exhibit10_1.htm


    
      
         


      

      
         


        
          

        

      

      
         


        
          EXHIBIT
10.1                                                                                                                                                                                                                                                                                   
 EXECUTION

        

      

    


    
      


       

      


       

      


       

      


    

    


     

    


     

    


     

    


     

    SUBORDINATED
LOAN AGREEMENT

     

    dated as
of May 1, 2009

     

    between

     

    Boardwalk
Pipelines, LP

     

    as
Borrower

     

    and

     

    Boardwalk
Pipelines Holding Corp.

     

    as
Lender

     

    


     

    


     

    


     

    
      


       

      


    


    
      
         


      

      
         


        
          

        

      

      
         


        
          EXHIBIT
10.1                                                                                                                                                                                                                                                                                    
EXECUTION

        

      

    


    TABLE OF
CONTENTS

     

     

    ARTICLE
I DEFINITIONS;
CONSTRUCTION ........................................................................................................................................................................................................................................1

     

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

    Section
1.2                                                                                                                                       Other
Definitional Provisions........................................................................................5

    Section
1.3                                                                                                                                       Accounting
Terms and Principles....................................................................................6

     

    ARTICLE
II AMOUNT
AND TERMS OF THE SUBORDINATED LOANS.........................................................................................................................................................................................6

     

    Section
2.1                                                                                                                                       Subordinated
Loan Commitment......................................................................................6

    Section
2.2                                                                                                                                      
Borrowing
Procedure..........................................................................................................6

    Section
2.3                                                                                                                                      
Optional
Reduction and Termination of Subordinated Loan Commitment.....6

    Section
2.4                                                                                                                                       Repayment
of Subordinated Loans..................................................................................6

    Section
2.5                                                                                                                                       Prepayment................................................................................................................................6

    Section
2.6                                                                                                                                       Interest
on Subordinated Loans.......................................................................................7

    Section
2.7                                                                                                                                       Computation
of Interest......................................................................................................7

    Section
2.8                                                                                                                                       Payments
Generally..............................................................................................................7

     

    ARTICLE
III CONDITIONS
PRECEDENT TO SUBORDINATED LOANS.........................................................................................................................................................................................8

     

    Section
3.1                                                                                                                                       Conditions
to Effectiveness...............................................................................................8

    Section
3.2                                                                                                                                       Conditions
to Making of each Subordinated Loan....................................................8

     

    ARTICLE
IV REPRESENTATIONS
AND WARRANTIES.......................................................................................................................................................................................................................9

     

    Section
4.1                                                                                                                                       Financial
Condition................................................................................................................9

    Section
4.2                                                                                                                                       No
Change..................................................................................................................................9

    Section
4.3                                                                                                                                       Corporate
Existence; Compliance with Law...............................................................9

    Section
4.4                                                                                                                                       Limited Partnership Power; Authorization;
enforeable ligations...................9

    Section 4.5                                                                                                                                       No
Legal Bar...........................................................................................................................10

    Section
4.6                                                                                                                                       No
Material Litigation.......................................................................................................10

    Section
4.7                                                                                                                                       No
Default................................................................................................................................10

    Section
4.8                                                                                                                                       Ownership
of Property........................................................................................................10

    Section
4.9                                                                                                                                       Use
of Proceeds.......................................................................................................................10

    Section
4.10                                                                                                                                     Margin
Regulations..............................................................................................................10

    Section
4.11                                                                                                                                     Investment
Company Act.....................................................................................................10

     

    ARTICLE
V COVENANTS............................................................................................................................................................................................................................................................................10

     

    Section
5.1                                                                                                                                       Notice
of Default...................................................................................................................10

     

    ARTICLE
VI EVENTS
OF DEFAULT...........................................................................................................................................................................................................................................................11

     

    Section
6.1                                                                                                                                       Events
of Default..................................................................................................................11

     

    ARTICLE
VII MISCELLANEOUS................................................................................................................................................................................................................................................................12

     

    Section
7.1                                                                                                                                       Notices........................................................................................................................................12

    Section
7.2                                                                                                                                       Waiver;
Amendments..............................................................................................................13

    Section
7.3                                                                                                                                       Expenses;
Indemnification.....................................................................................................13

    Section
7.4                                                                                                                                       Successors
and Assigns.........................................................................................................14

    Section
7.5                                                                                                                                       Governing
Law..........................................................................................................................14

    Section
7.6                                                                                                                                       Submission
to Jurisdiction; Service of Process..........................................................14

    Section
7.7                                                                                                                                       Waiver
of Jury Trial..............................................................................................................15

    Section
7.8                                                                                                                                       Counterparts;
Integration..................................................................................................15

    Section
7.9                                                                                                                                       Survival.......................................................................................................................................15

    Section
7.10                                                                                                                                    
Severability..............................................................................................................................15

    Section
7.11                                                                                                                                     Non-recourse To The
General Partner and Associated
Persons.........................15

    
 

     


    
      
         


      

      
         


        
          

        

      

      
         


        
          EXHIBIT
10.1                                                                                                                                                                                                                                                                                   
 EXECUTION

        

      

    


    SUBORDINATED LOAN
AGREEMENT

     

    THIS SUBORDINATED LOAN
AGREEMENT (this “Agreement”) is made
and entered into as of May 1, 2009, by and between Boardwalk Pipelines Holding
Corp., a Delaware corporation (the “Lender”), and
Boardwalk Pipelines, LP, a Delaware limited partnership (the “Borrower”).

     

    W I T N E S S E T
H:

     

    WHEREAS, the Borrower has
requested that the Lender make subordinated loans to the Borrower in an
aggregate principal amount of up to $200,000,000; and

     

    WHEREAS, subject to the terms
and conditions of this Agreement, the Lender is willing to make the requested
subordinated loans to the Borrower.

     

    NOW, THEREFORE, in
consideration of the premises and the mutual covenants herein contained, the
Borrower and the Lender agree as follows:

     

    ARTICLE
I

     

    DEFINITIONS;
CONSTRUCTION

     

    Section
1.1 Definitions

     

    .  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):

     

     “Agreement” shall have
the meaning assigned to such term in the opening paragraph of this
Agreement.

     

    “Associated Persons”
shall have the meaning set forth in Section
7.11.

     

    “Availability Period”
shall mean the period from the Closing Date through the day prior to the first
anniversary of the Closing Date.

     

    “Borrower” shall have
the meaning assigned to such term in the opening paragraph of this
Agreement.

     

    “Borrower Affiliate”
shall mean each of the MLP, the General Partner, Boardwalk GP, LLC, each
Subsidiary of the MLP and each Subsidiary of Boardwalk Pipelines,
LP.

     

    “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.

     

    “Capital Lease
Obligations” shall mean, with respect to any Person, the obligations of
such Person to pay rent or other amounts under any lease of (or other
arrangement conveying the right to use) real or personal property, or a
combination thereof, which obligations are required to be classified and
accounted for as capital leases on a balance sheet of such Person under GAAP;
and, for the purposes of this Agreement, the amount of such obligations at any
time shall be the capitalized amount thereof at such time determined in
accordance with GAAP.

     

    “Capital Stock” shall
mean any and all shares, interests, participations or other equivalents (however
designated) of capital stock of a corporation, any and all equivalent ownership
interests in a Person (other than a corporation) and any and all warrants,
rights or options to purchase any of the foregoing.

     

    
      
        
        

      

      
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    “Closing Date” shall
have the meaning assigned to such term in Section 3.1.

     

    “Code” shall mean the
United States Internal Revenue Code of 1986, as amended from time to
time.

     

    “Contractual
Obligation” shall mean as to any Person, any provision of any security
issued by such Person or of any agreement, instrument or other undertaking to
which such Person is a party or by which it or any of its Property is
bound.

     

    “Default” means any of
the events specified in Article VI, whether
or not any requirement for the giving of notice, the lapse of time, or both, has
been satisfied.

     

    “Default Interest”
shall have the meaning set forth in Section
2.4(b).

     

    “Default Interest
Rate” shall mean the Subordinated Loan Interest Rate, plus an additional
2% per annum.

     

    “Dollars” and “$” shall mean the
lawful currency of the United States of America.

     

    “Event of Default”
shall mean any of the events specified in Article VI, provided
that any requirement for the giving of notice, the lapse of time, or both, has
been satisfied.

     

    “Fiscal 2008 10K”
shall have the meaning set forth in Section
4.1.

     

    “GAAP” shall mean
generally accepted accounting principles in the United States applied on a
consistent basis.

     

    “General Partner”
shall mean Boardwalk GP, LP, a Delaware limited partnership.

     

    “Governmental
Authority” shall mean any nation or government, any state or other
political subdivision thereof and any entity exercising executive, legislative,
judicial, regulatory or administrative functions of or pertaining to
government.

     

    “Guarantee Obligation”
shall mean as to any Person (the “guaranteeing person”), any
obligation of (a) the guaranteeing person or (b) another Person (including,
without limitation, any bank under any letter of credit), if to induce the
creation of such obligation of such other Person the guaranteeing person has
issued a reimbursement, counterindemnity or similar obligation, in either case
guaranteeing or in effect guaranteeing any Indebtedness, leases, dividends or
other obligations (the “primary obligations”) of any
other third Person (the “primary obligor”) in any
manner, whether directly or indirectly, including, without limitation, any
obligation of the guaranteeing person, whether or not contingent, (i) to
purchase any such primary obligation or any Property constituting direct or
indirect security therefor, (ii) to advance or supply funds (1) for the purchase
or payment of any such primary obligation or (2) to maintain working capital or
equity capital of the primary obligor or otherwise to maintain the net worth or
solvency of the primary obligor, (iii) to purchase Property, securities or
services primarily for the purpose of assuring the owner of any such primary
obligation of the ability of the primary obligor to make payment of such primary
obligation or (iv) otherwise to assure or hold harmless the owner of any such
primary obligation against loss in respect thereof; provided, however, that the
term Guarantee Obligation shall not include endorsements of instruments for
deposit or collection in the ordinary course of business.  The amount
of any Guarantee Obligation of any guaranteeing person shall be deemed to be the
lower of (a) an amount equal to the stated or determinable amount of the primary
obligation in respect of which such Guarantee Obligation is made and (b) the
maximum amount for which such guaranteeing person may be liable pursuant to the
terms of the instrument embodying such Guarantee Obligation, unless such primary
obligation and the maximum amount for which such guaranteeing person may be
liable are not stated or determinable, in which case the amount of such
Guarantee Obligation shall be such guaranteeing person’s maximum reasonably
anticipated liability in respect thereof as determined by the Borrower in good
faith.

     

    
      
        
        

      

      
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    “Hedge Agreements”
shall mean all interest rate or currency swaps, caps or collar agreements,
foreign exchange agreements, commodity contracts or similar arrangements entered
into by the Borrower or its Subsidiaries providing for protection against
fluctuations in interest rates, currency exchange rates, commodity prices or the
exchange of nominal interest obligations, either generally or under specific
contingencies.

     

     “Indebtedness” shall
mean of any Person at any date, without duplication, (a) all indebtedness of
such Person for borrowed money, (b) all obligations of such Person for the
deferred purchase price of Property or services (other than trade payables
incurred in the ordinary course of such Person’s business), (c) all obligations
of such Person evidenced by notes, bonds, debentures or other similar
instruments, (d) all indebtedness created or arising under any conditional sale
or other title retention agreement with respect to Property acquired by such
Person (even though the rights and remedies of the seller or lender under such
agreement in the event of default are limited to repossession or sale of such
Property), (e) all Capital Lease Obligations of such Person, (f) all obligations
of such Person, contingent or otherwise, as an account party or applicant under
acceptance, letter of credit or similar facilities, (g) all obligations of such
Person, contingent or otherwise, to purchase, redeem, retire or otherwise
acquire for value any Capital Stock of such Person, (h) all Guarantee
Obligations of such Person in respect of obligations of the kind referred to in
clauses (a) through
(g) above; (i) all
obligations of the kind referred to in clauses (a) through (h) above secured by (or for
which the holder of such obligation has an existing right, contingent or
otherwise, to be secured by) any Lien on Property (including, without
limitation, accounts and contract rights) owned by such Person, whether or not
such Person has assumed or become liable for the payment of such obligation and
(j) all obligations of such Person in respect of Hedge Agreements.

     

    “Lender” shall have
the meaning assigned to such term in the opening paragraph of this
Agreement.

     

    “Lender Indemnitee”
shall mean Lender and any other Person that, directly or indirectly, is in
control of the Lender, and each of the directors, officers, employees, agents,
trustees, representatives, attorneys, consultants and advisors of or to any of
the foregoing.  For purposes of this definition, “control” of a Person
means the power, directly or indirectly, either to (a) vote 25% or more of the
securities having ordinary voting power for the election of directors (or
persons performing similar functions) of such Person or (b) direct or cause the
direction of the management and policies of such Person, whether by contract or
otherwise.

     

    “Lien” shall mean any
mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance,
lien (statutory or other), charge or other security interest or any preference,
priority or other security agreement or preferential arrangement of any kind or
nature whatsoever (including, without limitation, any conditional sale or other
title retention agreement and any capital lease having substantially the same
economic effect as any of the foregoing).

     

     “Material Adverse
Effect” shall mean a material adverse effect on (a) the business, assets,
liabilities, operations or condition (financial or otherwise) of the Borrower
and its Subsidiaries taken as a whole, (b) the ability of the Borrower to
perform its obligations under this Agreement or any other Subordinated Loan
Document, or (c) the ability of the Lender to enforce this Agreement or any
other Subordinated Loan Document.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    “Maturity Date” shall
mean the date that is six months after the later of (i) the Scheduled Maturity
Date (as defined in the Senior Credit Agreement) and (ii) if a Term Out Period
has become effective under the Senior Credit Agreement, the last day of the Term
Out Period (as defined in the Senior Credit Agreement).

     

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

     

    “Net Cash Proceeds”
means the remainder of (a) the gross proceeds received by the MLP, the Borrower,
or any Subsidiary of the Borrower, as the case may be, from the incurrence of
Qualifying Indebtedness or the issuance of Qualifying Equity Securities, as
applicable, less (b) underwriter discounts and commissions, investment banking
fees, legal, accounting and other professional fees and expenses, taxes, and
other usual and customary transaction costs.

     

    “Notice of Borrowing”
shall have the meaning set forth in Section 2.2.

     

    “Obligations” shall
mean the unpaid principal of and interest on (including, without limitation,
interest accruing after the maturity of the Subordinated Loans and interest
accruing after the filing of any petition in bankruptcy, or the commencement of
any insolvency, reorganization or like proceeding, relating to the Borrower,
whether or not a claim for post-filing or post-petition interest is allowed in
such proceeding) the Subordinated Loans and all other obligations and
liabilities of the Borrower to the Lender, whether direct or indirect, absolute
or contingent, due or to become due, or now existing or hereafter incurred,
which may arise under, out of, or in connection with, this Agreement, any other
Subordinated Loan Document, or any other document made, delivered or given in
connection herewith or therewith, whether on account of principal, interest,
reimbursement obligations, fees, indemnities, costs, expenses (including,
without limitation, all fees, charges and disbursements of counsel to the Lender
that are required to be paid by the Borrower pursuant hereto) or
otherwise.

     

     “Payment Office” shall
mean the office of the Lender located at 9 Greenway Plaza, Suite 2800, Houston,
TX  77046, or such other location as to which the Lender shall have
given written notice to the Borrower.

     

    “Person” shall mean an
individual, partnership, corporation, limited liability company, business trust,
joint stock company, trust, unincorporated association, joint venture,
Governmental Authority or other entity of whatever nature.

     

    “Property” shall mean
any right or interest in or to property of any kind whatsoever, whether real,
personal  or mixed and whether tangible or intangible, including,
without limitation, Capital Stock.

     

    “Qualifying Equity
Securities” means partnership interests in (or other ownership or profit
interests in) the MLP, warrants, options or other rights for the purchase or
acquisition from the MLP of partnership interests of (or other ownership or
profit interests in) the MLP, and all of the other ownership or profit interests
in the MLP, whether voting or nonvoting.

     

    “Qualifying
Indebtedness” means Indebtedness of the MLP, the Borrower or any
Subsidiary of the Borrower that is incurred after the date hereof and that does
not have any amortization payment due or maturity date occurring sooner than six
months after the last day of the Term Out Period (as defined in the Senior
Credit Agreement), determined on the assumption that the Term Out Period will
become effective under the Senior Credit Agreement on June 29,
2012.  As used above the Term Out Period shall be determined on the
basis of the Senior Credit Agreement as in effect on the date hereof without
giving effect to any amendment, supplement or other modification thereto not
consented to by the Lender.

     

    
      
        
        

      

      
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    “Senior Agent” shall
mean Wachovia Bank, National Association.

     

     “Senior Credit
Agreement” shall mean the Amended and Restated Revolving Credit
Agreement, dated as of June 29, 2006, by and among the Borrower, Texas Gas
Transmission, LLC, Gulf South Pipeline Company, L.P., the several lenders from
time to time party thereto, and the Senior Agent, as administrative agent, 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.

     

    “Senior Debt” shall mean the
“Obligations”, as such term is defined in the Senior Credit
Agreement.

     

     “Senior Loan
Documents” shall
mean the “Loan Documents”, as such term is defined in the Senior Credit
Agreement.

     

    “Subordinated Loan”
shall have the meaning set forth in Section 2.1.

     

    “Subordinated Loan
Commitment” shall mean the obligation of the Lender to
make  Subordinated Loans hereunder in an aggregate principal amount
not exceeding $200,000,000.

     

    “Subordinated Loan
Documents” shall mean, collectively, this Agreement, the Subordination
Agreement, the Subordinated Note, and each Notice of Borrowing.

     

    “Subordinated Loan Interest
Rate” shall mean 8.00% per annum.

     

    “Subordinated Note”
shall mean a promissory note of the Borrower payable to the order of the Lender
in the principal amount of the Subordinated Loan Commitment, in substantially
the form of Exhibit A.

     

    “Subordination
Agreement” shall mean that certain Subordination Agreement, dated as of
May 1, 2009, among the Lender, the Senior Agent, and the Borrower, as the same
may be amended, restated, amended and restated, supplemented, modified,
refunded, replaced or refinanced from time to time.

     

    “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) .  Unless
otherwise specified therein, all terms defined in this Agreement shall have the
defined meanings when used in the other Subordinated Loan Documents or any
certificate or other document made or delivered pursuant hereto or
thereto.

     

    (b) 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.

     

    
      
        
        

      

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

     

    (d) The terms
“Lender” shall include, without limitation, its successors.

     

    Section
1.3 Accounting
Terms and Principles.

     

    (a) Except as
set forth below, all accounting terms not specifically defined herein shall be
construed in conformity with GAAP and all accounting determinations required to
be made pursuant hereto shall, unless expressly otherwise provided herein, be
made in conformity with GAAP.

     

    (b) If any
change in the accounting principles used in the preparation of the most recent
financial statements is hereafter required or permitted by the rules,
regulations, pronouncements and opinions of the Financial Accounting Standards
Board or the American Institute of Certified Public Accountants (or any
successors thereto) and such change is adopted by the Borrower with the
agreement of the Borrower’s independent certified public accountants and results
in a change in any calculations that would not have resulted had such accounting
change not occurred, the parties hereto agree to enter into negotiations in
order to amend such provisions so as to equitably reflect such change such that
the criteria for evaluating compliance with such covenants by the Borrower shall
be the same after such change as if such change had not been made.

     

    ARTICLE
II

     

    AMOUNT AND TERMS OF THE
SUBORDINATED LOANS

     

    Section
2.1 Subordinated Loan
Commitment

     

    .  Subject
to the terms and conditions set forth herein, the Lender agrees to make
subordinated term loans (each, a “Subordinated Loan”
and, collectively, the “Subordinated Loans”)
to the Borrower during the Availability Period in an aggregate principal amount
not exceeding the Subordinated Loan Commitment.  During the
Availability Period, the Borrower shall be entitled to borrow and, subject to
the terms and conditions of the Subordination Agreement, prepay or repay the
Subordinated Loans in accordance with the provisions hereof, but once repaid or
prepaid, Subordinated Loans may not be reborrowed.

     

    Section
2.2 Borrowing
Procedure 

     

    .  The
Borrower shall give the Lender written notice (or telephonic notice promptly
confirmed in writing) of each borrowing substantially in the form of Exhibit B (a “Notice of
Borrowing”), each such Notice of Borrowing to be delivered prior to noon
(New York  time) three Business Days before the requested date of each
borrowing.  Each Notice of Borrowing shall be irrevocable and shall
specify: (i) the aggregate principal amount of such borrowing (which shall be no
less than $25,000,000) and (ii) the date of such borrowing (which shall be a
Business Day).

     

    Section
2.3 Optional
Reduction and Termination of Subordinated Loan
Commitment 

     

    .  Unless
previously terminated, the Subordinated Loan Commitment shall terminate on the
last day of the Availability Period.

     

    Section
2.4 Repayment of Subordinated
Loans

     

    .  The
outstanding principal balance of the Subordinated Loans will be due and payable
(together with accrued and unpaid interest thereon) on the Maturity
Date.

     

    
      
        
        

      

      
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    Section
2.5 Prepayment.

     

    (a) Mandatory Prepayment Upon
Incurrence of Qualifying
Indebtedness.  Subject to the terms and conditions of the
Subordination Agreement, within three (3) Business Days after the incurrence by
the MLP, the Borrower or any Subsidiary of the Borrower of Qualifying
Indebtedness, the Borrower shall notify the Lender of its intent to make a
mandatory prepayment of the principal amount of the Subordinated Loans (together
with interest on the amount prepaid) in an amount equal to the Net Cash Proceeds
from any such incurrence.  The Borrower shall make such mandatory
prepayment within five (5) Business Days after the date of the incurrence of
such Qualifying Indebtedness unless the Lender has previously notified the
Borrower of its decision to waive such prepayment.

     

    (b) Mandatory Prepayment Upon
Issuance of
Qualifying Equity Securities.  Subject to the terms and
conditions of the Subordination Agreement, within three (3) Business Days after
the issuance by the MLP of Qualifying Equity Securities, the Borrower shall
notify the Lender of its intent to make a mandatory prepayment of the principal
amount of the Subordinated Loans (together with interest on the amount prepaid)
in an amount equal to the Net Cash Proceeds from any such
issuance.  The Borrower shall make such mandatory prepayment within
five (5) Business Days after the date of the issuance of such Qualifying Equity
Securities unless the Lender has previously notified the Borrower of its
decision to waive such prepayment.

     

    Section
2.6 Interest
on Subordinated Loans.

     

    (a) Subject
to the terms and conditions of the Subordination Agreement, the Borrower shall
pay interest on the Subordinated Loans at the Subordinated Loan Interest
Rate.  Interest on the principal amount of the Subordinated Loans will
accrue from and including the date each Subordinated Loan is made to but
excluding the date on which such Subordinated Loan is paid in full. 
Subject to the terms and conditions of the Subordination Agreement, interest on
each Subordinated Loan will be payable (i) semiannually on June 30 and December
31 commencing December 31, 2009 and (ii) on the date each Subordinated Loan is
paid in full. 

     

    (b) While an
Event of Default exists or after acceleration of the Subordinated Loans in
accordance with Article VI, at the option of the Lender, interest on the unpaid
principal amount of the Subordinated Loans (and any unpaid interest with respect
thereto) will accrue at the Default Interest Rate (the “Default
Interest”).  Subject to the terms and conditions of the
Subordination Agreement, all Default Interest will be payable by the Borrower
upon demand by the Lender.

     

    Section
2.7 Computation of
Interest

     

    .  All
computations of interest shall be made by the Lender on the basis of a year of
365 days.  Each determination by the Lender of an interest amount hereunder
shall, except for manifest error, be final, conclusive and binding for all
purposes.

     

    Section
2.8 Payments
Generally.

     

    (a) All
payments by the Borrower to the Lender hereunder shall be made to the Lender at
the Payment Office.  If any payment hereunder shall be due on a day that is
not a Business Day, the date for payment shall be extended to the next
succeeding Business Day, and, in the case of the payment accruing interest,
interest thereon shall be made payable for the period of such extension. 
All payments hereunder shall be made in Dollars.

     

    (b) If on the
Maturity Date, insufficient funds are received by and available to the Lender to
pay fully all amounts of principal and interest due hereunder, such funds shall
be applied (i) first, towards payment of interest, and (ii) second,
towards payment of principal due hereunder.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    ARTICLE
III

     

    CONDITIONS PRECEDENT TO
SUBORDINATED LOANS

     

    Section
3.1 Conditions to
Effectiveness

     

    .  This
Agreement shall not become effective until the date (such date, the “Closing Date”) on
which each of the following conditions is satisfied (or waived in accordance
with Section 7.2):

     

    (a) The
Lender shall have received the following:

     

    (i) a
counterpart of this Agreement signed by or on behalf of the Borrower;
and

     

    (ii) a duly
executed Subordinated Note payable to the Lender.

     

    (b) No
Default or Event of Default shall exist on the Closing Date.

     

    (c) All
representations and warranties of the Borrower set forth in the Subordinated
Loan Documents shall be true and correct on and as of the Closing
Date.

     

    (d) The
Lender shall have received the legal opinion of Vinson & Elkins L.L.P.,
counsel to the Borrower, dated the Closing Date and otherwise in form and
substance reasonably satisfactory to the Lender.

     

    (e) The
Lender shall have received a certificate of the Borrower, dated the Closing
Date, together with (i) a copy of the certificate of limited partnership of the
Borrower, certified as of a recent date by the Secretary of State of the State
of Delaware, together with a certificate of such official attesting to the good
standing of the Borrower, (ii) a certification by the Secretary or Assistant
Secretary of Boardwalk GP, LLC of the names and true signatures of each officer
of the Borrower (or general partner thereof) that has been authorized to execute
and deliver any Subordinated Loan Document or other document required hereunder
to be executed and delivered by or on behalf of the Borrower, (iii) the limited
partnership agreement (or equivalent) of the Borrower as in effect on the date
of such certification, (iv) the resolutions and consent of the Board of
Directors of Boardwalk GP, LLC approving and authorizing the execution, delivery
and performance of the Subordinated Loan Documents and (v) such other customary
certifications as the Lender may reasonably request.

     

    Section
3.2 Conditions to Making of each Subordinated
Loan

     

    .  The
obligations hereunder of the Lender to make each Subordinated Loan are subject
to the satisfaction (or waiver in accordance with Section 7.2) of
the following conditions as of the date each Subordinated Loan is
made:

     

    (a) The
Lender shall have received a signed Notice of Borrowing from the Borrower
requesting the making of a Subordinated Loan on the date specified therein
(which shall be no later than the last day of the Availability
Period).

     

    (b) At the
time of and immediately after giving effect to the making of the requested
Subordinated Loan, no Default or Event of Default shall exist.

     

    (c) At the
time of and immediately after giving effect to the requested Subordinated Loan,
all representations and warranties of the Borrower set forth in the Subordinated
Loan Documents shall be true and correct on and as of such time.

     

    (d) The
Closing Date shall have previously occurred.

     

    The
receipt by the Borrower of the proceeds of the requested Subordinated Loan shall
constitute a representation and warranty as to the existence of the conditions
in clauses (b) and (c) on the date of the making of such Subordinated
Loan.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    


     

    ARTICLE
IV

     

    REPRESENTATIONS AND
WARRANTIES

     

    To induce
the Lender to enter into this Agreement and to make each Subordinated Loan, the
Borrower hereby represents and warrants to the Lender that:

     

    Section
4.1 Financial
Condition

     

    .  The
audited consolidated balance sheets of the MLP and its Subsidiaries as at
December 31, 2008, and the related audited consolidated statements of income and
of cash flows for the period ended on such date, in each case as filed by the
MLP with the Securities and Exchange Commission in its Annual Report on Form
10-K for the year ended December 31, 2008 (the “Fiscal 2008 10K”) and
reported on by and accompanied by an unqualified report from Deloitte &
Touche LLP, present fairly the consolidated financial condition of the MLP and
its Subsidiaries as at such date, and the consolidated results of its operations
and its consolidated cash flows for the period then ended.  All such
financial statements, including the related schedules and notes thereto, have
been prepared in accordance with GAAP applied consistently throughout the
periods involved (except as approved by the aforementioned firm of accountants
and disclosed therein).

     

    Section
4.2 No
Change

     

    .  Except
as disclosed in the Fiscal 2008 10K or in the MLP’s quarterly report on Form
10-Q for the quarter ended March 31, 2009, since December 31, 2008 there has
been no development or event that has had or could reasonably be expected to
have a Material Adverse Effect.

     

    Section
4.3 Corporate Existence;
Compliance with Law

     

    .  Each
of the Borrower and its Subsidiaries (a) is duly organized, validly existing and
in good standing under the laws of the jurisdiction of its organization, (b) has
the limited partnership, limited liability company, corporate or other power and
authority, and the legal right, to own and operate its Property, to lease the
Property it operates as lessee and to conduct the business in which it is
currently engaged, (c) is duly qualified as a foreign limited partnership,
limited liability company, corporation or other organization and in good
standing under the laws of each jurisdiction where its ownership, lease or
operation of Property or the conduct of its business requires such qualification
and (d) is in compliance with all Requirements of Law except, in the case of
clauses (c) and (d), to the extent that the failure to comply therewith could
not, in the aggregate, reasonably be expected to have a Material Adverse
Effect.

     

    Section
4.4 Limited Partnership Power;
Authorization; Enforceable Obligations

     

    .  The
Borrower has the limited partnership power and authority, and the legal right,
to make, deliver and perform the Subordinated Loan Documents to which it is a
party and to borrow hereunder.  The Borrower has taken all necessary
limited partnership or other necessary action to authorize the execution,
delivery and performance of the Subordinated Loan Documents to which it is a
party and, to authorize the borrowings on the terms and conditions of this
Agreement.  No consent or authorization of, filing with, notice to or
other act by or in respect of, any Governmental Authority or any other Person is
required to be obtained by the Borrower in connection with (i) the borrowings
hereunder, (ii) the execution, delivery, validity or enforceability of this
Agreement or any of the other Subordinated Loan Documents, or (iii) the
performance of this Agreement or any of the other Subordinated Loan Documents,
except, in each case, for routine consents, authorizations, filings and notices
required to be made in the ordinary course of business.  This
Agreement has been, and, upon execution, each Subordinated Loan Document shall
have been, duly executed and delivered on behalf of the
Borrower.  This Agreement constitutes, and each other Subordinated
Loan Document upon execution will constitute, a legal, valid and binding
obligation of the Borrower, enforceable against the Borrower in accordance with
its terms, except as enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting the enforcement
of creditors’ rights generally and by general equitable principles (whether
enforcement is sought by proceedings in equity or at law).

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    Section
4.5 No Legal
Bar

     

    .  The
execution, delivery and performance of this Agreement and the other Subordinated
Loan Documents by the Borrower, the borrowings hereunder and the use of the
proceeds thereof will not violate any applicable law or any material Contractual
Obligation of the Borrower and will not result in, or require, the creation or
imposition of any Lien on any of its properties or revenues pursuant to any
Requirement of Law or any such Contractual Obligation.

     

    Section
4.6 No Material
Litigation

     

    .  No
litigation, investigation or proceeding of or before any arbitrator or
Governmental Authority is pending or, to the knowledge of the Borrower,
threatened by or against the Borrower or any Borrower Affiliate, or against any
of its or their respective properties or revenues (a) with respect to any of the
Subordinated Loan Documents or any of the transactions contemplated hereby or
thereby, or (b) that could reasonably be expected to have a Material Adverse
Effect.

     

    Section
4.7 No
Default

     

    .  No
Default or Event of Default has occurred and is continuing.

     

    Section
4.8 Ownership of
Property

     

    .  The
Borrower and each of its Subsidiaries has title in fee simple to, or a valid
leasehold interest in, or a right of way or easement in all real property used
or necessary for, and material to, the conduct of its business, and good title
to, or a valid leasehold interest in, all its other Property used or necessary
for, and material to, the conduct of its business.

     

    Section
4.9 Use of
Proceeds

     

    .  The
proceeds of each Subordinated Loan shall be used solely for general partnership
(or equivalent) purposes including capital expenditures.

     

    Section
4.10 Margin
Regulations

     

    .  The
Borrower is not engaged in the business of extending credit for the purpose of
purchasing or carrying margin stock (within the meaning of Regulation U of the
Federal Reserve Board), and no proceeds of the Subordinated Loans will be used
to purchase or carry any such margin stock or to extend credit to others for the
purpose of purchasing or carrying any such margin stock in contravention of
Regulation T, U or X of the Federal Reserve Board.

     

    Section
4.11 Investment Company
Act

     

    .  None
of the Borrower or any of its Subsidiaries is an “investment company” or an
“affiliated person” of, or “promoter” or “principal underwriter” for, an
“investment company,” as such terms are defined in the Investment Company Act of
1940, as amended.

     

    ARTICLE
V

     

    COVENANTS

     

    Section
5.1 Notice of
Default

     

    .  The
Borrower shall promptly give notice to the Lender of: (x) the occurrence of any
Default or Event of Default within 5 Business Days after the Borrower knows or
has reason to know thereof and (y) the occurrence of any Default (as defined in
the Senior Credit Agreement) or Event of Default (as defined in the Senior
Credit Agreement) within 5 Business Days after the Borrower knows or has reason
to know thereof.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    


     

    ARTICLE
VI

     

    EVENTS OF
DEFAULT

     

    Section
6.1 Events of
Default

     

    .  If
any of the following events shall occur and be continuing:

     

    (a) The  Borrower
shall fail to pay the principal of the Subordinated Loans on the  date
when due (including the Maturity Date or the date when any mandatory prepayment
is due) in accordance with the terms hereof; or the Borrower shall fail to pay
any interest on the Subordinated Loans, or any other amount payable hereunder or
under any other Subordinated Loan Document, within three (3) Business Days after
any such interest or other amount becomes due in accordance with the terms
hereof or thereof; or

     

    (b) Any
representation or warranty made or deemed made by the Borrower herein or in any
other Subordinated Loan Document or that is contained in any certificate,
document or financial or other statement furnished by it at any time under or in
connection with this Agreement or any such other Subordinated Loan Document
shall prove to have been inaccurate in any material respect on or as of the date
made or deemed made or furnished; or

     

    (c) (i) The
Borrower or any Borrower Affiliate shall fail to make any payment on any
Indebtedness (other than the Obligations and the Senior Debt) of the Borrower or
any such Borrower Affiliate or on any Guarantee Obligation in respect of
Indebtedness of any other Person, and, in each case, such failure relates to
Indebtedness having a principal amount of $25,000,000 or more, when the same
becomes due and payable (whether by scheduled maturity, required prepayment,
acceleration, demand or otherwise) and the effect of such failure is to
accelerate the maturity of such Indebtedness, (ii) any other event shall occur
or condition shall exist under any agreement or instrument relating to any such
Indebtedness, if the effect of such event or condition is to accelerate the
maturity of such Indebtedness, or (iii) any such Indebtedness shall become or be
declared to be due and payable, or be required to be prepaid or repurchased
(other than by a regularly scheduled required prepayment), prior to the stated
maturity thereof; or

     

    (d) The
maturity of the Senior Debt shall have been accelerated and such acceleration
shall not have been rescinded;

     

    (e) (i) The
Borrower or any Borrower Affiliate shall commence any case, proceeding or other
action (A) under any existing or future law of any jurisdiction, domestic or
foreign, relating to bankruptcy, insolvency, reorganization or relief of
debtors, seeking to have an order for relief entered with respect to it, or
seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization,
arrangement, adjustment, winding up, liquidation, dissolution, composition or
other relief with respect to it or its debts, or (B) seeking appointment of a
receiver, trustee, custodian, conservator or other similar official for it or
for all or any substantial part of its assets, or the Borrower or any Borrower
Affiliate shall make a general assignment for the benefit of its creditors; or
(ii) there shall be commenced against the Borrower or any Borrower Affiliate any
case, proceeding or other action of a nature referred to in clause (i) above that (A)
results in the entry of an order for relief or any such adjudication or
appointment or (B) remains undismissed, undischarged or unbonded for a period of
sixty (60) days; or (iii) there shall be commenced against the Borrower or any
Borrower Affiliate any case, proceeding or other action seeking issuance of a
warrant of attachment, execution, distraint or similar process against all or
any substantial part of its assets that results in the entry of an order for any
such relief that shall not have been vacated, discharged, or stayed or bonded
pending appeal within sixty (60) days from the entry thereof; or (iv) the
Borrower or any Borrower Affiliate shall take any action in furtherance of, or
indicating its consent to, approval of, or acquiescence in, any of the acts set
forth in clause (i),
(ii), or (iii) above; or (v) the
Borrower or any Borrower Affiliate shall generally not, or shall be unable to,
or shall admit in writing its inability to, pay its debts as they become due;
or

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    (f) One or
more judgments or decrees shall be entered against the Borrower or any Borrower
Affiliate involving for the Borrower and the Borrower Affiliates taken as a
whole a liability (not paid or fully covered by insurance as to which the
relevant insurance company has acknowledged coverage) of $25,000,000 or more (or
in the case of a non-monetary judgment, having a Material Adverse Effect), and
all such judgments or decrees shall not have been vacated, discharged, stayed or
bonded pending appeal within thirty (30) days from the entry thereof;
or

     

    (g) Any
material provision of any Subordinated Loan Document after delivery thereof
shall for any reason fail or cease to be valid and binding on, or enforceable
against, the Borrower, or the Borrower shall so state in writing;

     

    then, and
in any such event, (A) if such event is an Event of Default specified in clause (i) or (ii) of paragraph (e) above, (i) the Subordinated
Loan Commitment shall terminate immediately and the Subordinated Loans (with
accrued interest thereon) and all other amounts owing under this Agreement and
the other Subordinated Loan Documents shall immediately become due and payable,
and (B) if such event is any other Event of Default, the Lender may, by notice
to the Borrower, terminate the Subordinated Loan Commitment, whereupon the
Subordinated Loan Commitment shall terminate immediately, and declare the
Subordinated Loans (with accrued interest thereon) and all other amounts owing
under this Agreement and the other Subordinated Loan Documents to be due and
payable forthwith, whereupon the same shall immediately become due and
payable.

    


     

    ARTICLE
VII

     

    MISCELLANEOUS

     

    Section
7.1 Notices.

     

    (a) Addresses
for Notices.  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:

     

    
      	
              To
      the Borrower:

            	
              Boardwalk
      Pipelines, LP

              9
      Greenway Plaza,  Suite 2800

              Houston,
      TX  77046

              Attn:
      Corporate Secretary

              Telecopy
      no: [866-459-7336]

               

            
	
              To
      the Lender:

            	
              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

            


    

    


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    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 Section 7.1(a) 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
7.2 Waiver;
Amendments

     

    .  No
amendment or waiver of any provision of this Agreement or any other Subordinated
Loan Document nor consent to any departure by the Borrower therefrom shall in
any event be effective unless the same shall be in writing and (x) in the case
of any such waiver or consent, signed by the Lender and (y) in the case of any
other amendment, by the Lender and the Borrower, and then any such waiver or
consent shall be effective only in the specific instance and for the specific
purpose for which given.

     

    Section
7.3 Expenses;
Indemnification.

     

    (a) Subject
to the Subordination Agreement, the Borrower shall pay all out-of-pocket
costs and expenses (including, without limitation, but limited to the reasonable
fees, charges and disbursements of outside counsel for the Lender) incurred by
the Lender in connection with the enforcement or protection of its rights in
connection with this Agreement, including its rights under this Section 7.3, including all
such out-of-pocket expenses incurred during any workout, restructuring or
negotiations in respect of the Subordinated Loans.

     

    (b) Subject
to the Subordination Agreement, the Borrower shall indemnify each Lender
Indemnitee against, and hold each Lender Indemnitee harmless from, any and
all losses, claims, damages, liabilities and related expenses (including the
fees, charges and disbursements of any counsel for any Lender Indemnitee)
incurred by any Lender Indemnitee or asserted against any Lender Indemnitee by
any third party or by the Borrower arising out of, in connection with, or as a
result of (i) the execution or delivery of this Agreement, any other
Subordinated Loan Document or any agreement or instrument contemplated hereby or
thereby, the performance by the parties hereto of their respective obligations
hereunder or thereunder or the consummation of the transactions contemplated
hereby or thereby, or (ii) any actual or prospective claim, litigation,
investigation or proceeding relating to any of the foregoing, whether based on
contract, tort or any other theory, whether brought by a third party or by the
Borrower, and regardless of whether any Lender Indemnitee is a party thereto,
provided that
such indemnity shall not, as to any Lender Indemnitee, be available to the
extent that such losses, claims, damages, liabilities or related expenses
(x) are determined by a court of competent jurisdiction by final judgment
to have resulted from the gross negligence or willful misconduct of such Lender
Indemnitee or (y) result from a claim brought by the Borrower against
any Lender Indemnitee for breach in bad faith of such Lender Indemnitee’s
obligations hereunder or under any other Subordinated Loan Document, if the
Borrower has obtained a final judgment in its favor on such claim as determined
by a court of competent jurisdiction.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    (c) Subject
to the Subordination Agreement, the Borrower shall pay, and hold the Lender
harmless from and against, any and all present and future stamp, documentary,
and other similar taxes with respect to this Agreement and any other
Subordinated Loan Documents, any collateral described therein, or any payments
due thereunder, and save the Lender harmless from and against any and all
liabilities with respect to or resulting from any delay or omission to pay such
taxes.

     

    (d) To the
extent permitted by applicable law, each party shall not assert, and hereby
waives, any claim against any Lender Indemnitee or the other party, on any
theory of liability, for special, indirect, consequential or punitive damages
(as opposed to actual or direct damages) arising out of, in connection with or
as a result of, this Agreement or any agreement or instrument contemplated
hereby, the transactions contemplated therein, the Subordinated Loans or the use
of proceeds thereof.

     

    (e) All
amounts due under this Section 7.3 shall be payable
promptly after written demand therefor.

     

    Section
7.4 Successors and
Assigns

     

    .  The
provisions of this Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns permitted hereby,
except that the Borrower may not assign or otherwise transfer any of its rights
or obligations hereunder, and the Lender may not assign or otherwise transfer
any of its rights or obligations hereunder without the prior written consent of
the Borrower.  Any other attempted assignment or transfer by any party
hereto shall be null and void.  Nothing in this Agreement, expressed or
implied, shall be construed to confer upon any Person (other than the parties
hereto, their respective successors and assigns permitted hereby and, to the
extent expressly contemplated hereby, each Lender Indemnitee) any legal or
equitable right, remedy or claim under or by reason of this
Agreement.

     

    Section
7.5 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
7.6 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 Person at its address
specified in Section 7.1 ( Notices).  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.

     

    (c) Nothing
contained in this Section 7.6 shall affect the right
of any party to serve process in any other manner permitted by law or commence
legal proceedings or otherwise proceed in any other jurisdiction.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    Section
7.7 Waiver of Jury
Trial

     

    .  Each
party hereto irrevocably waives trial by jury in any action or proceeding with
respect to this Agreement or any other Loan Document.

     

    Section
7.8 Counterparts;
Integration

     

    .  This
Agreement may be executed in any number of counterparts and by different parties
in separate counterparts, each of which when so executed shall be deemed to be
an original and all of which taken together shall constitute one and the same
agreement.  Signature pages may be detached from multiple separate
counterparts and attached to a single counterpart so that all signature pages
are attached to the same document.  Delivery of an executed signature
page of this Agreement by facsimile transmission or electronic mail shall be as
effective as delivery of a manually executed counterpart hereof.

     

    Section
7.9 Survival

     

    .  All
covenants, agreements, representations and warranties made by the Borrower
herein and in the certificates or other instruments delivered in connection with
or pursuant to this Agreement shall be considered to have been relied upon by
the Lender and shall survive the execution and delivery of this Agreement and
the making of the Subordinated Loans, regardless of any investigation made by
any the Lender or on its behalf and notwithstanding that the Lender may have had
notice or knowledge of any Default or incorrect representation or warranty at
the time any credit is extended hereunder, and shall continue in full force and
effect as long as the principal of or any accrued interest on the Subordinated
Loans or any fee or any other amount payable under this Agreement is outstanding
and unpaid.  The provisions of Section 7.3 shall
survive and remain in full force and effect regardless of the consummation of
the transactions contemplated hereby, the repayment of the Subordinated Loans or
the termination of this Agreement or any provision hereof.  All
representations and warranties made herein, in the certificates, reports,
notices, and other documents delivered pursuant to this Agreement shall survive
the execution and delivery of this Agreement and the other Subordinated Loan
Documents, and the making of the Subordinated Loans.

     

    Section
7.10 Severability

     

    .  Any
provision of this Agreement or any other Subordinated Loan Document held to be
illegal, invalid or unenforceable in any jurisdiction, shall, as to such
jurisdiction, be ineffective to the extent of such illegality, invalidity or
unenforceability without affecting the legality, validity or enforceability of
the remaining provisions hereof or thereof; and the illegality, invalidity or
unenforceability of a particular provision in a particular jurisdiction shall
not invalidate or render unenforceable such provision in any other
jurisdiction.

     

    Section
7.11 Non-Recourse to the General
Partner and Associated Persons

     

    .  The
Lender agrees on behalf of itself and its successors, assigns and legal
representatives, that neither the General Partner nor any Person which is a
partner, shareholder, member, owner, officer, director, supervisor, trustee or
other principal (collectively, “Associated Persons”)
of the Borrower, the General Partner, or any of their respective successors or
assigns, shall have any personal liability for the payment or performance of any
of the Borrower’s obligations hereunder or under the Subordinated Note and no
monetary or other judgment shall be sought or enforced against the General
Partner or any of such Associated Persons or any of their respective successors
or assigns.  Notwithstanding the foregoing, the Lender shall not be deemed
barred by this Section
7.11 from asserting any claim against any Person based upon an allegation
of fraud or misrepresentation.

     

    [Signature Pages
Follow]

     


    
      
         


      

      
        15

        
          

        

      

      
         


        
          EXHIBIT
10.1                                                                                                                                                                                                                                                                                    
EXECUTION

        

      

    


    IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be duly executed as of the day and
year first above written.

     

    
      	 
      	
              BOARDWALK
      PIPELINES, LP,

              as
      Borrower

               

            
	 
      	 
      	
              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:

            
	 
      	
              BOARDWALK
      PIPELINES HOLDING CORP.,

              as
      Lender

               

            
	 
      	
              By:

            	
              ____________________________________

            
	 
      	 
      	
              Name:

            
	 
      	 
      	
              Title:

            


    

     

     


    
      
         


      

      
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          EXHIBIT
10.1                                                                                                                                                                                                                                                                                    
EXECUTION

        

      

    


    EXHIBIT
A

     

    FORM
OF SUBORDINATED NOTE

     

    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.

     

    $200,000,000.00 May 1,
2009

    


    FOR VALUE
RECEIVED, BOARDWALK PIPELINES, LP, a Delaware limited partnership (the “Borrower”), hereby
promises to pay to the order of BOARDWALK PIPELINES HOLDING CORP. (the “Lender”), in
accordance with the provisions of the Subordinated Loan Agreement (as
hereinafter defined), $200,000,000 or, if less, the aggregate principal amount
of all Subordinated Loans made by the Lender to the Borrower under the
Subordinated Loan Agreement, dated as of May 1, 2009 (as amended from time to
time, the “Subordinated Loan Agreement”), among the Borrower and the
Lender.  Unless otherwise defined herein, the terms defined in the
Credit Agreement are used herein as defined therein.

     

    The
Borrower promises to pay interest on the unpaid principal amount of the
Subordinated Loans from the date of each such Subordinated Loan until the
principal amount of each such Subordinated Loan is paid in full, at such
interest rates and at such times as provided in the Subordinated Loan
Agreement.  All payments of principal and interest shall be made to
the Lender in immediately available funds.  If any amount is not paid
in full when due hereunder, such unpaid amount shall bear interest from the due
date thereof until the date of actual payment (and before as well as after
judgment) computed at the per annum rate and payable at the times set forth in
the Subordinated Loan Agreement.

     

    This Note
is the Subordinated Note referred to in the Subordinated Loan Agreement, is
entitled to the benefits thereof and may be prepaid in whole or in part subject
to the terms and conditions provided therein.  Upon the occurrence and
continuation of one or more of the Events of Default specified in the
Subordinated Loan Agreement, all amounts then remaining unpaid on this Note
shall become, or may be declared to be, immediately due and payable as provided
in the Subordinated Loan Agreement.

     

    The
Borrower, for itself, its successors and assigns, hereby waives diligence,
presentment, protest and demand and notice of protest, demand, dishonor and
non-payment of this Note.

     

    [remainder
of this page intentionally left blank]

     


    
      
         


      

      
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          EXHIBIT
10.1                                                                                                                                                                                                                                                                                   
 EXECUTION

        

      

    


    THIS NOTE
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK.

     

    IN WITNESS WHEREOF, the undersigned has caused
this Note to be executed on the date first written above.

     

    


     

    
      	
              BOARDWALK
      PIPELINES, LP,

              as
      Borrower

               

            
	 
      	
              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:

            


    

    



    
      
         


      

      
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          EXHIBIT
10.1                                                                                                                                                                                                                                                                                   
EXECUTION

        

      

    


    EXHIBIT
B

    FORM
OF NOTICE OF BORROWING

    


    [DATE]

    


    Boardwalk
Pipelines Holding Corp.

    9
Greenway Plaza,  Suite 2800

    Houston,
TX  77046

    Attn:
Corporate Secretary

    


    Dear
Sirs:

    


    Reference is made to that certain
Subordinated Loan Agreement, dated as of May 1, 2009 (the “Subordinated Loan
Agreement”), among Boardwalk Pipelines, LP, a Delaware limited
partnership (the “Borrower”), and
Boardwalk Pipelines Holding Corp. (the “Lender”).  Terms
defined in the Subordinated Loan Agreement are used herein with the same
meanings.

    


    The
Borrower hereby requests the following Subordinated Loan under the Subordinated
Loan Agreement, and in that connection the Borrower specifies the following
information with respect to such Subordinated Loan:

    


    (a)           Principal
amount of Subordinated
Loan:                                                                                     $[___________]

    (b)           Date
of Subordinated
Loan:                                                                  [___________]

    


    IN WITNESS WHEREOF, the undersigned has caused
this Notice of Borrowing to be executed on the date first written
above.

     

    
      	
              BOARDWALK
      PIPELINES, LP,

              as
      Borrower

               

            
	 
      	
              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:

            


    

    



    
      
         


      

      
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