such jurisdictions for as long as may benecessary to complete the distribution of the Units; *provided*that in connection therewith the Partnership shall not be required to (i)qualify as a foreign limited partnership in any jurisdiction in which it wouldnot otherwise be required to so qualify, (ii) file a general consent to serviceof process in any such jurisdiction or (iii) subject itself to taxation in anyjurisdiction in which it would not otherwise be subject;

### (viii)        *Lock-Up Period; Lock-UpLetters*.  For a periodcommencing on the date hereof and ending on the 180th day after the date of theProspectus (the “**Lock-Up Period**”),not to, directly or indirectly, (1) offer for sale, sell, pledge or otherwisedispose of (or enter into any transaction or device that is designed to, orcould be expected to, result in the disposition by any person at any time inthe future of) any other Common Units or securities convertible into orexchangeable for Common Units (other than the Units and Common Units issuedpursuant to employee benefit plans, option plans or other employee compensationplans existing on the date hereof), or sell or grant options, rights orwarrants with respect to any Common Units or securities convertible into orexchangeable for Common Units (other than the grant of options or restrictedunits pursuant to plans existing on the date hereof), (2) enter into any swapor other derivatives transaction that transfers to another, in whole or inpart, any of the economic benefits or risks of ownership of such Common Units,whether any such transaction described in clause (1) or (2) above is to besettled by delivery of Common Units or other securities, in cash or otherwise,(3) file or cause to be filed a registration statement, including any amendments,with respect to the registration of any Common Units or securities convertible,exercisable or exchangeable into Common Units or any

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### othersecurities of the Partnership (other than any registration statement on Form S-8)or (4) publicly disclose the intention to do any of the foregoing, in each casewithout the prior written consent of the Representative on behalf of theUnderwriters, and to cause the Contributing Parties and the executive officersand directors of the General Partner to furnish to the Representative, prior tothe Initial Delivery Date, a letter or letters, substantially in the form ofExhibit A hereto (the “**Lock-UpAgreements**”); notwithstanding the foregoing, if (1) during the last17 days of the Lock-Up Period, the Partnership or MLP issues an earningsrelease or material news or a material event relating to the Partnership occursor (2) prior to the expiration of the Lock-Up Period, the Partnership orMLP announces that it will release earnings results during the 16-dayperiod beginning on the last day of the Lock-Up Period, then therestrictions imposed in this Section 5(a)(viii) shall continue to apply untilthe expiration of the 18-day period beginning on the issuance of theearnings release or the announcement of the material news or the occurrence ofthe material event, unless the Representative, on behalf of the Underwriters,waives such extension in writing;

### (ix)           *Directed Unit Program*.  In connection with the Directed Unit Program,to ensure that the Directed Units will be restricted from sale, transfer,assignment, pledge or hypothecation to the same extent provided for inSection 5(a)(viii), and the Representative will notify the Partnership asto which Directed Unit Participants will need to be so restricted. At the requestof the Representative, the Partnership will direct the transfer agent to placestop-transfer restrictions upon such securities for such period of timeas is consistent with Section 5(a)(viii); and

### (x)            *Application of Proceeds*.  To apply the net proceeds from the sale ofthe Units being sold by the Partnership as set forth in the Prospectus.

## (b)           Each Underwriter severally agreesthat such Underwriter shall not include any “issuer information” (as defined inRule 433 of the Rules and Regulations) in any “free writing prospectus” (asdefined in Rule 405 of the Rules and Regulations) used or referred to by suchUnderwriter without the prior consent of the Partnership (any such issuerinformation with respect to whose use the Partnership has given its consent, “**Permitted Issuer Information**”) *provided* that (i) no such consent shall berequired with respect to any such issuer information contained in any documentfiled by the Partnership with the Commission prior to the use of such freewriting prospectus and (ii) “issuer information,” as used in this Section 6(b),shall not be deemed to include information prepared by or on behalf of suchUnderwriter on the basis of or derived from Permitted Issuer Information orissuer information referred to in clause (i).

# 6.             *Expenses*.  Each of the Hiland Companies covenants andagrees, jointly and severally, whether or not the transactions contemplated bythis Agreement are consummated or this Agreement is terminated, that the HilandCompanies will pay or cause to be paid all costs, expenses, fees and taxesincident to and in connection with (a) the authorization, issuance, sale anddelivery of the Units and any stamp duties or other taxes payable in thatconnection, and the preparation and printing of certificates for the Units; (b)the preparation, printing and filing under the Securities Act of theRegistration Statement (including any exhibits thereto), any PreliminaryProspectus, the Prospectus, any Issuer Free Writing Prospectus and anyamendment or

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# supplement thereto; (c)the distribution of the Registration Statement (including any exhibitsthereto), any Preliminary Prospectus, the Prospectus, any Issuer Free WritingProspectus and any amendment or supplement thereto, all as provided in thisAgreement; (d) the preparation, printing, authentication, issuance and deliveryof certificates for the Units, including any stamp or transfer taxes inconnection with the original issuance and sale of the Units; (e) servicesprovided by the transfer agent or registrar; (f) the production anddistribution of this Agreement, any supplemental agreement among Underwriters,and any other related documents in connection with the offering, purchase, saleand delivery of the Units; (g) any required review by the NASD of the terms ofsale of the Units (including up to $15,000 for related fees and expenses ofcounsel to the Underwriters); (h) the inclusion of the Units in The NASDAQGlobal Market or any other exchange; (i) the qualification of the Units underthe securities laws of the several jurisdictions as provided in Section5(a)(vii)) and the preparation, printing and distribution of a Blue SkyMemorandum (including related fees and expenses of counsel to theUnderwriters); (j) the offer and sale of the Units by the Underwriters inconnection with the Directed Unit Program, including the fees and disbursementsof counsel to the Underwriters related thereto, the costs and expenses ofpreparation, printing and distribution of the Directed Unit Program materialand all stamp duties or other taxes incurred by the Underwriters in connectionwith the Directed Unit Program; (k) the investor presentations on any “roadshow” undertaken in connection with the marketing of the Units, including,without limitation, expenses associated with any electronic road show, traveland lodging expenses of the representatives and officers of the GeneralPartner, the cost of any aircraft owned by an affiliate of the Hiland Partiesthat is chartered in connection with the road show, and half of the cost of anyaircraft not owned by an affiliate of the Hiland Parties that is chartered inconnection with the road show; and (l) all other costs and expenses incident tothe performance of the obligations of the Partnership under this Agreement; *provided*that, except as provided in thisSection 6 and in Section 11, the Underwriters shall pay their owncosts and expenses, including the costs and expenses of their counsel, anytransfer taxes on the Units that they may sell and the expenses of advertisingany offering of the Units made by the Underwriters.

# 7.             *Conditionsof Underwriters’ Obligations*. The respective obligations of the Underwriters hereunder are subject tothe accuracy, when made and on each Delivery Date, of the representations andwarranties of the Hiland Parties contained herein, to the performance by theHiland Companies of their respective obligations hereunder, and to each of thefollowing additional terms and conditions:

## (a)           The Prospectus shall have been timelyfiled with the Commission in accordance with Section 5(a)(i); the HilandParties shall have complied with all filing requirements applicable to anyIssuer Free Writing Prospectus used or referred to after the date hereof; nostop order suspending the effectiveness of the Registration Statement or preventingor suspending the use of the Prospectus or any Issuer Free Writing Prospectusshall have been issued and no proceeding or examination for such purpose shallhave been initiated or threatened by the Commission; and any request of theCommission for inclusion of additional information in the RegistrationStatement or the Prospectus or otherwise shall have been complied with.

## (b)           No Underwriter shall have discoveredand disclosed to any of the Hiland Parties on or prior to such Delivery Datethat the Registration Statement, the Prospectus

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## or the PricingDisclosure Package, or any amendment or supplement thereto, contains an untruestatement of a fact which, in the opinion of Baker Botts L.L.P., counsel to theUnderwriters, is material or omits to state a fact which, in the opinion ofsuch counsel, is material and is required to be stated therein or is necessary(in the case of the Prospectus or the Pricing Disclosure Package, in the lightof the circumstances under which such statements were made) to make thestatements therein not misleading.

## (c)           All corporate, partnership andlimited liability company proceedings and other legal matters incident to theauthorization, form and validity of this Agreement, the Units, the OperativeAgreements, the Registration Statement, the Prospectus and any Issuer FreeWriting Prospectus, and all other legal matters relating to this Agreement andthe transactions contemplated hereby shall be reasonably satisfactory in allmaterial respects to counsel for the Underwriters, and the Partnership shallhave furnished to such counsel all documents and information that they mayreasonably request to enable them to pass upon such matters.

## (d)           Vinson & Elkins L.L.P. shallhave furnished to the Representative its written opinion, as counsel to thePartnership, addressed to the Underwriters and dated such Delivery Date, inform and substance reasonably satisfactory to the Representative, substantiallyin the form attached hereto as Exhibit B-1.

## (e)           Crowe & Dunlevy, P.C. shall havefurnished to the Representative its written opinion, as counsel to thePartnership, addressed to the Underwriters and dated such Delivery Date, inform and substance reasonably satisfactory to the Representative, substantiallyin the form attached hereto as Exhibit B-2.

## (f)            The Representative shall havereceived from Baker Botts L.L.P., counsel for the Underwriters, such opinion oropinions, dated such Delivery Date, with respect to the issuance and sale ofthe Units, the Registration Statement, the Prospectus and the PricingDisclosure Package and other related matters as the Representative mayreasonably require, and the Hiland Parties shall have furnished to such counselsuch documents as they reasonably request for the purpose of enabling them topass upon such matters.

## (g)           At the time of execution of thisAgreement, the Representative shall have received from Grant Thornton LLP aletter, in form and substance satisfactory to the Representatives, addressed tothe Underwriters and dated the date hereof (i) confirming that they areindependent public accountants within the meaning of the Securities Act and arein compliance with the applicable requirements relating to the qualification ofaccountants under Rule 2-01 of Regulation S-X of theCommission, and (ii) stating, as of the date hereof (or, with respect tomatters involving changes or developments since the respective dates as ofwhich specified financial information is given in the most recent PreliminaryProspectus, as of a date not more than three days prior to the date hereof),the conclusions and findings of such firm with respect to the financialinformation and other matters ordinarily covered by accountants’ “comfortletters” to underwriters in connection with registered public offerings.

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##  

## (h)           With respect to the letter of GrantThornton LLP referred to in the preceding paragraph and delivered to theRepresentative concurrently with the execution of this Agreement (the “**initial letter**”), the Hiland Parties shallhave furnished to the Representative a letter (the “**bring-down letter**”) of such accountants, addressed tothe Underwriters and dated such Delivery Date (i) confirming that they areindependent public accountants within the meaning of the Securities Act and arein compliance with the applicable requirements relating to the qualification ofaccountants under Rule 2-01 of Regulation S-X of the Commission,(ii) stating, as of the date of the bring-down letter (or, withrespect to matters involving changes or developments since the respective datesas of which specified financial information is given in the Prospectus, as of adate not more than three days prior to the date of the bring-downletter), the conclusions and findings of such firm with respect to thefinancial information and other matters covered by the initial letter and(iii) confirming in all material respects the conclusions and findings setforth in the initial letter.

## (i)            The Hiland Parties shall havefurnished to the Representative a certificate, dated such Delivery Date, of theChief Executive Officer and Chief Financial Officer of the General Partner,stating that:

### (i)            the representations, warranties andagreements of the Hiland Parties in Section 1 are true and correct on andas of such Delivery Date, and the Hiland Parties have complied with allagreements contained herein and satisfied all the conditions to be performed orsatisfied by the Hiland Parties hereunder at or prior to such Delivery Date;

### (ii)           no stop order suspending theeffectiveness of the Registration Statement has been issued; and no proceedingsor examination for that purpose have been instituted or, to their knowledge,threatened; and

### (iii)          they have examined the RegistrationStatement, the Prospectus and the Pricing Disclosure Package, and (A) nothinghas come to their attention that would lead them to believe that (1) theRegistration Statement, as of the Effective Date, (2) the Prospectus, as of itsdate and on the applicable Delivery Date, or (3) the Pricing DisclosurePackage, as of the Applicable Time, contained or contains any untrue statementof a material fact or omitted or omits to state a material fact required to bestated therein or necessary to make the statements therein (except in the caseof the Registration Statement, in the light of the circumstances under whichthey were made) not misleading, and (B) since the Effective Date, no event hasoccurred that should have been set forth in a supplement or amendment to theRegistration Statement, the Prospectus or any Issuer Free Writing Prospectusthat has not been so set forth;

## (j)            Except as described in the mostrecent Preliminary Prospectus, (i) none of the Hiland Entities shall havesustained, since the date of the latest audited financial statements includedin the most recent Preliminary Prospectus, any loss or interference with itsbusiness from fire, explosion, flood or other calamity, whether or not coveredby insurance, or from any labor dispute or court or governmental action, orderor decree or (ii) since such date there shall not have been any change in thecapitalization or increase

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## in the long-termdebt of any of the Hiland Entities or any change, or any development involvinga prospective change, in or affecting the condition (financial or otherwise),results of operations, equity, properties, management, business or prospects ofthe Hiland Parties taken as a whole or the Hiland MLP Parties taken as a whole,the effect of which, in any such case described in clause (i) or (ii), is, inthe judgment of the Representative, so material and adverse as to make itimpracticable or inadvisable to proceed with the public offering or thedelivery of the Units being delivered on such Delivery Date on the terms and inthe manner contemplated in the Prospectus.

## (k)           Subsequent to the execution anddelivery of this Agreement there shall not have occurred any of the following:(i) trading in (A) securities generally on the NASDAQ Global Market LLC, theNew York Stock Exchange or the American Stock Exchange or in theover-the-counter market, or (B) any securities of the Partnership or the MLP onany exchange or in the over-the-counter market, shall have been suspended ormaterially limited or the settlement of such trading generally shall have beenmaterially disrupted or minimum prices shall have been established on any suchexchange or such market by the Commission, by such exchange or by any otherregulatory body or governmental authority having jurisdiction, (ii) a bankingmoratorium shall have been declared by federal or state authorities, (iii) theUnited States shall have become engaged in hostilities, there shall have beenan escalation in hostilities involving the United States or there shall havebeen a declaration of a national emergency or war by the United States or (iv)there shall have occurred such a material adverse change in general economic,political or financial conditions, including, without limitation, as a resultof terrorist activities after the date hereof (or the effect of internationalconditions on the financial markets in the United States shall be such), as tomake it, in the judgment of the Representative, impracticable or inadvisable toproceed with the public offering or delivery of the Units being delivered onsuch Delivery Date on the terms and in the manner contemplated in the Prospectus.

## (l)            The NASDAQ Global Market LLC shallhave approved the Units for quotation subject to official notice of issuance.

## (m)          The Lock-Up Agreements betweenthe Representative and each of the parties listed on Schedule II hereto and, inthe case of each participant in the Directed Unit Program, the lock-upagreement contained in the Directed Unit Program materials and delivered to theRepresentative on or before the date of this Agreement, shall be in full forceand effect on such Delivery Date.

All opinions, letters, evidence and certificatesmentioned above or elsewhere in this Agreement shall be deemed to be incompliance with the provisions hereof only if they are in form and substancereasonably satisfactory to counsel for the Underwriters.

# 8.             *Indemnificationand Contribution*.

## (a)           Each of the Hiland Companies, jointlyand severally, shall indemnify and hold harmless each Underwriter, itsdirectors, managers, officers and employees and each person, if any, whocontrols any Underwriter within the meaning of Section 15 of the

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## Securities Act, from and against any loss,claim, damage or liability, joint or several, or any action in respect thereof(including, but not limited to, any loss, claim, damage, liability or actionrelating to purchases and sales of the Units), to which that Underwriter,director, manager, officer, employee or controlling person may become subject,under the Securities Act or otherwise, insofar as such loss, claim, damage,liability or action arises out of, or is based upon, (i) any untrue statementor alleged untrue statement of a material fact contained in (A) any PreliminaryProspectus, the Registration Statement, the Prospectus or in any amendment orsupplement thereto, (B) any Issuer Free Writing Prospectus or in any amendmentor supplement thereto or (C) any Permitted Issuer Information used or referredto in any “free writing prospectus” (as defined in Rule 405 of the Rules andRegulations) used or referred to by any Underwriter or (D) any “road show” (asdefined in Rule 433 of the Rules and Regulations) not constituting an IssuerFree Writing Prospectus (a “**Non-ProspectusRoad Show**”) or (ii) the omission or alleged omission to state in anyPreliminary Prospectus, the Registration Statement, the Prospectus, any IssuerFree Writing Prospectus or in any amendment or supplement thereto or in anyPermitted Issuer Information or any Non-Prospectus Road Show, anymaterial fact required to be stated therein or necessary to make the statementstherein not misleading, and shall reimburse each Underwriter and each suchdirector, manager, officer, employee or controlling person promptly upon demandfor any legal or other expenses reasonably incurred by that Underwriter,director, manager, officer, employee or controlling person in connection withinvestigating or defending or preparing to defend against any such loss, claim,damage, liability or action as such expenses are incurred; *provided*, *however*, thatthe Hiland Companies shall not be liable in any such case to the extent thatany such loss, claim, damage, liability or action arises out of, or is basedupon, any untrue statement or alleged untrue statement or omission or allegedomission made in any Preliminary Prospectus, the Registration Statement, theProspectus, any Issuer Free Writing Prospectus or in any such amendment orsupplement thereto or in any Permitted Issuer Information or any Non-ProspectusRoad Show, in reliance upon and in conformity with written informationconcerning such Underwriter furnished to the Hiland Parties through theRepresentative by or on behalf of any Underwriter specifically for inclusiontherein, which information consists solely of the information specified inSection 8(e). The foregoing indemnity agreement is in addition to anyliability that the Hiland Companies may otherwise have to any Underwriter or toany director, manager, officer, employee or controlling person of thatUnderwriter.

## (b)           Each Underwriter, severally and notjointly, shall indemnify and hold harmless each of the Hiland Companies, theirrespective directors (including any person who, with his or her consent, isnamed in the Registration Statement as about to become a director of theGeneral Partner), managers, officers and employees, and each person, if any,who controls any of the Hiland Companies within the meaning of Section 15of the Securities Act, from and against any loss, claim, damage or liability,joint or several, or any action in respect thereof, to which the HilandCompanies or any such director, manager, officer, employee or controllingperson may become subject, under the Securities Act or otherwise, insofar assuch loss, claim, damage, liability or action arises out of, or is based upon,(i) any untrue statement or alleged untrue statement of a material factcontained in any Preliminary Prospectus, the Registration Statement, theProspectus, any Issuer Free Writing Prospectus or in any amendment orsupplement thereto or in any

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## Non-Prospectus Road Show or (ii) theomission or alleged omission to state in any Preliminary Prospectus, theRegistration Statement, the Prospectus, any Issuer Free Writing Prospectus orin any amendment or supplement thereto or in any Non-Prospectus Road Showany material fact required to be stated therein or necessary to make thestatements therein not misleading, but in each case only to the extent that theuntrue statement or alleged untrue statement or omission or alleged omissionwas made in reliance upon and in conformity with written information concerningsuch Underwriter furnished to the Partnership through the Representative by oron behalf of that Underwriter specifically for inclusion therein, whichinformation is limited to the information set forth in Section 8(e). Theforegoing indemnity agreement is in addition to any liability that anyUnderwriter may otherwise have to any of the Hiland Companies or any suchdirector, manager, officer, employee or controlling person.

## (c)           Promptly after receipt by anindemnified party under this Section 8 of notice of any claim or thecommencement of any action, the indemnified party shall, if a claim in respectthereof is to be made against the indemnifying party under this Section 8,notify the indemnifying party in writing of the claim or the commencement ofthat action; *provided*,*however*, that the failure to notify theindemnifying party shall not relieve it from any liability which it may haveunder this Section 8 except to the extent it has been materiallyprejudiced by such failure, and *providedfurther* that the failure to notify the indemnifying party shall notrelieve it from any liability which it may have to an indemnified partyotherwise than under this Section 8. If any such claim or action shall bebrought against an indemnified party, and it shall notify the indemnifyingparty thereof, the indemnifying party shall be entitled to participate thereinand, to the extent that it wishes, jointly with any other similarly notifiedindemnifying party, to assume the defense thereof with counsel reasonablysatisfactory to the indemnified party. After notice from the indemnifying partyto the indemnified party of its election to assume the defense of such claim oraction, the indemnifying party shall not be liable to the indemnified partyunder this Section 8 for any legal or other expenses subsequently incurredby the indemnified party in connection with the defense thereof other thanreasonable costs of investigation; *provided,however*, that the Representative shall have the right to employcounsel to represent jointly the Representative and those other Underwritersand their respective directors, managers, officers, employees and controllingpersons who may be subject to liability arising out of any claim in respect ofwhich indemnity may be sought by the Underwriters against the Hiland Companiesunder this Section 8 if (i) the Hiland Companies and the Underwritersshall have so mutually agreed; (ii) the Hiland Companies have failed within areasonable time to retain counsel reasonably satisfactory to the Underwriters;(iii) the Underwriters and their respective directors, managers, officers,employees and controlling persons shall have reasonably concluded that theremay be legal defenses available to them that are different from or in additionto those available to the Hiland Companies; or (iv) the named parties in anysuch proceeding (including any impleaded parties) include both any of theUnderwriters or their respective directors, managers, officers, employees orcontrolling persons, on the one hand, and any of the Hiland Companies, on theother hand, and represen­tation of both sets of parties by the same counselwould be inappropriate due to actual or potential differing interests betweenthem, and in any such event the fees and expenses of such separate counselshall be paid by the Hiland Companies. No indemnifying party shall

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## (i) without the prior written consent ofthe indemnified parties (which consent shall not be unreasonably withheld),settle or compromise or consent to the entry of any judgment with respect toany pending or threatened claim, action, suit or proceeding in respect of whichindemnification or contribution may be sought hereunder (whether or not theindemnified parties are actual or potential parties to such claim or action)unless such settlement, compromise or consent includes an unconditional releaseof each indemnified party from all liability arising out of such claim, action,suit or proceeding and does not include any findings of fact or admissions offault or culpability as to the indemnified party, or (ii) be liable for anysettlement of any such action effected without its written consent (whichconsent shall not be unreasonably withheld), but if settled with the consent ofthe indemnifying party or if there be a final judgment for the plaintiff in anysuch action, the indemnifying party agrees to indemnify and hold harmless anyindemnified party from and against any loss or liability by reason of suchsettlement or judgment.

## (d)           If the indemnification provided forin this Section 8 shall for any reason be unavailable to or insufficientto hold harmless an indemnified party under Section 8(a), 8(b), 8(c) or8(f) in respect of any loss, claim, damage or liability, or any action inrespect thereof, referred to therein, then each indemnifying party shall, inlieu of indemnifying such indemnified party, contribute to the amount paid orpayable by such indemnified party as a result of such loss, claim, damage orliability, or action in respect thereof, (i) in such proportion as shall beappropriate to reflect the relative benefits received by the Hiland Companies,on the one hand, and the Underwriters, on the other, from the offering of theUnits or (ii) if the allocation provided by clause (i) above is not permittedby applicable law, in such proportion as is appropriate to reflect not only therelative benefits referred to in clause (i) above but also the relative faultof the Hiland Companies, on the one hand, and the Underwriters, on the other,with respect to the statements or omissions that resulted in such loss, claim,damage or liability, or action in respect thereof, as well as any otherrelevant equitable considerations. The relative benefits received by the HilandCompanies, on the one hand, and the Underwriters, on the other, with respect tosuch offering shall be deemed to be in the same proportion as the total netproceeds from the offering of the Units purchased under this Agreement (beforededucting expenses) received by the Hiland Companies, as set forth in the tableon the cover page of the Prospectus, on the one hand, and the totalunderwriting discounts and commissions received by the Underwriters withrespect to the Units purchased under this Agreement, as set forth in the tableon the cover page of the Prospectus, on the other hand. The relative faultshall be determined by reference to whether the untrue or alleged untruestatement of a material fact or omission or alleged omission to state amaterial fact relates to information supplied by the Hiland Companies or theUnderwriters, the intent of the parties and their relative knowledge, access toinformation and opportunity to correct or prevent such statement or omission.The Hiland Companies and the Underwriters agree that it would not be just andequitable if contributions pursuant to this Section 8(d) were to bedetermined by pro rata allocation (even if the Underwriters were treated as oneentity for such purpose) or by any other method of allocation that does nottake into account the equitable considerations referred to herein. The amountpaid or payable by an indemnified party as a result of the loss, claim, damageor liability, or action in respect thereof, referred to above in thisSection 8(d) shall be deemed to include, for purposes of

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## this Section 8(d), any legal or otherexpenses reasonably incurred by such indemnified party in connection withinvestigating or defending any such action or claim. Notwithstanding theprovisions of this Section 8(d), no Underwriter shall be required tocontribute any amount in excess of the amount by which the net proceeds fromthe sale of the Units underwritten by it exceeds the amount of any damages thatsuch Underwriter has otherwise paid or become liable to pay by reason of anyuntrue or alleged untrue statement or omission or alleged omission. No personguilty of fraudulent misrepresentation (within the meaning of Section 11(f) ofthe Securities Act) shall be entitled to contribution from any person who wasnot guilty of such fraudulent misrepresentation. The Underwriters’ obligationsto contribute as provided in this Section 8(d) are several in proportionto their respective underwriting obligations and not joint.

## (e)           The Underwriters severally confirmand the Hiland Companies acknowledge and agree that:

### (i)            the statements regarding thedelivery of Units by the Underwriters set forth on the cover page;

### (ii)           the second full paragraph under thecaption “Underwriting—Commissions and Expenses;”

### (iii)          the last paragraph under the caption “Underwriting—Lock-UpAgreements;”

### (iv)          the first and second paragraphs andthe last sentence of the third paragraph under the caption “Underwriting—Stabilization,Short Positions and Penalty Bids;”

### (v)           the first paragraph under the caption“Underwriting—Electronic Distribution;”

### (vi)          the second paragraph under the caption“Underwriting—United Kingdom;” and

### (vii)         the second paragraph under the caption “Underwriting—EuropeanEconomic Area;”

in the most recentPreliminary Prospectus and the Prospectus are correct and constitute the onlyinformation concerning such Underwriters furnished in writing to the HilandParties by or on behalf of the Underwriters specifically for inclusion in anyPreliminary Prospectus, the Registration Statement, the Prospectus, any IssuerFree Writing Prospectus or in any amendment or supplement thereto or in any Non-ProspectusRoad Show.

## (f)            The Hiland Companies shall, jointlyand severally, indemnify and hold harmless Lehman Brothers Inc. (including itsdirectors, officers and employees) and each person, if any, who controls LehmanBrothers Inc. within the meaning of Section 15 of

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## the Securities Act (“**Lehman Brothers Entities**”), from and against any loss,claim, damage or liability, joint or several, or any action in respect thereofto which any of the Lehman Brothers Entities may become subject, under theSecurities Act or otherwise, insofar as such loss, claim, damage, liability oraction (i) arises out of, or is based upon, any untrue statement or allegeduntrue statement of a material fact contained in any material prepared by orwith the approval of any of the Hiland Parties for distribution to DirectedUnit Participants in connection with the Directed Unit Program or any omissionor alleged omission to state therein a material fact required to be statedtherein or necessary to make the statements therein not misleading, (ii) arisesout of, or is based upon, the failure of the Directed Unit Participant to payfor and accept delivery of Directed Units that the Directed Unit Participantagreed to purchase or (iii) is otherwise related to the Directed Unit Program; *provided* that the Hiland Companies shall not be liable underthis clause (iii) for any loss, claim, damage, liability or action that isdetermined in a final judgment by a court of competent jurisdiction to haveresulted from the gross negligence or willful misconduct of the Lehman BrothersEntities. The Hiland Companies shall reimburse the Lehman Brothers Entitiespromptly upon demand for any legal or other expenses reasonably incurred bythem in connection with investigating or defending or preparing to defendagainst any such loss, claim, damage, liability or action as such expenses areincurred.

# 9.             *DefaultingUnderwriters*.  If, on anyDelivery Date, any Underwriter defaults in the performance of its obligationsunder this Agreement, the remaining non-defaulting Underwriters shall beobligated to purchase the Units that the defaulting Underwriter agreed butfailed to purchase on such Delivery Date in the respective proportions whichthe number of Firm Units set forth opposite the name of each remaining non-defaultingUnderwriter in Schedule I hereto bears to the total number of Firm Units setforth opposite the names of all the remaining non-defaulting Underwritersin Schedule I hereto; *provided, however*,that the remaining non-defaulting Underwriters shall not be obligated topurchase any of the Units on such Delivery Date if the total number of Unitsthat the defaulting Underwriter or Underwriters agreed but failed to purchaseon such date exceeds 9.09% of the total number of Units to be purchased on suchDelivery Date, and any remaining non-defaulting Underwriter shall not beobligated to purchase more than 110% of the number of Units that it agreed topurchase on such Delivery Date pursuant to the terms of Section 2. If theforegoing maximums are exceeded, the remaining non-defaultingUnderwriters, or those other underwriters satisfactory to the Representativewho so agree, shall have the right, but shall not be obligated, to purchase, insuch proportion as may be agreed upon among them, all the Units to be purchasedon such Delivery Date. If the remaining Underwriters or other underwriterssatisfactory to the Representative do not elect to purchase the units that thedefaulting Underwriter or Underwriters agreed but failed to purchase on suchDelivery Date, this Agreement (or, with respect to any Option Unit DeliveryDate, the obligation of the Underwriters to purchase, and of the Partnership tosell, the Option Units) shall terminate without liability on the part of anynon-defaulting Underwriter or any of the Hiland Companies, except thatthe Hiland Companies will continue to be liable for the payment of expenses tothe extent set forth in Sections 6 and 11. As used in this Agreement, theterm “Underwriter” includes, for all purposes of this Agreement unless thecontext requires otherwise, any party not listed in Schedule I hereto that,pursuant to this Section 9, purchases Units that a defaulting Underwriteragreed but failed to purchase.

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#  

Nothing contained herein shall relieve a defaultingUnderwriter of any liability it may have to the Hiland Companies for damagescaused by its default. If other Underwriters are obligated or agree to purchasethe Units of a defaulting or withdrawing Underwriter, either the Representativeor the Partnership may postpone the Delivery Date for up to seven full businessdays in order to effect any changes that in the opinion of counsel for thePartnership or counsel for the Underwriters may be necessary in theRegistration Statement, the Prospectus or in any other document or arrangement.

# 10.           *Termination*.The obligations of the Underwriters hereunder may be terminated by theRepresentative by notice given to and received by the Hiland Parties prior todelivery of and payment for the Firm Units if, prior to that time, any of the eventsdescribed in Sections 7(j) or 7(k) shall have occurred or if the Underwritersshall decline to purchase the Units for any reason permitted under thisAgreement.

# 11.           *Reimbursementof Underwriters’ Expenses*. If (a) the Partnership shall fail totender the Units for delivery to the Underwriters by reason of any failure,refusal or inability on the part of any of the Hiland Companies to perform anyagreement on its part to be performed, or because any other condition to theUnderwriters’ obligations hereunder required to be fulfilled by any of theHiland Companies is not fulfilled for any reason or (b) the Underwriters shalldecline to purchase the Units for any reason permitted under this Agreement,the Hiland Companies will reimburse the Underwriters for all reasonable out-of-pocketexpenses (including fees and disbursements of counsel) incurred by theUnderwriters in connection with this Agreement and the proposed purchase of theUnits, and upon demand the Hiland Companies shall pay the full amount thereofto the Representative; *provided, however*,that if this Agreement is terminated pursuant to subsection 7(k)(i)(A), (ii),(iii) or (iv), the Hiland Companies shall not be obligated to reimburse theUnderwriters for any such expenses; and *providedfurther* that, if this Agreement is terminated pursuant toSection 9 (Defaulting Underwriters) by reason of the default of one ormore Underwriters, the Hiland Companies shall not be obligated to reimburse anydefaulting Underwriter on account of those expenses.

# 12.           *ResearchAnalyst Independence*.  Each ofthe Hiland Companies acknowledges that the Underwriters’ research analysts andresearch departments are required to be independent from their respectiveinvestment banking divisions and are subject to certain regulations andinternal policies, and that such Underwriters’ research analysts may hold viewsand make statements or investment recommendations or publish research reportswith respect to the Partnership or the MLP or the offering of the Units thatdiffer from the views of their respective investment banking divisions. Each ofthe Hiland Companies hereby waives and releases, to the fullest extentpermitted by law, any claims that the Hiland Companies may have against theUnderwriters with respect to any conflict of interest that may arise from thefact that the views expressed by their independent research analysts andresearch departments may be different from or inconsistent with the views oradvice communicated to the Hiland Companies by such Underwriters’ investmentbanking divisions. Each of the Hiland Companies acknowledges that each of theUnderwriters is a full service securities firm and as such from time to time,subject to applicable securities laws, may effect transactions for its ownaccount or the account of its customers and hold long or short positions indebt or equity securities of the Partnership or the MLP.

35

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#  

# 13.           *NoFiduciary Duty*.  Each of theHiland Companies acknowledges and agrees that, in connection with this offeringand sale of the Units or any other services the Underwriters may be deemed tobe providing hereunder, notwithstanding any preexisting relationship, advisoryor otherwise, between the parties or any oral representations or assurancespreviously or subsequently made by the Underwriters: (i) no fiduciary or agencyrelationship between any of the Hiland Companies and any other person, on theone hand, and the Underwriters, on the other, exists; (ii) the Underwriters arenot acting as advisors, expert or otherwise, to any of the Hiland Companies,including, without limitation, with respect to the determination of the publicoffering price of the Units, and such relationship between the HilandCompanies, on the one hand, and the Underwriters, on the other, is entirely andsolely commercial, based on arms-length negotiations; (iii) any dutiesand obligations that the Underwriters may have to any of the Hiland Companiesshall be limited to those duties and obligations specifically stated herein;and (iv) the Underwriters and their respective affiliates may have intereststhat differ from those of the Hiland Companies. Each of the Hiland Companieshereby waives any claims that any such entity may have against the Underwriterswith respect to any breach of fiduciary duty in connection with this offeringof Units.

# 14.           *Notices,Etc*.  All statements,requests, notices and agreements hereunder shall be in writing, and:

## (a)           if to the Underwriters, shall bedelivered or sent by mail or facsimile transmission to Lehman Brothers Inc.,745 Seventh Avenue, New York, New York 10019, Attention: Syndicate Registration(Fax: 646-834-8133), with a copy, in the case of any noticepursuant to Section 8(c), to the Director of Litigation, Office of theGeneral Counsel, Lehman Brothers Inc., 399 Park Avenue, 10th Floor, New York,New York 10022 (Fax: 212-520-0421);

## (b)           if to the Partnership, shall bedelivered or sent by mail or facsimile transmission to the address of thePartnership set forth in the Registration Statement, Attention: Randy Moeder(Fax: 580-548-5188);

Any such statements, requests, notices or agreementsshall take effect at the time of receipt thereof. The Hiland Companies shall beentitled to act and rely upon any request, consent, notice or agreement givenor made on behalf of the Underwriters by Lehman Brothers Inc.

# 15.           *PersonsEntitled to Benefit of Agreement*. This Agreement shall inure to the benefit of and be binding upon theUnderwriters, the Hiland Companies and their respective successors. ThisAgreement and the terms and provisions hereof are for the sole benefit of onlythose persons, except that (A) the representations, warranties, indemnities andagreements of the Hiland Companies contained in this Agreement shall also bedeemed to be for the benefit of the directors, managers, officers and employeesof the Underwriters and each person or persons, if any, who control anyUnderwriter within the meaning of Section 15 of the Securities Act and (B) theagreements and indemnities of the Underwriters contained in Sections 5(b)and 8(c) of this Agreement shall be deemed to be for the benefit of thedirectors and managers of the Hiland Companies, the officers of the HilandCompanies who have signed the Registration Statement and any person controllingthe Hiland Companies within the meaning of Section 15 of the SecuritiesAct. No purchaser of any of the Units from any Underwriter shall be construed a

36

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# successor by reasonmerely of such purchase. Nothing in this Agreement is intended or shall beconstrued to give any person, other than the persons referred to in thisSection 15, any legal or equitable right, remedy or claim under or inrespect of this Agreement or any provision contained herein.

# 16.           *Survival*.  The respective indemnities, representations,warranties and agreements of the Hiland Parties and the Underwriters containedin this Agreement or made by or on behalf of them, respectively, pursuant tothis Agreement, shall survive the delivery of and payment for the Units andshall remain in full force and effect, regardless of any investigation (or anystatement as to the results thereof) made by or on behalf of any of them or anyperson controlling any of them. Notwithstanding any other provision of thisAgreement, all rights, indemnities, representations, warranties and agreementsof Continental Holdings (including, without limitation, all rights toindemnification or contribution from, and any other obligations or liabilitiesof, the Underwriters in respect of Continental Holdings, its directors,managers, officers and employees and each person, if any, who controlsContinental Holdings within the meaning of Section 15 of the Securities Act, ineach case in their capacities as such) contained in this Agreement (including,without limitation, under Sections 6, 8 and 11), shall terminate upon and shallnot survive after the delivery of the Firm Units to the Underwriters pursuantto the terms of this Agreement, with the same effect as if Continental Holdingshad not been a party hereto.

# 17.           *Definitionof the Terms “Business Day” and “Subsidiary*.”  For purposes of this Agreement, (a) “**business day**” means each Monday, Tuesday, Wednesday,Thursday or Friday that is not a day on which banking institutions in New Yorkare generally authorized or obligated by law or executive order to close and(b) “**subsidiary**” has the meaning set forthin Rule 405 of the Rules and Regulations.

# 18.           *GoverningLaw*.  **ThisAgreement shall be governed by and construed in accordance with the laws of theState of New York**.

# 19.           *Counterparts*.  This Agreement may be executed in one or morecounterparts and, if executed in more than one counterpart, the executedcounterparts shall each be deemed to be an original but all such counterpartsshall together constitute one and the same instrument.

# 20.           *Headings*.  The headings herein are inserted forconvenience of reference only and are not intended to be part of, or to affectthe meaning or interpretation of, this Agreement.

*[Signaturepages follow]*

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If the foregoingcorrectly sets forth the agreement between Hiland Companies and theUnderwriters, please indicate your acceptance in the space provided for thatpurpose below.
|        | Very truly  yours,               |
|--------|----------------------------------|
|   |                             |
|   |                             |
|   | HILAND HOLDINGS GP, LP           |
|   | By:                              | Hiland Partners GP Holdings, LLC, |
|   |                             | its general partner |
|   |                             |
|   |                             |
|   | By:                              |   | /s/ Randy Moeder |   |
|   |                             |   | Randy Moeder |   |
|   |                             |   | President and Chief Executive Officer |   |
|   |                             |
|   |                             |
|   | HILAND PARTNERS GP HOLDINGS, LLC |
|   |                             |
|   |                             |
|   | By:                              |   | /s/ Randy Moeder |   |
|   |                             |   | Randy Moeder |   |
|   |                             |   | President and Chief Executive Officer |   |
|   |                             |
|   |                             |
|   | HILAND PARTNERS GP, INC.         |
|   |                             |
|   |                             |
|   | By:                              |   | /s/ Randy Moeder |   |
|   |                             |   | Randy Moeder |   |
|   |                             |   | President and Chief Executive Officer |   |
|   |                             |
|   |                             |
|   | CONTINENTAL GAS HOLDINGS, INC.   |
|   |                             |
|   |                             |
|   | By:                              |   | /s/ Harold Hamm |   |
|   |                             |   | Harold Hamm |   |
|   |                             |   | Chief Executive Officer and Director |   |

 

*[Signaturepage to Underwriting Agreement]*

----

 
| Accepted:                         |                       |
|-----------------------------------|----------------------------|
|                              |                       |
| LEHMAN BROTHERS INC.              |                       |
|                              |                       |
| For itself and as Representative  |                       |
| of the several Underwriters named |                       |
| in Schedule I hereto              |                       |
|                              |                       |
|                              |                       |
| By:                               | /s/ Lee Jacobe             |   |   |
|                              | Authorized  Representative |   |   |

 

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**SCHEDULEI**
| **Underwriters**                      | ** ** | **Number of Firm Units** | ** ** |
|---------------------------------------|------------|-----------------------------------------|------------|
|                                  |       |                                    |       |
| Lehman Brothers Inc.                  |       | 1,890,000                               |       |
| A.G. Edwards &  Sons, Inc.        |       | 1,890,000                               |       |
| Wachovia Capital  Markets LLC         |       | 1,330,000                               |       |
| Raymond James &  Associates, Inc. |       | 980,000                                 |       |
| RBC Capital Markets  Corporation      |       | 630,000                                 |       |
| Sanders Morris Harris  Inc.           |       | 280,000                                 |       |
|                                  |       |                                    |       |
| Total                                 |       | 7,000,000                               |       |

 

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**SCHEDULEII**

PERSONS DELIVERING LOCK-UP AGREEMENTS

**Directors**

Harold Hamm

Randy Moeder

Ken Maples

Michael L. Greenwood

Edward D. Doherty

Rayford T.  Reid

Shelby E. Odell

Cheryl Evans

Bobby B. Lyle

**Executive Officers**

Ron Hill

Robert Shain

**Contributing Parties**

HH GP Holding, LLC

Continental Gas Holdings, Inc.

The Harold Hamm DST Trust

The Harold Hamm HJ Trust

Equity Financial Services, Inc.

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**SCHEDULE III**
| Hiland Holdings GP, LP        |
|-------------------------------|
| Hiland Partners, LP           |
| Hiland Partners GP, LLC       |
| Hiland Operating, LLC         |
| Hiland Partners, LLC          |
| Hiland Energy Partners, LLC   |
| Hiland GP, LLC                |
| Hiland LP, LLC                |
| Continental Gas Operating, LP |

 

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**SCHEDULEIV**

**Number of Units: **7,000,000

**Public offering price for the Units:**  $18.50

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**EXHIBIT A**

LOCK-UP LETTERAGREEMENT

LEHMANBROTHERS INC.As Representative of the several  Underwriters named in Schedule I,c/o Lehman Brothers Inc.745 Seventh AvenueNew York, New York 10019

Ladies and Gentlemen:

The undersigned understands that you (the “**Representative**”) and certain other firms (the “**Underwriters**”) propose to enter into an UnderwritingAgreement (the “**Underwriting Agreement**”) providingfor the purchase by the Underwriters of common units (the “**Common Units**”)representing limited partner interests in Hiland Holdings GP, LP, a Delawarelimited partnership (the “**Partnership**”),and that the Underwriters propose to reoffer the Common Units to the public(the “**Offering**”).

In consideration of the execution of the UnderwritingAgreement by the Representative on behalf of the Underwriters, and for othergood and valuable consideration, the undersigned hereby irrevocably agrees thatwithout the prior written consent of the Representative on behalf of theUnderwriters, the undersigned will not, directly or indirectly, (1) offer forsale, sell or otherwise dispose of (or enter into any transaction or devicethat is designed to, or could be expected to, result in the disposition by anyperson at any time in the future of) any Common Units (including, withoutlimitation, Common Units that may be deemed to be beneficially owned by theundersigned in accordance with the rules and regulations of the Securities andExchange Commission and Common Units that may be issued upon exercise of anyoptions or warrants) or securities convertible into or exercisable orexchangeable for Common Units, (2) enter into any swap or other derivativestransaction that transfers to another, in whole or in part, any of the economicbenefits or risks of ownership of the Common Units, whether any suchtransaction described in clause (1) or (2) above is to be settled by deliveryof Common Units or other securities, in cash or otherwise, (3) make any demandfor or exercise any right or cause, or otherwise attempt to cause, to be fileda registration statement, including any amendments thereto, with respect to theregistration of any Common Units or securities convertible into or exercisableor exchangeable for Common Units or any other securities of the Partnership(except on Form S-8 in connection with option plans existing on the datehereof) or (4) publicly disclose the intention to do any of the foregoing, fora period commencing on the date hereof and ending on the 180th day after thedate of the final prospectus relating to the Offering (such 180-dayperiod, the “**Lock-Up Period**”).

The foregoing sentence shall not apply to bona fidegifts, sales or other dispositions of Common Units, in each case that are madeexclusively between and among the undersigned or the undersigned’s spouse,parent, child, grandchild, other family member or

A-1

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dependent reasonablyacceptable to the Representative or to a trust for the benefit of any suchindividual, or affiliates of the undersigned, including its partners (if apartnership) or members (if a limited liability company) (each a “**Family Transfer**”); *provided, however,*that all of the following conditions must be satisfied: (i) thetransferee/donee agrees to be bound by the terms of this letter agreement(including the restrictions set forth in the preceding sentence) as though thetransferee/donee were a party hereto; (ii) no party to the proposed FamilyTransfer (donor, donee, transferor or transferee) is subject to any filingrequirement under the Securities Exchange Act of 1934 (as amended, the “ExchangeAct”) that would be triggered by the proposed Family Transfer (other than afiling on Form 5 or Schedule 13D, 13D-A ,13G or 13G-A), and theparties shall agree not to make any such Exchange Act filing voluntarily; (iii)no party to the proposed Family Transfer (donor, donee, transferor ortransferee) is required by law (including the Securities Act of 1933, asamended, and the Exchange Act) to make, and the parties shall agree not to makevoluntarily, any public announcement of the proposed Family Transfer; and (iv)the undersigned notifies the Representative at least two business days prior tothe proposed Family Transfer.

Notwithstanding the foregoing, if (1) during the last17 days of the Lock-Up Period, the Partnership or the MLP issues an earningsrelease or material news or a material event relating to the Partnership or theMLP occurs or (2) prior to the expiration of the Lock-Up Period, thePartnership or the MLP announces that it will release earnings results duringthe 16-day period beginning on the last day of the Lock-Up Period,then the restrictions imposed by this Lock-Up Letter Agreement shallcontinue to apply until the expiration of the 18-day period beginning onthe issuance of the earnings release or the announcement of the material newsor the occurrence of the material event, unless the Representative waives suchextension in writing.  The undersignedhereby further agrees that, prior to engaging in any transaction or taking anyother action that is subject to the terms of this Lock-Up LetterAgreement during the period from the date of this Lock-Up LetterAgreement to and including the 34th day following the expiration of the Lock-UpPeriod, it will give notice thereof to the Partnership and will not consummatesuch transaction or take any such action unless it has received writtenconfirmation from the Partnership that the Lock-Up Period (as such mayhave been extended pursuant to this paragraph) has expired.

In furtherance of the foregoing, the Partnership andits transfer agent are hereby authorized to decline to make any transfer ofsecurities if such transfer would constitute a violation or breach of this Lock-UpLetter Agreement.

It is understood that, if the Partnership notifies theRepresentative that it does not intend to proceed with the Offering, if theUnderwriting Agreement does not become effective, or if the UnderwritingAgreement (other than the provisions thereof which survive termination) shallterminate or be terminated prior to payment for and delivery of the CommonUnits, the undersigned will be released from its obligations under this Lock-UpLetter Agreement.

The undersigned understands that the Partnership andthe Underwriters will  proceed with theOffering in reliance on this Lock-Up Letter Agreement.

Whether or not the Offering actually occurs depends ona number of factors, including market conditions.  Any Offering will only be made pursuant to anUnderwriting

A-2

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Agreement, the terms ofwhich are subject to negotiation between the Partnership and the Underwriters.

The undersigned herebyrepresents and warrants that the undersigned has full power and authority toenter into this Lock-Up Letter Agreement and that, upon request, theundersigned will execute any additional documents necessary in connection withthe enforcement hereof.  Any obligationsof the undersigned shall be binding upon the heirs, personal representatives,successors and assigns of the undersigned.
|        | Very truly yours, |
|--------|-------------------|
|   |              |
|   | By:               |   |   |
|   |              | Name: |   |
|   |              |
|   |              |
| Dated: |              |   |   |
|        |                   |  |  |  |  |

 

A-3

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**EXHIBIT B-1**

**FORM OFOPINION OF VINSON & ELKINS L.L.P.**

# 1.             *Formation and Qualification*.  Each of the Delaware Hiland Entities has beenduly formed, is validly existing and is in good standing as a limitedpartnership, corporation or limited liability company, as applicable, under thelaws of the State of Delaware, with all requisite partnership, corporate orlimited liability company, as the case may be, power and authority necessary toown or lease its properties, to conduct its business and to consummate thetransactions contemplated in the Transaction Documents, in each case in allmaterial respects as described in the most recent Preliminary Prospectus, andeach such entity is duly registered or qualified to do business and is in goodstanding as a foreign limited partnership or limited liability company, asapplicable, in each jurisdiction set forth opposite its name on Annex A to thisopinion.

# 2.             *Power and Authority to Act as General Partner*.  The General Partner has full limitedliability company power and authority to act as general partner of thePartnership in all material respects as described in the most recentPreliminary Prospectus.

# 3.             *Ownership of the General Partner*.  HH GP Holding, Mr. Moeder andMr. Maples own 94.0%, 4.0% and 2.0% limited liability company interests,respectively, in the General Partner; such limited liability company interestshave been duly authorized and validly issued in accordance with the GP LLCAgreement and are fully paid (to the extent required by the GP LLCAgreement) and nonassessable (except as such nonassessability may be affectedby matters described in Section 18-607 of the Delaware LLC Act); andHH GP Holding, Mr. Moeder and Mr. Maples own such limitedliability company interests free and clear of all Liens (i) in respect ofwhich a financing statement under the Uniform Commercial Code of the State ofDelaware naming HH GP Holding, Mr. Moeder or Mr. Maples asdebtor is on file as of a recent date in the office of the Secretary of Stateof the State of Delaware or (ii) otherwise known to such counsel, withoutindependent investigation, other than those created by or arising under theDelaware LLC Act.

# 4.             *Ownership of the General Partner Interest in thePartnership*.  The GeneralPartner is the sole general partner of the Partnership and has a non-economicinterest in the Partnership; such general partner interest has been dulyauthorized and validly issued in accordance with the Partnership Agreement, andthe General Partner owns such general partner interest free and clear of allLiens (except for restrictions on transferability described in the PricingDisclosure Package) (i) in respect of which a financing statement underthe Uniform Commercial Code of the State of Delaware naming the General Partneras debtor is on file as of a recent date in the office of the Secretary ofState of the State of Delaware or (ii) otherwise known to such counsel, withoutindependent investigation, other than those created by or arising under theDelaware LP Act.

# 5.             *Ownership of the Contributing Party Units*.  Continental Holdings owns 9,097,337 CommonUnits; DST Trust owns 2,945,855 Common Units; HJ Trust owns 1,963,674 CommonUnits; Equity Financial owns 104,457 Common Units; Mr. Moeder owns 158,873Common Units and 155,695 Class B Common Units; and Mr. Maples owns 79,772Common

B-1-1

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# Units and 94,337Class B Units. Such limited partner interests have been duly authorized andvalidly issued in accordance with the Partnership Agreement.

# 6.             *Ownership of the MLP GP by the Partnership andHiland Inc.*  The Partnershipand Hiland Inc. are the members of the MLP GP and collectively own 100% ofthe issued and outstanding limited liability company interests in the MLP GP;such limited liability company interests have been duly authorized and validlyissued in accordance with the MLP GP LLC Agreement and are fully paid(to the extent required by the MLP GP LLC Agreement) andnonassessable (except as such nonassessability may be affected by mattersdescribed in Section 18-607 of the Delaware LLC Act); and the Partnershipand Hiland Inc. own such limited liability company interest free and clear ofall Liens (i) in respect of which a financing statement under the UniformCommercial Code of the State of Delaware naming the Partnership or Hiland Inc.as debtor is on file as of a recent date in the office of the Secretary ofState of the State of Delaware or (ii) otherwise known to such counsel, withoutindependent investigation, other than those created by or arising under theDelaware LLC Act and other than Liens created pursuant to the Credit Facility.

# 7.             *Ownership of MLP Common and Subordinated Units by thePartnership*.  The Partnershipowns 1,301,471 MLP Common Units and 4,080,000 MLP Sub Units; such limitedpartner interests have been duly authorized and validly issued in accordancewith the MLP Partnership Agreement and are fully paid (to the extent requiredunder the MLP Partnership Agreement) and nonassessable (except as suchnonassessability may be affected by matters described in the Prospectus under thecaption “Material Provisions of the Partnership Agreement of Hiland Partners,LP – Limited Liability” or by Sections 17-303, 17-607 and 17-804of the Delaware Act); and the Partnership owns such interests free and clear ofall Liens (i) in respect of which a financing statement under the UniformCommercial Code of the State of Delaware naming the Partnership as debtor is onfile as of a recent date in the office of the Secretary of State of the Stateof Delaware or (ii) otherwise known to such counsel, without independentinvestigation, other than those created by or arising under the Delaware LP Actand other than Liens created pursuant to the Credit Facility.

# 8.             *Ownership of the General Partner Interest in the MLPand the Incentive Distribution Rights*.  The MLP GP is the sole general partnerof MLP and owns a 2% general partner interest in the MLP and all of theIncentive Distribution Rights; such general and limited partner interests havebeen duly authorized and validly issued in accordance with the MLP PartnershipAgreement and are fully paid (to the extent required under the MLP PartnershipAgreement) and, in the case of the Incentive Distribution Rights, nonassessable(except as such nonassessability may be affected by matters described in theProspectus under the caption “Material Provisions of the Partnership Agreementof Hiland Holdings GP, LP—Limited Liability” or by Sections 17-303, 17-607 and17-804 of the Delaware LP Act); and the MLP GP owns such general andlimited partner interests free and clear of all Liens, except for Liens (i) inrespect of which a financing statement under the Uniform Commercial Code of theState of Delaware naming the Partnership as debtor is on file as of a recentdate in the office of the Secretary of State of the State of Delaware or (ii)otherwise known to such counsel, without independent investigation, other thanthose created by or arising under the Delaware LP Act.

B-1-2

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#  

# 9.             *Valid Issuance of the Units*.  The Units to be issued and sold by thePartnership to the Underwriters and the limited partner interests representedthereby have been duly authorized by the Partnership Agreement and, when issuedand delivered against payment therefor as provided in accordance with thisAgreement, will be validly issued, fully paid (to the extent required under thePartnership Agreement) and nonassessable (except as such nonassessability maybe affected by matters described in the Prospectus under the caption “MaterialProvisions of the Partnership Agreement of Hiland Holdings GP, LP – LimitedLiability” or by Sections 17-303, 17-607 and 17-804 of theDelaware LP Act).

# 10.           *Ownership of the Delaware MLP Subsidiaries*.  The MLP owns, directly or indirectly, 100% ofthe limited liability company interests or partnership interests, as the casemay be, in the Delaware MLP Subsidiaries; such interests have been dulyauthorized and validly issued in accordance with the respective limitedliability company agreements or limited partnership agreements of the DelawareMLP Subsidiaries and are fully paid (to the extent required under theirrespective limited liability company agreements or limited partnershipagreements) and nonassessable (except as such nonassessability may be affectedby Section 18-607 of the Delaware LLC Act or Sections 17-303, 17-607or 17-804 of the Delaware LP Act), in each case free and clear of allLiens (i) in respect of which a financing statement under the UniformCommercial Code of the State of Delaware naming the MLP or any Delaware MLPSubsidiary as debtor is on file as of a recent date in the office of theSecretary of State of the State of Delaware or (ii) otherwise known tosuch counsel, without independent investigation, other than those created by orarising under the Delaware LLC Act or the Delaware LP Act and other than Lienscreated pursuant to the MLP Credit Facility.

# 11.           *No Preemptive Rights, Registration Rights or Options*.  Except as identified in the most recentPreliminary Prospectus, there are no (i) preemptive rights or other rights tosubscribe for or to purchase, nor any restriction upon the voting or transferof any equity securities of any of the Hiland Entities or (ii) outstandingoptions or warrants to purchase any securities of any of the Hiland Entities,in each case pursuant to the Partnership Agreement, the GP LLC Agreement,the MLP GP LLC Agreement, the MLP Partnership Agreement or any otheragreement or instrument listed as an exhibit to the Registration Statement towhich any of the Hiland Entities is a party or by which any of them may bebound. Except for such rights that have been waived or as described in the mostrecent Preliminary Prospectus, to such counsel’s knowledge, neither the filingof the Registration Statement nor the offering or sale of the Units ascontemplated by this Agreement gives rise to any rights for or relating to theregistration of any Units or other securities of any of the Hiland Entities.

# 12.           *Authority and Authorization*.  The Partnership has all requisite partnershippower and authority to issue, sell and deliver (i) the Units, in accordancewith and upon the terms and conditions set forth in this Agreement and thePartnership Agreement, and (ii) the Contributing Party Units, in accordancewith and upon the terms and conditions set forth in the Partnership Agreementand the Contribution Agreement. All corporate, partnership and limitedliability company action, as the case may be, required to be taken by any ofthe Hiland Entities or any of their respective unitholders, members or partnersfor the authorization, issuance, sale and delivery of the Units and theContributing Party Units and the consummation of the transactions (includingthe Transactions) contemplated by this Agreement and the Operative Agreements,has been validly taken.

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#  

# 13.           *Authorization, Execution and Delivery of theUnderwriting Agreement*.  ThisAgreement has been duly authorized and validly executed and delivered by eachof the Hiland Companies.

# 14.           *Authorization, Execution, Delivery and Enforceabilityof Certain Agreements.*

## (a)           The ContributionDocuments and the Credit Facility have been duly authorized, executed anddelivered by the parties thereto and are valid and legally binding agreementsof the parties thereto enforceable against such parties in accordance withtheir terms;

## (b)           The Partnership Agreementhas been duly authorized, executed and delivered by the General Partner and isa valid and legally binding agreement of the General Partner enforceableagainst the General Partner in accordance with its terms; and

## (c)           The GP LLCAgreement has been duly authorized, executed and delivered by Mr. Moederand Mr. Maples and is a valid and legally binding agreement of HH GPHolding, Mr. Moeder and Mr. Maples enforceable against each of them inaccordance with its terms;

*provided*, *however*,**that, with respect to each agreement described above, theenforceability thereof may be limited by bankruptcy, insolvency, fraudulenttransfer or conveyance, reorganization, moratorium and similar laws relating toor affecting creditors’ rights generally and by general principles of equity(regardless of whether such enforceability is considered in a proceeding inequity or at law); and *provided further*that the indemnity, contribution and exoneration provisions contained in any ofsuch agreements may be limited by applicable laws related to fiduciary duties,public policy and an implied covenant of good faith and fair dealing.

# 15.           *Authorization, Execution and Enforceability ofCertain MLP Agreements.*

## (a)           TheMLP GP LLC Agreement has been duly authorized, executed and deliveredby the Partnership and Hiland Inc. and is a valid and legally binding agreementof the Partnership and Hiland Inc., enforceable against the Partnership andHiland Inc. in accordance with its terms;

## (b)           the MLP PartnershipAgreement has been duly authorized, executed and delivered by MLP GP andis a valid and legally binding agreement of MLP GP, enforceable againstMLP GP in accordance with its terms; and

## (c)           the OperatingCompany LLC Agreement has been duly authorized, executed and delivered by theMLP GP, acting in its capacity as general partner of the MLP, and is a validand legally binding agreement, enforceable against the MLP in accordance withits terms;

*provided*, *however*,**that, with respect to each agreement described above, theenforceability thereof may be limited by bankruptcy, insolvency, fraudulenttransfer or conveyance, reorganization, moratorium and similar laws relating toor affecting creditors’ rights generally

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and by general principles of equity (regardless ofwhether such enforceability is considered in a proceeding in equity or at law);and *provided further* that the indemnity,contribution and exoneration provisions contained in any of such agreements maybe limited by applicable laws related to fiduciary duties, public policy and animplied covenant of good faith and fair dealing.

# 16.           *No Conflicts*.  None of the offering, issuance and sale bythe Partnership of the Units, the execution, delivery and performance of thisAgreement or the Operative Agreements by the Hiland Entities party hereto orthereto, or the consummation of the transactions contemplated hereby andthereby (including the Transactions) conflicts or will conflict with orconstitutes or will constitute a breach or violation of or a default (or anevent that, with notice or lapse of time or both, would constitute such adefault) under, or results or will result in the creation or imposition of anyLien upon any property or assets of any of the Hiland Entities (other thanLiens created pursuant to the Credit Facility) pursuant to, (i) the partnershipagreement, limited liability company agreement, certificate of formation,certificate or articles of incorporation, bylaws or other constituent documentof any of the Delaware Hiland Entities, (ii) (A) any Transaction Document, or(B) any agreement or other instrument filed as an exhibit to the RegistrationStatement, listed on Annex B hereto or filed by the MLP as an exhibit to itsReport on Form 10-K for the year ended December 31, 2005 or its subsequentReports on Form 10-Q or 8-K, (iii) the Delaware LP Act, the Delaware LLC Act,the Delaware General Corporation Law (the “**DGCL**”), thelaws of the State of Texas or federal law or (iv) any order, judgment, decreeor injunction of any court or governmental agency or body known to such counseldirected to any of the Hiland Entities or any of their properties in aproceeding to which any of them or their property is a party, which conflict,breach, violation, default or lien in the case of clauses (ii), (iii) or (iv),would reasonably be expected to have a Material Adverse Effect or a materialadverse effect on the ability of any of the Hiland Entities to consummate thetransactions (including the Transactions) provided for in this Agreement or theOperative Agreements; *provided*, *however*, that no opinion need be expressedpursuant to this paragraph with respect to federal or state securities laws andother anti-fraud laws.

# 17.           *No Consents*.  No permit, consent, approval, authorization,order, registration, filing or qualification (“**consent**”)under the Delaware LP Act, the Delaware LLC Act, the DGCL, Texas law or federallaw is required in connection with the offering, issuance and sale by thePartnership of the Units, the execution, delivery and performance of thisAgreement and the Operative Agreements by the Hiland Entities party hereto andthereto or the consummation by the Hiland Entities of the transactionscontemplated hereby and thereby (including the Transactions), except (i) forsuch consents required under the Securities Act, the Exchange Act and understate securities or “Blue Sky” laws, as to which such counsel need not expressany opinion, (ii) for such consents that have been obtained or made, (iii) suchconsents that, if not obtained, would not, individually or in the aggregate,have a Material Adverse Effect or (v) as disclosed in the most recentPreliminary Prospectus.

# 18.           *Description of Common Units*.  The statements made in the Prospectus underthe caption “Description of Our Common Units,” insofar as they purport toconstitute summaries of the terms of the Common Units (including the Units),constitute accurate summaries of the terms of such Common Units in all materialrespects.

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#  

# 19.           *Descriptions and Summaries*.  The statements made in the Prospectus underthe captions “Our Cash Distribution Policy and Restrictions on Distributions,” “Management’sDiscussion and Analysis of Financial Condition and Results ofOperations—Liquidity and Capital Resources—Hiland Partners GP, LLC CreditAgreement,” “Management’s Discussion and Analysis of Financial Condition andResults of Operations—Liquidity and Capital Resources—Hiland Holdings GP, LPCredit Facility,” “Management’s Discussion and Analysis of Financial Conditionand Results of Operations—Liquidity and Capital Resources—Hiland PartnersCredit Facility,” “Conflicts of Interest and Fiduciary Duties,” “HilandPartners, LP’s Cash Distribution Policy,” “Material Provisions of thePartnership Agreement of Hiland Holdings GP, LP” and “Material Provisions ofthe Partnership Agreement of Hiland Partners, LP,” insofar as they purport toconstitute summaries of the terms of statutes, rules or regulations, legal andgovernmental proceedings or contracts and other documents, constitute accuratesummaries of the terms of such statutes, rules and regulations, legal andgovernmental proceedings and contracts and other documents in all materialrespects; and the statements set forth in the Prospectus under the captions “CertainRelationships and Related Party Transactions—Contribution Agreement,” “CertainRelationships and Related Party Transactions—Related Party TransactionsInvolving Hiland Partners—Non-Competition Agreement,” “Certain Relationshipsand Related Party Transactions—Related Party Transactions Involving HilandPartners—Omnibus Agreement,” “Certain Relationships and Related PartyTransactions—Related Party Transactions Involving Hiland Partners—AcquisitionAgreement” and “Certain Relationships and Related Party Transactions—RelatedParty Transactions Involving Hiland Partners—Contracts with ContinentalResources and Other Related Parties,” insofar as they describe any agreement,are accurate in all material respects.

# 20.           *Tax Matters*.  The opinion of counsel filed as Exhibit 8.1to the Registration Statement is confirmed, and the Underwriters may rely uponsuch opinion as if it were addressed to them.

# 21.           *Effectiveness of Registration Statement*.  The Registration Statement was declaredeffective under the Securities Act as of the date and time specified in suchopinion, and the Prospectus was filed with the Commission pursuant to thesubparagraph of Rule 424(b) of the Rules and Regulations specified in suchopinion on the date specified therein. To the knowledge of such counsel, nostop order suspending the effectiveness of the Registration Statement has beenissued and no proceeding or examination for such purpose has been instituted orthreatened by the Commission.

# 22.           *Form of Registration Statement and Prospectus*.  The Registration Statement, on the EffectiveDate and on the applicable Delivery Date, and the Prospectus, when filed withthe Commission pursuant to Rule 424(b) and on the applicable Delivery Date,(other than the financial statements, the notes and schedules thereto and otherfinancial and statistical data included in the Registration Statement or theProspectus, as to which such counsel need not express any opinion) appear ontheir face to comply as to form in all material respects with the requirementsof the Securities Act and the Rules and Regulations.

# 23.           *Investment Company*.  None of the Hiland Parties or Hiland MLPParties is and, after giving effect to the offer and sale of the Units and theapplication of the proceeds therefrom as described under “Use of Proceeds” inthe in the most recent Preliminary Prospectus,

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# none of them willbe, an “investment company” within the meaning of such term under theInvestment Company Act, and the rules and regulations of the Commissionthereunder.

# 24.           *Legal Proceedings or Contracts to be Described orFiled. *To the knowledge ofsuch counsel, there are no (i) there are no legal or governmental proceedingspending or threatened to which any of the Hiland Entities is a party or towhich any of their respective properties is subject that are required to bedescribed in the Prospectus but are not so described as required and (ii) thereare no agreements, contracts, indentures, leases or other instruments that arerequired to be described in the Prospectus or to be filed as exhibits to theRegistration Statement that are not described or filed as required by the Rulesand Regulations.

In addition, such counsel shall state that they haveparticipated in conferences with officers and other representatives of theHiland Entities and the independent registered public accounting firm of thePartnership and representatives of the Underwriters, at which the contents ofthe Registration Statement, the Pricing Disclosure Package and the Prospectusand related matters were discussed, and although such counsel has notindependently verified, is not passing upon, and is not assuming anyresponsibility for the accuracy, completeness or fairness of the statementscontained in, the Registration Statement, the Pricing Disclosure Package andthe Prospectus (except to the extent set forth in paragraph (18), (19) and (20)above), based on the foregoing, no facts have come to such counsel’s attentionthat lead such counsel to believe that

(A)          the Registration Statement, as of theEffective Date, contained an untrue statement of a material fact or omitted tostate a material fact required to be stated therein or necessary to make thestatements therein not misleading,

(B)           the Pricing Disclosure Package, as ofthe Applicable Time, contained any untrue statement of a material fact oromitted to state any material fact necessary in order to make the statementstherein, in the light of the circumstances under which they were made, notmisleading, or

(C)           the Prospectus, as of its issue dateand as of such Time of Delivery, contained or contains an untrue statement of amaterial fact or omitted or omits to state a material fact necessary in orderto make the statements therein, in the light of the circumstances under whichthey were made, not misleading;

except that in each case such counsel need express noopinion with respect to the (i) financial statements included therein,including the notes and schedules thereto and the auditors’ report thereon,(ii) the other financial and statistical data contained in or omitted from theRegistration Statement, the Prospectus or the most recent PreliminaryProspectus or (iii) representations and warranties and other statements of factincluded in the exhibits to the Registration Statement.

In rendering such opinion, such counsel may (i) relyin respect of matters of fact upon certificates of officers and employees ofthe Hiland Entities and upon information obtained from public officials, (ii)assume that all documents submitted to them as originals are authentic, thatall copies submitted to them conform to the originals thereof, and that thesignatures on all documents examined by them are genuine, (iii) state that itsopinion is limited to matters

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governed by the federallaws of the United States of America, the laws of the State of Texas, theDelaware LP Act, Delaware LLC Act and the DGCL, (iv) with respect to theopinions expressed as to the due qualification or registration as a foreignlimited partnership, corporation or limited liability company, as the case maybe, of Hiland Entities, state that such opinions are based upon certificates offoreign qualification or registration provided by the Secretary of State of theStates listed on Annex A hereto (each of which shall be dated as of a date notmore than fourteen days prior to the Initial Delivery Date and shall beprovided to you) and that such counsel is not admitted in the State ofOklahoma, and (v) state that they express no opinion with respect to (A) thetitle of any of the Contributing Parties to any of their respective propertypurported to be transferred by the Contribution Agreement or (B) state or localtaxes or tax statutes to which any of the limited partners of any of the HilandEntities may be subject.

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***Annex A***
| ENTITY:                         | ** ** | **JURISDICTION  OF FORMATION:** | ** ** | **FOREIGN QUALIFICATIONS:** |
|---------------------------------|------------|---------------------------------|------------|-----------------------------|
|                            |       |                            |       |                        |
| Hiland Partners GP Holding, LLC |       | DE                              |       | MS, MT, ND, OK, SD, TX, WY  |
| Hiland Holdings GP, LP          |       | DE                              |       | MS, MT, ND, OK, SD, TX, WY  |
| Hiland Partners, LP             |       | DE                              |       | MS, MT, ND, OK, SD, TX, WY  |
| Hiland Partners GP, LLC         |       | DE                              |       | MS, MT, ND, OK, SD, TX, WY  |
| Hiland Operating, LLC           |       | DE                              |       | MS, MT, ND, OK, SD, TX, WY  |
| Hiland Partners, LLC            |       | OK                              |       | MT, ND                      |
| Hiland Energy Partners, LLC     |       | DE                              |       | ND, WY                      |
| Hiland GP, LLC                  |       | DE                              |       | MS, MT, ND, OK, SD, TX, WY  |
| Hiland LP, LLC                  |       | DE                              |       | MS, ND, OK, TX              |
| Continental Gas Operating, LP   |       | OK                              |       | MS, MT, ND, SD, TX, WY      |

 

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# ***Annex B***

# 1.             Gas Purchase Contract, dated July22, 2004, between Lyco Energy Corporation and Hiland Partners, L.L.C.

# 2.             Gas Purchase Contract, dated April30, 2004, between Continental Resources Inc. and Hiland Partners, L.L.C.

# 3.             Gas Purchase Contract, datedSeptember 27, 2004, between Burlington Oil & Gas Company, LP and HilandPartners, L.L.C.

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***AnnexB***

**EXHIBIT B-2**

**FORM OFOPINION**

**OklahomaLocal Counsel Opinion**

# 1.             *DueQualification*.  Except for NewHiland, each of the Delaware Hiland Entities has been duly qualified orregistered as a foreign limited partnership or foreign limited liability company,as the case may be, for the transaction of business under the laws of the Stateof Oklahoma.

# 2.             *Existence;Power and Authority*.  Each ofHH GP Holding, Continental and Hiland (the “**OklahomaEntities**”) has been duly formed and is validly existing as a limitedpartnership or limited liability company, as the case may be, in good standingunder the laws of the State of Oklahoma. Each of the Oklahoma Entities has alllimited partnership or limited liability company, as the case may be, power andauthority necessary to own or lease its properties and to conduct its business,in each case in all material respects as described in the most recentPreliminary Prospectus. Each of the Hiland Entities other than the OklahomaEntities has all limited partnership or limited liability company, as the casemay be, power and authority under the laws of the State of Oklahoma necessaryto own or lease its properties and to conduct its business in the State ofOklahoma, in each case in all material respects as described in the most recentPreliminary Prospectus.

# 3.             *Ownershipof HH GP Holding*.  HaroldHamm owns all of the limited liability company interests in HH GP Holding;such limited liability company interests have been duly authorized and validlyissued in accordance with the limited liability company agreement of HH GPHolding and are fully paid (to the extent required by the limited liabilitycompany agreement) and nonassessable (except for any assessments that may berequired by mandatory provisions of the Oklahoma Limited Liability CompanyAct); and Mr. Hamm owns such limited liability company interests free andclear of all Liens (i) in respect of which a financing statement under theUniform Commercial Code of the State of Oklahoma naming Mr. Hamm as debtoris on file as of a recent date in the office of the Office of the OklahomaCounty Clerk or (ii) otherwise known to such counsel, without independentinvestigation.

# 4.             *Ownershipof Continental*.  GP Subsidiaryis the sole general partner of Continental and owns a 0.01% general partnerinterest in Continental, and LP Subsidiary is the sole limited partner ofContinental and owns a 99.99% limited partner interest in Continental; suchgeneral and limited partner interests have been duly authorized and validlyissued in accordance with the agreement of limited partnership of Continentaland are fully paid (to the extent required by the partnership agreement) andnonassessable (except for any assessments that may be required by the mandatoryprovisions of the Oklahoma Revised Uniform Limited partnership Act); and GPSubsidiary and LP Subsidiary own such interests free and clear of all Liens (i)in respect of which a financing statement under the Uniform Commercial Code ofthe State of Oklahoma naming the General Partner as debtor is on file as of arecent date in the office of the Secretary of State of the State of Delaware or(ii) otherwise known to such counsel, without independent investigation,other than Liens created pursuant to the MLP Credit Facility.

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#  

# 5.             *Ownershipof Hiland*.  The OperatingCompany owns all of the limited liability company interests in Hiland; suchlimited liability company interests have been duly authorized and validlyissued in accordance with the limited liability company agreement of Hiland andare fully paid (to the extent required by the limited liability companyagreement) and nonassessable (except for any assessments that may be requiredby the mandatory provisions of the Oklahoma Limited Liability Company Act), andthe Operating Company owns such limited liability company interests free andclear of all Liens (i) in respect of which a financing statement under theUniform Commercial Code of the State of Oklahoma naming the Operating Companyas debtor is on file as of a recent date in the office of the Secretary ofState of the State of Delaware or (ii) otherwise known to such counsel, withoutindependent investigation, other than Liens created pursuant to the MLP CreditFacility.

# 6.             *LimitedLiability*.  The Partnershipwill not be liable under the laws of the State of Oklahoma for the liabilitiesof the Hiland MLP Parties, and the Unitholders will not be liable under thelaws of the State of Oklahoma for the liabilities of the Partnership or theHiland MLP Parties, as a result solely of their ownership interests in thePartnership, as applicable, except in each case to the same extent as under thelaws of the State of Delaware as described in the most recent PreliminaryProspectus.

# 7.             *Enforceability**of Operative Agreements*.  The Non-Competition Agreement and eachOperative Agreement to which any of the Oklahoma Entities is a party has beenduly authorized, executed and delivered by the Oklahoma Entity party thereto.Each of the Non-Competition Agreement and the Operative Agreements governed byOklahoma law is a valid and legally binding agreement of the Hiland Entitiesparty thereto, enforceable against each of them in accordance with its terms,subject to limitations imposed by bankruptcy, insolvency, fraudulent transfer,reorganization, moratorium and similar laws relating to or affecting creditors’rights generally and by general principles of equity (regardless of whethersuch enforceability is considered in a proceeding in equity or at law);provided further that certain provisions contained in any of such agreementsmay be limited by applicable laws related to fiduciary duties, public policyand an implied covenant of good faith and fair dealing.

# 8.             *DueAuthorization, Execution and Delivery of GP LLC Agreement.*  The GP LLC Agreement has been dulyauthorized, executed and delivered by HH GP Holding.

# 9.             *NoConflicts*.  None of theoffering, issuance and sale by the Partnership of the Common Units, theexecution, delivery and performance of this Agreement or the OperativeAgreements by the Oklahoma Entities that are parties hereto or thereto, or theconsummation of the transactions contemplated hereby and thereby (including theTransactions) (i) conflicts or will conflict with or constitutes or willconstitute a violation of the certificate of formation or conversion, limitedliability company agreement, limited partnership agreement or other constituentdocument of any of the Oklahoma Entities, (ii) violates or will violate anystatute of the State of Oklahoma or any rule, regulation or, to such counsel’sknowledge after due inquiry, any order of any agency of the State of Oklahomahaving jurisdiction over any of the Hiland Entities or any of their respectiveproperties or (iii) results or will result in the creation or imposition of anyLien upon any property or assets of the Partnership Entities in the State ofOklahoma (other than Liens created pursuant to the Credit Facility and the MLPCredit Facility), which conflict, breach, violation or Lien in the case ofclauses (ii) or (iii) would have a Material

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# Adverse Effect or amaterial adverse effect on (a) the operations conducted or to be conducted asdescribed in the most recent Preliminary Prospectus in the State of Oklahoma bythe Partnership Entities or (b) the ability of any of the Oklahoma Entities toconsummate the transactions provided for in this Agreement or the OperativeAgreements; *provided, however,*that no opinion need be expressed with respect to Oklahoma securities oranti-fraud laws.

# 10.           *NoConsents*.  No permit, consent,approval, authorization, order, registration, filing or qualification of orwith any Oklahoma court, governmental agency or body having jurisdiction overany of the Oklahoma Entities is required in connection with the offering,issuance or sale by the Partnership of the Common Units, application of theproceeds therefrom as described under “Use of Proceeds” in the most recentPreliminary Prospectus, execution and delivery of this Agreement or theOperative Agreements by the Oklahoma Entities party hereto or thereto and consummationby such Oklahoma Entities of the transactions contemplated hereby and thereby(including the Transactions), except for (i) such permits, consents, approvalsand similar authorizations as may be required under the Oklahoma securities “laws in connection with the purchase and distribution of the Units by theUnderwriters, (ii) such consents that have been obtained, (iii) such consentsthat, if not obtained, could not, individually or in the aggregate, reasonablybe expected to have a Material Adverse Effect and (iv) as disclosed in the mostrecent Preliminary Prospectus.

In rendering such opinions, such counsel may (i) relyin respect of matters of fact upon certificates of officers and employees ofthe Hiland Entities and upon information obtained from public officials, (ii)assume that all documents submitted to such counsel as originals are authentic,and all copies submitted to such counsel conform to the originals thereof, andthat the signatures on all documents examined by such counsel are genuine,(iii) state that their opinion is limited to the laws of the State of Oklahomaand (iv) state that they express no opinion with respect to state or localtaxes or tax statutes to which any of the limited partners of the Partnershipor the Hiland Entities may be subject.

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