exhibit4_1.htm


    
      
         


      

      
         


        
          

        

      

      
         


        
           EXHIBIT
4.1                                                                                                                                                
                                                                                                                                  
 EXECUTION 

        

      

    


    
      


       

      


       

      


       

      


    

    


     

    


     

    


     

    


     

    SUBORDINATION
AGREEMENT

     

    dated as
of May 1, 2009

     

    among

     

    Boardwalk
Pipelines Holding Corp.

     

    as
Subordinated Creditor

     

    Wachovia
Bank, National Association

    as Senior
Creditor Representative

    


    and

     

    Boardwalk
Pipelines, LP

     

    as
Borrower

     

    


     

    


     

    


     

    


     

    
      


       

      


    

    


     

    


     


    
      
         


      

      
         


        
          

        

      

      
         


        
          EXHIBIT
4.1                                                                                                                                                                               
                                                                                                    
 EXECUTION 

        

      

    


    TABLE OF
CONTENTS

     

     

    ARTICLE
I DEFINITIONS.................................................................................................................................................................................................................................................................1

     

    Section
1.1                                                                                                                                       Definitions.......................................................................................................................................1

    Section
1.2                                                                                                                                       Other
Definitional Provisions...................................................................................................3

     

    ARTICLE
II SUBORDINATION.....................................................................................................................................................................................................................................................3

     

    Section
2.1                                                                                                                                       Subordination
of Subordinated Debt to Senior Debt........................................................3

    Section
2.2                                                                                                                                       Subordination
in a Proceeding...................................................................................................3

    Section
2.3                                                                                                                                       Subordinated
Debt Payment Restrictions............................................................................4

    Section
2.4                                                                                                                                       Subordinated
Debt Standstill Provisions............................................................................4

    Section
2.5                                                                                                                                       Incorrect
Payments Held in Trust..........................................................................................5

    Section
2.6                                                                                                                                       Sale,
Transfer or other Disposition of Subordinated Debt............................................5

    Section
2.7                                                                                                                                       Legends.............................................................................................................................................5

    Section
2.8                                                                                                                                       Prohibition
on Contesting Senior Debt...................................................................................6

     

    ARTICLE
III MODIFICATIONS....................................................................................................................................................................................................................................................6

     

    Section
3.1                                                                                                                                       Modifications
to Senior Loan Documents.............................................................................6

    Section
3.2                                                                                                                                       Modifications
to Subordinated Loan Documents...............................................................6

    Section
3.3                                                                                                                                       Subordination
Not Affected.....................................................................................................6

     

    ARTICLE
IV REPRESENTATIONS
AND WARRANTIES..........................................................................................................................................................................................7

     

    Section
4.1                                                                                                                                      
Representations and Warranties of
Subordinated
Creditor.........................................7

    Section
4.2                                                                                                                                      
Representations and Warranties of The
Senior Creditor Representative................8

     

    ARTICLE
V SUBROGATION..........................................................................................................................................................................................................................................................8

           
Section
5.1 ..................................................................................................................................................................................................................................................................................................8

     

    ARTICLE
VI RELATIVE
RIGHTS................................................................................................................................................................................................................................................8

     

    Section
6.1 ...................................................................................................................................................................................................................................................................................................8

     

    ARTICLE
VII NOTICES.......................................................................................................................................................................................................................................................................9

     

    Section
7.1                                                                                                                                      
By the Subordinated Creditor To The
Senior Creditor
Representative.......................9  

    Section
7.2                                                                                                                                       By
the Borrower to the Senior Creditor Representative.................................................9

    Section
7.3                                                                                                                                       By
the Borrower to the Subordinated Creditor.................................................................9

     

    ARTICLE
VIII MISCELLANEOUS ..............................................................................................................................................................................................................................................9

     

    Section
8.1                                                                                                                                       Addresses
for Notices.................................................................................................................9

    Section
8.2                                                                                                                                       Successors
and Assigns..............................................................................................................10

    Section
8.3                                                                                                                                       Amendments...................................................................................................................................10

    Section
8.4                                                                                                                                       Conflict...........................................................................................................................................11

    Section
8.5                                                                                                                                       Headings...........................................................................................................................................11

    Section
8.6                                                                                                                                       Counterparts.................................................................................................................................11

    Section
8.7                                                                                                                                       Severability....................................................................................................................................11

    Section
8.8                                                                                                                                       Further
Assurances....................................................................................................................11

    Section
8.9                                                                                                                                      
Continuation of Subordination;
Termination of
Agreement..........................................11

    Section
8.10                                                                                                                                     Governing
Law...............................................................................................................................11

    Section
8.11                                                                                                                                     Submission
to Jurisdiction; Service of Process...................................................................11

    


     


    
      
         


      

      
         


        
          

        

      

      
         


        
          EXHIBIT
4.1                                                                                                                                                                       
                                                                                                            
 EXECUTION 

        

      

    


    SUBORDINATION
AGREEMENT

     

    THIS SUBORDINATION AGREEMENT
(this “Agreement”) is
entered into as of May 1, 2009, by and among BOARDWALK PIPELINES HOLDING
CORP., a Delaware corporation (the “Subordinated
Creditor”), WACHOVIA
BANK, NATIONAL ASSOCIATION, as the Senior Creditor Representative for the
Senior Creditors party to the Senior Credit Agreement defined below (the “Senior Creditor
Representative”), and BOARDWALK PIPELINES, LP, a
Delaware limited partnership (the “Borrower”).

     

    R E C I T A L
S

     

    A. The
Borrower, Texas Gas Transmission, LLC, a Delaware limited liability company
(“Texas Gas”),
Gulf South Pipeline Company, LP, a Delaware limited partnership (“Gulf South”, and
together with the Borrower and Texas Gas, the “Senior Loan
Borrowers”), Boardwalk Pipeline Partners, LP, a Delaware limited
partnership, the Senior Creditor Representative and the Senior Creditors are
parties to an Amended and Restated Revolving Credit Agreement, dated as of June
29, 2006, as amended by (x) Amendment No. 1 thereto, dated as of April 2, 2007
and (y) Amendment No. 2 thereto, dated as of November 27, 2007 (and as the same
may be further amended, restated, amended and restated, supplemented, modified,
refunded, replaced or refinanced from time to time, the “Senior Credit
Agreement”), pursuant to which, among other things, the Senior Creditors
have agreed, subject to the terms and conditions set forth in the Senior Credit
Agreement, to make up to $1,000,000,000 of loans and other financial
accommodations available to the Senior Loan Borrowers.

     

    B. The
Borrower and the Subordinated Creditor are entering into a Subordinated Loan
Agreement, dated as of May 1, 2009 (as the same may be amended, restated,
amended and restated, supplemented, modified, refunded, replaced or refinanced
from time to time as permitted hereunder, the “Subordinated Loan
Agreement”), pursuant to which the Subordinated Creditor will make one or
more loans to the Borrower in the aggregate amount of up to $200,000,000 at the
time specified therein which loans will be evidenced by a subordinated note in
the form attached as Exhibit A to the Subordinated Loan Agreement (as the same
may be amended, restated, supplemented or otherwise modified from time to time
as permitted hereunder, the “Subordinated
Note”).

     

    C. Under the
terms of the Senior Credit Agreement up to $100,000,000 of the loans by the
Subordinated Creditor to the Borrower shall be excluded in the calculation of
the Consolidated Leverage Ratio (as defined in the Senior Credit Agreement) on
the condition that such loans are subordinated to the Obligations (as defined in
the Senior Credit Agreement) on terms and conditions satisfactory to the Senior
Creditor Representative.

     

    NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which hereby are
acknowledged, the parties hereto hereby agree as follows:

     

    ARTICLE
I

     

    Definitions

     

    Section
1.1 Definitions

     

    .  In
addition to the other terms defined herein, the following terms used herein
shall have the meanings herein specified (to be equally applicable to both the
singular and plural forms of the terms defined):

     

    “Business Day” shall
mean a day other than a Saturday, Sunday or other day on which commercial banks
in New York City are authorized or required by law to close.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    “Distribution” means,
with respect to any indebtedness or obligation, (a) any payment or distribution
by any Person of cash, securities or other property, by set-off or otherwise, on
account of such indebtedness or obligation, (b) any redemption, purchase,
defeasance or other acquisition or retirement for value of such indebtedness or
obligation by any Person or (c) the granting of any lien or security interest to
or for the benefit of the holders of such indebtedness or obligation in or upon
any property of any Person.

     

    “Enforcement Action”
shall mean (a) to take from or for the account of the Borrower, by set-off or in
any other manner, the whole or any part of any moneys which may now or hereafter
be owing by the Borrower with respect to the Subordinated Debt, (b) to sue for
payment of, or to initiate or participate with others in any suit, action or
proceeding against the Borrower (including any Proceeding) to (i) enforce
payment of or to collect the whole or any part of the Subordinated Debt or (ii)
commence judicial enforcement of any of the rights and remedies under the
Subordinated Loan Documents or applicable law with respect to the Subordinated
Debt, (c) to accelerate the Subordinated Debt, (d) to exercise any put option or
to cause the Borrower to honor any redemption or mandatory prepayment obligation
under any Subordinated Loan Document or (e) to take any action under the
provisions of any state or federal law, including, without limitation, the
Uniform Commercial Code, or under any contract or agreement, to enforce,
foreclose upon, take possession of or sell any property or assets of the
Borrower.

     

    “MLP” shall mean
Boardwalk Pipeline Partners, LP, a Delaware limited partnership.

     

    “Person” shall mean
any individual, partnership, firm, corporation, association, joint venture,
limited liability company, trust or other entity, or any governmental
authority.

     

    “Proceeding” shall
mean, with respect to the Borrower, any voluntary or involuntary insolvency,
bankruptcy, receivership, custodianship, liquidation, dissolution,
reorganization, assignment for the benefit of creditors, appointment of a
custodian, receiver, trustee or other officer with similar powers or any other
proceeding for the liquidation, dissolution or other winding up of the
Borrower.

     

    “Senior Credit
Agreement” has the meaning provided that term in the preamble to this
Agreement.

     

    “Senior Creditor
Representative” has the meaning provided that term in the preamble to
this Agreement.

     

    “Senior Creditors”
shall mean the holders of the Senior Debt from time to time.

     

    “Senior Debt” shall
mean the Obligations (as defined in the Senior Credit
Agreement).  Senior Debt shall be considered to be outstanding
whenever any loan commitment under the Senior Loan Document is
outstanding.

     

    “Senior Default” shall
mean any “Event of Default” as that term is defined in the Senior Loan
Documents.

     

    “Senior Loan
Borrowers” shall have the meaning provided that term in the
recitals.

     

    “Senior Loan
Documents” shall mean the Senior Credit Agreement and all other
agreements, documents and instruments executed from time to time in connection
therewith, as the same may be amended, restated, amended and restated,
supplemented, modified, refunded, replaced or refinanced from time to
time.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    “Standstill Period”
shall have the meaning provided that term in Section 2.4.

     

    “Subordinated
Creditor” shall mean the holder(s) of the Subordinated Debt from time to
time.

     

    “Subordinated Debt”
shall mean the Obligations (as defined in the Subordinated Loan
Agreement).

     

    “Subordinated Default”
shall mean any “Event of Default” as that term is defined in the
Subordinated Loan Documents.

     

    “Subordinated Loan
Agreement” shall have the meaning provided that term in the
recitals.

     

    “Subordinated Loan
Documents” shall mean the Subordinated Loan Agreement, the Subordinated
Note, and all other documents, agreements and instruments now existing or
hereinafter entered into evidencing or pertaining to all or any portion of the
Subordinated Debt.

     

    “Subordinated Note”
shall have the meaning provided that term in the recitals.

     

    “Subsidiary” shall
mean as to any Person, a corporation, partnership, limited liability company or
other entity of which shares of stock or other ownership interests having
ordinary voting power (other than stock or such other ownership interests having
such power only by reason of the happening of a contingency) to elect a majority
of the Board of Directors or other managers of such corporation, partnership or
other entity are at the time owned, or the management of which is otherwise
controlled, directly or indirectly through one or more intermediaries, or both,
by such Person.

     

    Section
1.2 Other Definitional
Provisions.

     

    (a)           The
words “hereof”, “herein” and “hereunder” and words of similar import when used
in this Agreement shall refer to this Agreement as a whole and not to any
particular provision of this Agreement, and Section, Schedule and Exhibit
references are to this Agreement unless otherwise specified.

     

    (b)           The
meanings given to terms defined herein shall be equally applicable to both the
singular and plural forms of such terms.

     

    (c)           The
terms “Borrower”, “Senior Creditor Representative”, “Senior Creditor”, and
“Subordinated Creditor”  shall include, without limitation, their
respective successors and assigns.

     

    ARTICLE
II

     

    Subordination

     

    Section
2.1 Subordination of
Subordinated Debt to Senior Debt

     

    .  Each
of the Borrower and the Subordinated Creditor covenants and agrees,
notwithstanding anything to the contrary contained in any of the Subordinated
Loan Documents, that the payment of any and all of the Subordinated Debt shall
be subordinate and subject in right and time of payment, to the extent and in
the manner hereinafter set forth, to the prior payment in full in cash of all
Senior Debt and termination of all lending commitments under the Senior Loan
Documents.

     

    
      
        
        

      

      
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    Section
2.2 Subordination in a
Proceeding

     

    . In the event of any
Proceeding:

     

    (a) All
Senior Debt shall first be paid in full in cash and all commitments to lend
under the Senior Loan Documents shall be terminated before any Distribution,
whether in cash, securities or other property, shall be made to the Subordinated
Creditor on account of any Subordinated Debt.

     

    (b) Any
Distribution, whether in cash, securities or other property which would
otherwise, but for the terms hereof, be payable or deliverable in respect of the
Subordinated Debt shall be paid or delivered directly to the Senior Creditor
Representative (to be held and/or applied by the Senior Creditor Representative
in accordance with the terms of the Senior Loan Documents) until all Senior Debt
is paid in full in cash and all commitments to lend under the Senior Loan
Documents shall have been terminated.  The Subordinated Creditor
irrevocably authorizes, empowers and directs any debtor, debtor in possession,
receiver, trustee, liquidator, custodian, conservator or other Person having
authority, to pay or otherwise deliver all such Distributions to the Senior
Creditor Representative. The Subordinated Creditor also irrevocably authorizes
and empowers the Senior Creditor Representative, in its name or in the name of
Subordinated Creditor, to demand, sue for, collect and receive any and all such
Distributions.

     

    (c) The
Subordinated Creditor agrees to execute, verify, deliver and file any proofs of
claim in respect of the Subordinated Debt requested by the Senior Creditor
Representative in connection with such Proceeding and, in the event it fails to
file any such proofs of claim, hereby irrevocably authorizes, empowers and
appoints the Senior Creditor Representative as its attorney-in-fact to execute,
verify, deliver and file such proofs of claim.

     

    (d) The
Senior Debt shall continue to be treated as Senior Debt and the provisions of
this Agreement shall continue to govern the relative rights and priorities of
Senior Creditors and the Subordinated Creditor even if all or part of the Senior
Debt or the security interests, if any, securing the Senior Debt are
subordinated, set aside, avoided, invalidated or disallowed in connection with
such Proceeding or otherwise, and this Agreement shall be reinstated if at any
time any payment of any of the Senior Debt is rescinded or must otherwise be
returned by any holder of Senior Debt or any representative of such
holder.

     

    Section
2.3 Subordinated Debt Payment
Restrictions.

     

    (a) In the
event that a Senior Default has occurred and is continuing (and has not been
waived in accordance with the terms of the Senior Credit Agreement) then,
notwithstanding the terms of the Subordinated Loan Documents, the Borrower
hereby agrees that it shall not make, whether directly or indirectly, and the
Subordinated Creditor hereby agrees that it will not accept, take or claim from
the Borrower, any Distribution with respect to the Subordinated Debt until the
Senior Debt is paid in full in cash and all commitments to lend under the Senior
Loan Documents have terminated.

     

    (b) Notwithstanding
any provision of this Section 2.3 to the contrary, the failure of the Borrower
to make any Distribution with respect to the Subordinated Debt by reason of the
operation of this Section 2.3 shall not be construed as preventing the
occurrence of a Subordinated Default under the applicable Subordinated Loan
Documents.

     

    
      
        
        

      

      
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    Section
2.4 Subordinated Debt Standstill
Provisions

     

    .  The
Subordinated Creditor agrees that it shall not take any Enforcement Action
available upon the occurrence of a Subordinated Default during the period (the
“Standstill
Period”) ending on the earliest of (a) the date that all of the Senior
Debt shall have been paid in full and all commitments to lend under the Senior
Loan Documents shall be terminated, (b) the occurrence of a Proceeding, (c) the
expiration of one hundred eighty (180) days following the Subordinated Creditor
giving a written notice to the Borrower and the Senior Creditor Representative
stating that a Subordinated Default has occurred and is continuing, or (d) the
date the Senior Creditors accelerate the maturity of the Senior Debt or the date
the Senior Creditors exercise any other rights or remedies available to them
upon a Senior Default.  Notwithstanding the foregoing, any
Distributions or other proceeds of any Enforcement Action obtained by
Subordinated Creditor in breach of this Section 2.4 shall in any event be held
in trust by it for the benefit of the Senior Creditor Representative and Senior
Creditors and promptly be paid or delivered to the Senior Creditor
Representative for the benefit of Senior Creditors in the form received until
all Senior Debt is paid in full in cash and all commitments to lend under the
Senior Loan Documents shall have been terminated.

     

    Section
2.5 Incorrect
Payments Held
in Trust

     

    .  If
any Distribution on account of the Subordinated Debt not permitted to be made by
the Borrower or accepted, taken or claimed by Subordinated Creditor under this
Agreement is made and received by Subordinated Creditor, whether from Borrower
or any guarantor, such Distribution shall not be commingled with any of the
assets of Subordinated Creditor, shall be held in trust by Subordinated Creditor
for the benefit of the Senior Creditor Representative and the Senior Creditors
and shall be promptly paid over to the Senior Creditor Representative for
application (in accordance with the Senior Loan Documents) to the payment of the
Senior Debt then remaining unpaid, until all of the Senior Debt is paid in
full.

     

    Section
2.6 Sale, Transfer or other
Disposition of Subordinated Debt.

     

    (a) The
Subordinated Creditor shall not sell, assign, pledge, dispose of or otherwise
transfer all or any portion of the Subordinated Debt or any Subordinated Loan
Document: (i) without giving at least 3 Business Days’ prior written notice
of such action to the Senior Creditor Representative, (ii) if the transferee
thereof is not a Permitted Investor (as defined in the Senior Credit Agreement),
without the prior written consent of the Senior Creditor Representative,
and (iii) unless, prior to the consummation of any such action, the transferee
thereof shall execute and deliver to the Senior Creditor Representative an
agreement substantially identical to this Agreement, providing for the continued
subordination of the Subordinated Debt to the Senior Debt as provided herein and
for the continued effectiveness of all of the rights of the Senior Creditor
Representative and Senior Creditors arising under this Agreement.

     

    (b) Notwithstanding
the failure of any transferee to execute or deliver an agreement substantially
identical to this Agreement, the subordination effected hereby shall survive any
sale, assignment, pledge, disposition or other transfer of all or any portion of
the Subordinated Debt, and the terms of this Agreement shall be binding upon the
successors and assigns of Subordinated Creditor.

     

    Section
2.7 Legends

     

    .  Until
the termination of this Agreement in accordance with Section 8.9 hereof, the
Subordinated Creditor will cause to be clearly, conspicuously and prominently
inserted on the face of the Subordinated Note, as well as any renewals or
replacements thereof, the following legend:

     

    “This
instrument and the rights and obligations evidenced hereby are subordinate in
the manner and to the extent set forth in that certain Subordination Agreement,
dated as of May 1, 2009 (the “Subordination
Agreement”), among BOARDWALK PIPELINES HOLDING CORP. (the “Subordinated
Creditor”), WACHOVIA BANK, NATIONAL ASSOCIATION (the “Senior Creditor
Representative”), and BOARDWALK PIPELINES, LP, a Delaware limited
partnership (the “Borrower”), to the
indebtedness (including interest) owed by the Borrower pursuant to that certain
Amended and Restated Revolving Credit Agreement, dated as of June 29, 2006, as
amended, restated, amended and restated, supplemented, modified, refunded,
replaced or refinanced from time to time, among the Borrower, the Senior
Creditor Representative and the lenders from time to time party thereto, and
each holder of this instrument, by its acceptance hereof, irrevocably agrees to
be bound by the provisions of the Subordination Agreement.”

     

    
      
        
        

      

      
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    Section
2.8 Prohibition on Contesting
Senior Debt

     

    .  The
Subordinated Creditor (solely in its capacity as such and not in its capacity as
the direct or indirect owner of the equity interests in the Borrower or in any
other capacity) agrees that it shall not (and hereby waives any right to)
contest, or support any other Person in contesting, in any proceeding (including
any Proceeding): (i) the validity or enforceability of any Senior Loan Document
or the Senior Debt, (ii) the validity, perfection, priority or enforceability of
any liens, mortgages, assignments and security interests granted with respect to
the Senior Debt or (iii) any foreclosure proceeding or action brought by the
Senior Creditor Representative or the Senior Creditors or any other exercise by
the Senior Creditor Representative or the Senior Creditors of any rights and
remedies under the Senior Loan Documents or otherwise.

     

    ARTICLE
III

     

    Modifications

     

    Section
3.1 Modifications to Senior Loan
Documents

     

    . The Senior Creditors may
at any time and from time to time without the consent of or notice to
Subordinated Creditor, without incurring liability to the Subordinated Creditor
and without impairing or releasing the obligations of the Subordinated Creditor
under this Agreement, change the manner or place of payment or extend the time
of payment of or renew or alter any of the terms of the Senior Debt, or amend,
restate, amend and restate, supplement, modify, refund, replace or refinance in
any manner the Senior Loan Documents or any agreement, note, guaranty or other
instrument evidencing or securing or otherwise relating to the Senior
Debt.

     

    Section
3.2 Modifications to
Subordinated Loan Documents

     

    . Until the Senior Debt
has been paid in full in cash and all lending commitments under the Senior Loan
Documents have terminated, and notwithstanding anything to the contrary
contained in the Subordinated Loan Documents, the Subordinated Creditor shall
not, without the prior written consent of the Senior Creditor Representative,
agree to any amendment, modification or supplement to the Subordinated Loan
Documents the effect of which is to (a) increase the maximum principal amount of
the Subordinated Debt above $200,000,000 or increase the rate of interest on any
of the Subordinated Debt, (b) change the dates upon which payments of principal
on the Subordinated Debt are due, (c) change any redemption or prepayment
provisions of the Subordinated Debt, (d) alter the subordination provisions with
respect to the Subordinated Debt, including, without limitation, subordinating
the Subordinated Debt to any other indebtedness, (e) take any liens or security
interests in any assets of the Borrower, any of its Subsidiaries or the MLP, (f)
obtain any guarantees or credit support, whether directly or indirectly, with
respect to the Subordinated Debt from any of the Borrower’s Subsidiaries or the
MLP, (g) change any event of default or add any event of default, (h) add any
financial maintenance covenant, or (i) make any other amendment thereof or
change thereto, if the effect of such amendment or change, with all other
amendments or changes made, is to increase materially the obligations of the
Borrower thereunder or would be adverse to the Senior Creditors or the Senior
Creditor Representative.

     

    Section
3.3 Subordination Not
Affected

     

    . All rights and interests
of the Senior Creditor Representative and the Senior Creditors hereunder, and
all agreements and obligations of the Subordinated Creditor and the Borrower
under this Agreement, shall remain in full force and effect irrespective
of:

     

    (i)           any
lack of validity or enforceability of the Senior Loan Documents;

     

    (ii)           any
change in the time, manner or place of payment of, or in any other term of, all
or any of the Senior Debt or any other amendment or waiver of or any consent to
any departure from the Senior Loan Documents, including, without limitation, any
increase in the Senior Debt resulting from the extension of additional credit to
the Borrower, any of its Subsidiaries or the MLP or otherwise;

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    (iii)           any
taking, exchange, release or non perfection of any other collateral, or any
taking, release or amendment or waiver of or consent to departure from any
guaranty, for all or any of the Senior Debt;

     

    (iv)           any
manner of application of collateral, or proceeds thereof, to all or any of the
Senior Debt, or any manner of sale or other disposition of any collateral for
all or any of the Senior Debt or any other assets of the Borrower, any of its
Subsidiaries or the MLP;

     

    (v)           any
change, restructuring or termination of the corporate structure or existence of
the Borrower, any of its Subsidiaries or the MLP; or

     

    (vi)           any
other circumstance which might otherwise constitute a defense available to, or a
discharge of, the Borrower or a subordinated creditor.

     

    The
provisions of this Agreement shall continue to be effective or be reinstated, as
the case may be, if at any time any payment of any of the Senior Debt is
rescinded or must otherwise be returned by the Senior Creditor Representative or
any Senior Creditor upon the occurrence of a Proceeding with respect to the
Borrower or otherwise, all as though such payment had not been
made.

     

    ARTICLE
IV

     

    Representations and
Warranties

     

    Section
4.1 Representations and
Warranties of Subordinated Creditor

     

    .  The
Subordinated Creditor hereby represents and warrants to the Senior Creditor
Representative and Senior Creditors as follows as of the date
hereof:

     

    (a) the
Subordinated Creditor is a corporation duly formed and validly existing under
the laws of the State of Delaware;

     

    (b) the 
Subordinated Creditor has the power and authority to enter into, execute,
deliver and carry out the terms of this Agreement, all of which have been duly
authorized by all proper and necessary action;

     

    (c) the
execution, delivery and performance of this Agreement by the Subordinated
Creditor will not violate or conflict with the organizational documents of the
Subordinated Creditor, any material agreement binding upon the Subordinated
Creditor or any law, regulation or order or require any consent or approval
which has not been obtained;

     

    (d) this
Agreement is the legal, valid and binding obligation of the Subordinated
Creditor, enforceable against the Subordinated Creditor in accordance with its
terms, except as such enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting the enforcement
of creditors’ rights generally and by equitable principles; and

     

    (e) the
Subordinated Creditor is the sole owner, beneficially and of record, of the
Subordinated Loan Documents and the Subordinated Debt.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    Section
4.2 Representations and
Warranties of the Senior Creditor Representative.

     

     The
Senior Creditor Representative hereby represents and warrants to the
Subordinated Creditor as of the date hereof as follows:

     

    (a) the
Senior Creditor Representative has the power and authority to enter into,
execute, deliver and carry out the terms of this Agreement, all of which have
been duly authorized by all proper and necessary action;

     

    (b) the
execution of this Agreement by the Senior Creditor Representative will not
violate or conflict with the organizational documents of the Senior Creditor
Representative, any material agreement binding upon the Senior Creditor
Representative or any law, regulation or order or require any consent or
approval which has not been obtained; and

     

    (c) this
Agreement is the legal, valid and binding obligation of the Senior Creditor
Representative, enforceable against the Senior Creditor Representative in
accordance with its terms, except as such enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting the enforcement of creditors’ rights generally or by equitable
principles.

     

    ARTICLE
V

     

    Subrogation

     

    Section
5.1   

     

     Subject
to the payment in full in cash of all Senior Debt and the termination of all
lending commitments under the Senior Loan Documents, the Subordinated Creditor
shall be subrogated to the rights of the Senior Creditor Representative and the
Senior Creditors to receive Distributions with respect to the Senior Debt until
the Subordinated Debt is paid in full. The Subordinated Creditor agrees that in
the event that all or any part of a payment made with respect to the Senior Debt
is recovered from the holders of the Senior Debt in a Proceeding or otherwise,
any Distribution received by the Subordinated Creditor with respect to the
Subordinated Debt at any time after the date of the payment that is so
recovered, whether pursuant to the right of subrogation provided for in this
Agreement or otherwise, shall be deemed to have been received by the
Subordinated Creditor in trust as property of the Senior Creditors and the
Subordinated Creditor shall forthwith deliver the same to the Senior Creditor
Representative for the benefit of the Senior Creditors for application to the
Senior Debt until the Senior Debt is paid in full. A Distribution made pursuant
to this Agreement to the Senior Creditor Representative or Senior Creditors
which otherwise would have been made to Subordinated Creditor is not, as between
the Borrower and Subordinated Creditor, a payment by the Borrower to or on
account of the Senior Debt.

     

    ARTICLE
VI

     

    Relative
Rights

     

    Section
6.1   

     

     This
Agreement shall define the relative rights of the Senior Creditor
Representative, the Senior Creditors and the Subordinated Creditor with respect
to the payment of the Senior Debt and the Subordinated Debt in accordance with
their respective terms.   Nothing in this Agreement shall (a)
impair, as among the Borrower, the Senior Creditor Representative and the Senior
Creditors and as between the Borrower and the Subordinated Creditor, the
obligation of the Borrower with respect to the payment of the Senior Debt and
the Subordinated Debt in accordance with their respective terms or (b) affect
the relative rights of the Senior Creditor Representative, the Senior Creditors
or  the Subordinated Creditor with respect to any other creditors of
the Borrower.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    ARTICLE
VII

     

    Notices

     

    Section
7.1 By the Subordinated Creditor
to the Senior Creditor Representative

     

    .  The
Subordinated Creditor shall provide the Senior Creditor Representative with
notice of any Subordinated Default simultaneously with giving notice of such
Subordinated Default to the Borrower.

     

    Section
7.2 By the Borrower to the
Senior Creditor Representative

     

    .  The
Borrower shall provide the Senior Creditor Representative with copies of all
notices of any Subordinated Default received by it from the Subordinated
Creditor promptly after its receipt thereof.

     

    Section
7.3 By the Borrower to the
Subordinated Creditor

     

    .  The
Borrower shall provide the Subordinated Creditor with copies of all notices of
any Senior Default received by it from any Senior Creditor or the Senior
Creditor Representative promptly after its receipt thereof.

     

    ARTICLE
VIII

     

    Miscellaneous

     

    Section
8.1 Addresses for
Notices.

     

    (a) All
notices, demands, requests, consents and other communications provided for in
this Agreement shall be given in writing, and addressed to the party to be
notified as follows:

     

    If to the Subordinated
Creditor:

    


    Boardwalk
Pipelines Holding Corp.

    9
Greenway Plaza,  Suite 2800

    Houston,
TX  77046

    Attn:
Corporate Secretary

    Telecopy
no: [866-459-7336]

    


    With a copy
to:

    


    Loews
Corporation

    667
Madison Avenue

    New York,
New York 10021

    Attention:
Corporate Secretary

    Telecopy
no:  (212) 521-2997

    


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    If to the
Borrower:

    


    Boardwalk
Pipelines, LP

    9
Greenway Plaza,  Suite 2800

    Houston,
TX  77046

    Attn:
Corporate Secretary

    Telecopy
no: [866-459-7336]

    


    If to the Senior Creditor
Representative or the Senior Creditors:

    


    Wachovia
Bank, National Association

    c/o
Wachovia Securities

    301 South
College Street

    Charlotte,
North Carolina 28288-5562

    Attention:  Shawn
Young

    Telecopy
no.: (704) 383-6647

    


    Any party
hereto may change its address, telephone number or facsimile number for notices
and other communications hereunder by notice to the other parties
hereto.  All such notices and other communications shall, when
transmitted by overnight delivery, or faxed, be effective when delivered for
overnight (next-day) delivery, or transmitted in legible form by facsimile
machine, respectively, or if mailed, upon the third Business Day after the date
deposited into the mail or if delivered, upon delivery.

     

    (b) Effectiveness of
Notices.  All notices, demands, requests, consents and other
communications described in subsection (a) above shall be effective (i) if
delivered by hand, including any overnight courier service, upon personal
delivery and (ii) if delivered by mail, when deposited in the
mails.

     

    Section
8.2 Successors and
Assigns

     

    .  This
Agreement shall inure to the benefit of, and shall be binding upon, the
respective successors and assigns of the Senior Creditor Representative, the
Senior Creditors, the Subordinated Creditor and the Borrower. To the extent
permitted under the Senior Loan Documents, the Senior Creditors may, from time
to time, without notice to the Subordinated Creditor, assign or transfer any or
all of the Senior Debt or any interest therein to any Person and,
notwithstanding any such assignment or transfer, or any subsequent assignment or
transfer, the Senior Debt shall, subject to the terms hereof, be and remain
Senior Debt for purposes of this Agreement, and every permitted assignee or
transferee of any of the Senior Debt or of any interest therein shall, to the
extent of the interest of such permitted assignee or transferee in the Senior
Debt, be entitled to rely upon and be the third party beneficiary of the
subordination provided under this Agreement and shall be entitled to enforce the
terms and provisions hereof to the same extent as if such assignee or transferee
were initially a party hereto.

     

    Section
8.3 Amendments

     

    .  Any modification
or waiver of any provision of this Agreement, or any consent to any departure by
any party from the terms hereof, shall not be effective in any event unless the
same is in writing and signed by the Senior Creditor Representative and the
Subordinated Creditor, and, if such amendment would adversely affect the
Borrower or impose additional obligations or duties upon the Borrower, the
Borrower.  Any such modification, waiver or consent shall be effective
only in the specific instance and for the specific purpose given. Any notice to
or demand on any party hereto in any event not specifically required hereunder
shall not entitle the party receiving such notice or demand to any other or
further notice or demand in the same, similar or other circumstances unless
specifically required hereunder..

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    Section
8.4 Conflict

     

    .  In
the event of any conflict between any term, covenant or condition of this
Agreement and any term, covenant or condition of any of the Subordinated Loan
Documents, the provisions of this Agreement shall control and
govern.

     

    Section
8.5 Headings

     

    .  The
paragraph headings used in this Agreement are for convenience only and shall not
affect the interpretation of any of the provisions hereof.

     

    Section
8.6 Counterparts

     

    .  This
Agreement may be executed in one or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument.  Delivery of an executed counterpart of a signature page
of this Agreement by telecopy or electronic transmission shall be effective as
delivery of a manually executed counterpart of this Agreement.

     

    Section
8.7 Severability

     

    .  In
the event that any provision of this Agreement is deemed to be invalid, illegal
or unenforceable by reason of the operation of any law or by reason of the
interpretation placed thereon by any court or governmental authority, the
validity, legality and enforceability of the remaining provisions of this
Agreement shall not in any way be affected or impaired thereby, and the affected
provision shall be modified to the minimum extent permitted by law so as most
fully to achieve the intention of this Agreement.

     

    Section
8.8 Further
Assurances

     

    .  Each
party to this Agreement promptly will execute and deliver such further
instruments and agreements and do such further acts and things as may be
reasonably requested in writing by any other party hereto that may be necessary
or desirable in order to effect fully the purposes of this
Agreement.

     

    Section
8.9 Continuation of
Subordination; Termination of Agreement

     

    .  The
provisions of this Agreement constitute a continuing agreement and, subject to
Section 3.3 and Section 3.4, shall remain in full force and effect until the
payment in full of the Senior Debt and termination of the lending
commitments.

     

    Section
8.10 Governing
Law

     

    .  This
Agreement and the rights and obligations of the parties hereto shall be governed
by, and construed and interpreted in accordance with, the law of the State of
New York.

     

    Section
8.11 Submission to Jurisdiction;
Service of Process.

     

    (a) Any legal
action or proceeding with respect to this Agreement or any other Subordinated
Loan Document may be brought in the courts of the State of New York located in
the City of New York or of the United States of America for the Southern
District of New York, and, by execution and delivery of this Agreement, each
party hereto hereby accepts for itself and in respect of its property, generally
and unconditionally, the jurisdiction of the aforesaid courts.  The
parties hereto hereby irrevocably waive any objection, including any objection
to the laying of venue or based on the grounds of forum non conveniens, that any
of them may now or hereafter have to the bringing of any such action or
proceeding in such respective jurisdictions.

     

    (b) Each
party hereto hereby irrevocably consents to the service of any and all process
in any such action or proceeding by the mailing (by registered or certified
mail, postage prepaid) of copies of such process to such party at its address
specified in Section 8.1.  Each party hereto agrees that a final
judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner
provided by law.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    (c) Nothing
contained in this Section shall affect the right of any party to serve process
in any other manner permitted by law or commence legal proceedings or otherwise
proceed against any other party in any other jurisdiction.

     

    


     

    (Signature Page follows)

     


    
      
         


      

      
        12

        
          

        

      

      
         


        
                EXHIBIT
4.1                                                                                                                                                                                                                                                                             
  EXECUTION 

        

      

    


    IN WITNESS WHEREOF, the
Subordinated Creditor, the Borrower and the Senior Creditor Representative have
caused this Agreement to be executed as of the date first above
written.

     

    
      	 
      	
              SUBORDINATED
      CREDITOR:

            
	 
      	 
      
	 
      	
              BOARDWALK
      PIPELINES HOLDING CORP.

            
	 
      	 
      
	 
      	
              By

            	 
      	 
      
	 
      	
              Name:

            	 
      
	 
      	
              Title:

            	 
      
	 
      	 
      
	 
      	 
      
	 
      	
              BORROWER:

            
	 
      	 
      
	 
      	
              BOARDWALK
      PIPELINES, LP

            
	 
      	
               

              By:
      BOARDWALK OPERATING GP, LLC,

              its
      general partner

               

              By:
      BOARDWALK PIPELINE PARTNERS, LP,

                    its
      managing member

               

              By:
      BOARDWALK GP, LP,

                     its
      general partner

               

              By:
      BOARDWALK GP, LLC,

                     its
      general partner

               

            
	 
      	 
      
	 
      	
              By:

            	 
      	 
      
	 
      	
              Name:

            	 
      
	 
      	
              Title:

            	 
      
	 
      	 
      
	 
      	 
      
	 
      	
              SENIOR
      CREDITOR REPRESENTATIVE:

            
	 
      	 
      
	 
      	
              WACHOVIA
      BANK, NATIONAL ASSOCIATION

            
	 
      	 
      
	 
      	
              By

            	 
      	 
      
	 
      	
              Name:

            	 
      
	 
      	
              Title:

            	 
      
	 
      	 
      	 
      	 
      	 
      


    

     


    
      
         


      

      
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