the Loan has been paid in full. Neither Borrower nor endorser shall have any action against Lenderfor any damages whatsoever arising out of the payment, contracting, charging for or collection ofany Excess Interest.     3. (a) Principal and Interest Payments. Borrower shall pay in full the outstandingprincipal balance and all unpaid interest on the Maturity Date. Interest shall be calculated basedon a 360-day year and charged for the actual number of days elapsed. All payments shall beapplied in accordance with this Note. By acceptance of this Note and the making of the Loan toBorrower, Lender acknowledges that payment of this Note is subordinate to the repayment by Borrowerof that certain loan from Borrower payable to The Security National Bank of Enid (“SNB”) in theoriginal principal amount of $3,000,000 dated as of August 7, 2009 (the “SNB Loan”). Lenderagrees until the SNB Loan has been paid in full, Lender shall not accept any principal or interestpayments from Borrower on the Loan evidenced hereby. The foregoing two sentences are solely forthe purpose of defining the relative rights of SNB, on the one hand, and Lender, on the other hand,and nothing herein shall impair, as between the Borrower and the Lender, the obligation of theBorrower which is unconditional and absolute, to pay the principal, interest and Late Fees inaccordance with this Note.          (b) Application of Payments. All payments under this Note will be applied to asfollows:(i) First, to accrued interest due;(ii) Second, to the outstanding principal balance;(iii) Third, to any outstanding costs or fees including, but not limited to,service fees, wire fees, and collection costs Borrower is obligated to payunder this Note and the other Loan Documents; and(iv) Fourth, to all outstanding Late Fees (defined below).          (c) Maturity Date. The Loan shall be fully due and payable on or before December 31,2009 (“Maturity Date”). **Lender is under no obligation to renew this Term Note after the maturitythereof.**     4. Prepayment. Prepayment of this Note is permitted in whole or in part at any time,without penalty or premium.
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     5. Creation of Security Interest.          (a) Borrower grants and pledges to Lender a continuing security interest in all of Borrower’sright, title and interest in and to all of the following property, whether now owned or existing orhereafter acquired or arising and regardless of where located (collectively, the “Collateral”), ascollateral security for the prompt and complete payment and performance when due (whether at statedmaturity, by acceleration or otherwise) of the Loan:          (i) all common units of Hiland Partners, LP, a Delaware limited partnership (the“Partnership”), owned by Borrower (the “Common Units”);          (ii) all subordinated units of the Partnership owned by the Borrower (the “SubordinatedUnits”);          (iii) all distributions (whether made in cash, instruments, income, securities or otherproperty), dividends, cash, securities, instruments and other property now or hereafterreceived, receivable or otherwise made with respect to, in substitution for, or in exchangefor the Common Units or the Subordinated Units, including interim distributions, returns ofcapital, loan repayments, and payments made in (or proceeds received from any) liquidationof the Partnership; and          (iv) all proceeds of all or any of the foregoing, in whatever form.          (b) The security interest in the Collateral created hereunder is subordinate to the securityinterest in the Collateral granted by Borrower pursuant to that certain Pledge Agreement datedAugust 7, 2009 by Borrower in favor of The Security National Bank of Enid, to secure Borrower’sobligations under that certain First Amended and Restated Senior Secured Credit Agreement dated asof August 7, 2009 between Hiland Holdings GP, LP, as borrower, and The Security National Bank ofEnid, as lender (as amended, restated, supplemented or otherwise modified from time to time, the“Senior Credit Agreement”).          (c) Borrower hereby confirms that by signing this Note, Borrower has authenticated this Note,within the meaning of Section 9 of the Uniform Commercial Code of the State of Oklahoma. This Noteshall constitute full authorization in favor of Lender to file appropriate financing statements,initial or “in lieu” financing statements, continuation statements, and statements of amendment,with or without Borrower’s signature, as may be necessary or advisable to perfect and maintain theperfection and priority of the security interest granted to Lender in this Note. Any such financingstatements, continuation statements or amendments may be signed by Lender on Borrower’s behalf.     6. Event of Default and Remedies.          (a) Event of Default. An “Event of Default” under this Note means the occurrence ofany of the following:          (i) the failure to pay any payment as and when required under this Note;
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          or          (ii) the occurrence of an Event of Default (as such term is defined in the SeniorCredit Agreement) pursuant to either Section 6.01(c) or Section 6.01(e) of the Senior CreditAgreement.          (b) Remedies. On and during the occurrence of an Event of Default: (i) interest shallaccrue at the Default Rate; (ii) Lender may, at its option and without notice (such notice beingexpressly waived), declare the Loan immediately due and payable; and (iii) Lender may pursue allrights and remedies available under all other Loan Documents. Lender’s rights, remedies, andpowers, as provided in this Note and the other Loan Documents, are cumulative and concurrent, andmay be pursued singly, successively, or together against Borrower, the security described in theLoan Documents, and all other security given at any time to secure the payment of this Note, all atthe sole discretion of Lender. Additionally, Lender may resort to every other right or remedyavailable at law or in equity without first exhausting the rights and remedies contained in thisNote, all in Lender’s sole discretion. Failure of Lender, for any period of time or on more thanone occasion, to exercise its option to accelerate the Maturity Date shall not constitute a waiverof the right to exercise the same at any time during the continued existence of any Event ofDefault or any subsequent Event of Default. No course of dealing between Borrower and Lender orany delay on the part of Lender in exercising any rights under this Note shall operate as a waiverof any rights of Lender.     If any attorney is engaged: (i) to collect the Loan or any sums due under the Loan Documents,whether or not legal proceedings are thereafter instituted by Lender; (ii) to represent Lender inany bankruptcy, reorganization, receivership, or other proceedings affecting creditors’ rights andinvolving a claim under this Note; (iii) to protect the liens and security interests; (iv) toforeclose on the collateral under the Loan Documents; (v) to represent Lender in any otherproceedings whatsoever in connection with any of the Loan Documents including, without limitation,post judgment proceedings to enforce any judgment related to the Loan Documents and probateproceedings; or (vi) in connection with seeking an out-of-court workout or settlement of any of theforegoing, then Borrower shall pay to Lender all reasonable costs, attorneys’ fees, and expenses inconnection therewith, in addition to all other amounts due under this Note.     7. Late Fees. If payments of principal or interest, or any other amount under theNote or other Loan Documents are not timely made or remain overdue for a period of ten (10) days,Borrower, without notice or demand by Lender, promptly shall pay in addition to any other amountsdue hereunder an amount (“Late Fee”) equal to five percent (5.0%) of each delinquent payment.     8. Waiver. Borrower, for itself and all endorsers, and sureties of this Note, andtheir heirs, successors, assigns, and legal representatives, waives presentment for payment,demand, notice of nonpayment, notice of dishonor, protest of any dishonor, notice of protest, andprotest of this Note, and all other notices in connection with the delivery, acceptance,performance, default, or enforcement of the payment of this Note, and agrees that their respectiveliability shall be unconditional and without regard to the liability of any other party and shallnot be in any
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manner affected by any indulgence, extension of time, renewal, waiver, or modification grantedor consented to by Lender. Borrower, for itself and all endorsers, and sureties of this Note, andtheir heirs, legal representatives, successors, and assigns, consents to every extension of time,renewal, waiver, or modification that may be granted by Lender with respect to the payment or otherprovisions of this Note, and to the release of any makers, endorsers, or sureties, and of anycollateral given to secure the payment of this Note, or any part of this Note, with or withoutsubstitution, and agrees that additional makers, endorsers, or sureties may become parties to thisNote without notice to Borrower or to any endorser, or surety, and without affecting the liabilityof any of them.     9. Evidence of Indebtedness. This Note is given and accepted as evidence ofindebtedness only and not in payment or satisfaction of any indebtedness or obligation.     10. Choice of Law, Jurisdiction, and Venue. This Note shall be deemed to have beenmade and executed in the State of Oklahoma, and this Note shall be interpreted, construed, andenforced in accordance with the laws of the State of Oklahoma without regard to the principles ofconflict of laws.     BORROWER AGREES THAT ALL ACTIONS OR PROCEEDINGS ARISING DIRECTLY, INDIRECTLY, OR OTHERWISE INCONNECTION WITH, OUT OF, RELATED TO OR FROM THIS NOTE SHALL BE LITIGATED, AT LENDER’S SOLEDISCRETION AND ELECTION, IN COURTS HAVING A SITUS WITHIN THE STATE OF OKLAHOMA. BORROWER HEREBYCONSENTS AND SUBMITS TO THE JURISDICTION OF ANY LOCAL, STATE, OR FEDERAL COURT LOCATED WITHIN SAIDSTATE. BORROWER HEREBY WAIVES ANY RIGHT IT MAY HAVE TO TRANSFER OR CHANGE THE VENUE OF ANYLITIGATION BROUGHT AGAINST IT BY LENDER ON THE LOAN DOCUMENTS IN ACCORDANCE WITH THIS PARAGRAPH.     11. Severability. If one or more of the provisions of this Note shall for any reasonbe held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, orunenforceability shall not affect any other provisions of this Note, but this Note shall beconstrued as if such invalid, illegal, or unenforceable provision had never been contained in thisNote.     12. Modification. This Note shall not be modified, amended, changed, terminated,supplemented, or any term or condition hereof waived except in writing signed by Borrower andLender.     13. Assignment. Borrower shall not assign its obligations under this Note without theexpress written consent of Lender. Lender, however, may assign, transfer, pledge or sell itsinterest in this Note. On notification of such assignment, Borrower shall remit any payments duehereunder directly to the address of the assignee set forth on the notification.     14. Headings. Headings are for convenience of reference only and shall not be deemedto modify, explain, enlarge, or restrict any of the provisions of this Note.
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     15. Notices. Notices shall be given under this Note at the addresses of the partiesshown above by first class mail, postage prepaid, or by overnight delivery.     16. Joint and Several Obligations. The obligations of Borrower under this Note arejoint and several obligations of Borrower and of each Borrower, if more than one, and of eachBorrower’s heirs, personal representatives, successors, and assigns, provided nothing in this Noteshall be deemed consent to any assignment restricted or prohibited by the Loan Documents.     17. Time of Essence. Time is of the essence on this Note and the performance of eachof the covenants and agreements in the Note.     18. Sale of Loan. Lender, at any time and without the consent of Borrower, may grantparticipations in or sell, transfer, assign, and convey all or any portion of its right, title, andinterest in and to the Loan, this Note and the other Loan Documents, any guaranties given inconnection with the Loan, and any collateral given to secure the Loan. If Lender sells, transfers,conveys, or assigns all of Lender’s right, title, and interest in this Note or the Loan, Lendershall give notice thereof to Borrower and Lender shall thereon be released from liability andobligations of Lender under this Note and under all other transferred Loan Documents from and afterthe date of such transfer; provided such transferee agrees to be bound by the obligations of Lenderthereunder. Notice to Borrower shall not be required for any partial sale, transfer, assignment,or conveyance of this Note.     19. Jury Trial Waiver. BORROWER, AND HOLDER BY ITS ACCEPTANCE OF THIS NOTE, HEREBYWAIVE THEIR RESTRICTIVE RIGHTS TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED ON, OR RELATEDTO, THE SUBJECT MATTER OF THIS NOTE AND THE BUSINESS RELATIONSHIP THAT IS BEING ESTABLISHED. THISWAIVER IS KNOWINGLY, INTENTIONALLY, AND VOLUNTARILY MADE BY BORROWER AND BY LENDER, AND BORROWERACKNOWLEDGES THAT NEITHER HOLDER NOR ANY PERSON ACTING ON BEHALF OF LENDER HAS MADE ANYREPRESENTATIONS OF FACT TO INCLUDE THIS WAIVER OR TRIAL BY JURY OR HAS TAKEN ANY ACTIONS WHICH INANY WAY MODIFY OR NULLIFY ITS EFFECT. BORROWER AND LENDER ACKNOWLEDGE THAT THIS WAIVER IS AMATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT BORROWER AND LENDER HAVE ALREADYRELIED ON THIS WAIVER IN ENTERING INTO THIS NOTE AND THAT EACH OF THEM WILL CONTINUE TO RELY ONTHIS WAIVER IN THEIR RELATED FUTURE DEALINGS. BORROWER AND LENDER FURTHER ACKNOWLEDGE THAT THEYHAVE BEEN REPRESENTED IN THE SIGNING OF THIS NOTE AND IN THE MAKING OF THIS WAIVER BY INDEPENDENTCOUNSEL.(continued on the following page)
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     In witness whereof, the undersigned has executed this Note or has caused the same to beexecuted by its duly authorized representative as of the date above first written.         **Lender:**           /s/ Harold Hamm         Harold Hamm           **Borrower:**           HILAND HOLDINGS GP, LP, a Delaware limited partnership           By: Hiland Partners GP Holdings, LLC, its general partner           By: /s/ Matthew S. Harrison           Name: Matthew S. Harrison    Title: Vice President-Finance, Chief Financial Officer and Secretary