EXHIBIT  10.1


AMENDMENT
NO.  3





AMENDMENT
NO. 3, dated as of March 6, 2008 (this “Amendment”), by and among
BOARDWALK PIPELINES, LP, a Delaware limited partnership (the “Parent Borrower”), TEXAS GAS
TRANSMISSION, LLC, a Delaware limited liability company (“Texas Gas”), and GULF SOUTH
PIPELINE COMPANY, LP,  a Delaware limited partnership (“Gulf South” and, together
with the Parent Borrower and Texas Gas, the “Borrowers”), severally as
Borrowers, BOARDWALK PIPELINE PARTNERS, LP, a Delaware limited partnership (the
“MLP”), the Lenders
party hereto, WACHOVIA BANK, NATIONAL ASSOCIATION, as administrative agent for
the Lenders and the Issuers (in such capacity, the “Administrative Agent”),
CITIBANK, N.A. and JPMORGAN CHASE BANK, N.A., as co-syndication agents, DNB NOR
BANK ASA, as documentation agent, and WACHOVIA CAPITAL MARKETS LLC, CITIGROUP
GLOBAL MARKETS INC. and J.P. MORGAN SECURITIES INC., as joint lead arrangers and
joint book managers.




W
I T N E S S E T H:




WHEREAS,
the Borrowers, the MLP, the Administrative Agent, the Lenders and the other
parties thereto have entered into that certain Amended and Restated Revolving
Credit Agreement, dated as of June 29, 2006 (as amended, supplemented or
otherwise modified from time to time, the “Credit Agreement”);
and




WHEREAS,
the Borrowers have requested and the Lenders have agreed, subject to the terms
and conditions hereinafter set forth, to amend the Credit Agreement as set forth
below.




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




1.  Defined
Terms.  Capitalized terms used herein and not otherwise defined
herein shall have the meanings ascribed to such terms in the Credit
Agreement.




2.  Amendments.  Effective
as of the Effective Date (as defined below) and subject to the terms and
conditions set forth herein, the Credit Agreement is hereby amended as
follows:




(a)  Section 7.8 Transactions with
Affiliatesof the Credit Agreement is hereby amended by replacing
subsection (a) in its entirety with the following:




“(a) any
transaction that is (i) otherwise permitted under this Agreement, (ii) in the
ordinary course of business of the MLP, the Parent Borrower or such Subsidiary,
and (iii) upon fair and reasonable terms no less favorable to the MLP, the
Parent Borrower or such Subsidiary, as the case may be, than it would obtain in
a comparable arm’s length transaction with a Person that is not an
Affiliate;”




(b)  Section 7.8 Transactions with
Affiliatesof the Credit Agreement is hereby amended by (i) deleting
“and” at the end of subsection (f); (ii) replacing the period at the end of
subsection (g) with “; and”; and (iii) adding the following new subsection
(h):




“(h) the
issuance by the MLP of Capital Stock to any Affiliate (other than to a Borrower
or to any other Subsidiary of the MLP) or the receipt by the MLP of any equity
or capital contributions from an Affiliate (other than from a Borrower or from
any other Subsidiary of the MLP).”




3.  Conditions to Effectiveness
of this Amendment.  This Amendment shall become effective as of
the date (the “Effective
Date”) the Administrative Agent shall have received counterparts of this
Amendment duly executed and delivered by each of the Borrowers, the MLP, the
Administrative Agent and the Required Lenders under the Credit
Agreement.




4.  Representations and
Warranties.  Each Loan Party hereby represents and warrants to
the Administrative Agent and the Lenders, on and as of the date hereof,
that:




(a)  (i) Such
Loan Party has taken all necessary action to authorize the execution, delivery
and performance of this Amendment, (ii) this Amendment has been duly executed
and delivered by such Loan Party and (iii) this Amendment is the legal, valid
and binding obligation of such Loan Party, enforceable against it 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.




(b)  After
giving effect to this Amendment, each of the representations and warranties made
by any Loan Party in or pursuant to the Loan Documents (other than the
representations and warranties set forth in Sections 3.2 and 3.6 of the Credit
Agreement) is true and correct in all material respects on and as of the date
hereof, as if made on and as of such date, except to the extent such
representations and warranties expressly relate to an earlier date, in which
case such representations and warranties are true and correct in all material
respects as of such earlier date.




(c)  After
giving effect to this Amendment, no Default or Event of Default has occurred and
is continuing as of the date hereof.




5.  Reaffirmation.




(a)  Each Loan
Party hereby consents to the execution, delivery and performance of this
Amendment and agrees that each reference to the Credit Agreement in the Loan
Documents shall, on and after the Effective Date, be deemed to be a reference to
the Credit Agreement as amended by this Amendment.




(b)  Each Loan
Party hereby acknowledges and agrees that, after giving effect to this
Amendment, all of its respective obligations and liabilities under the Loan
Documents to which it is a party are reaffirmed, and remain in full force and
effect.




6.  Continuing
Effect.  Except as expressly set forth in this Amendment, all
of the terms and provisions of the Credit Agreement are and shall remain in full
force and effect and the Borrower shall continue to be bound by all of such
terms and provisions.  The Amendment provided for herein is limited to
the specific provisions of the Credit Agreement specified herein and shall not
constitute an amendment of, or an indication of the Administrative Agent’s or
the Lenders’ willingness to amend or waive, any other provisions of the Credit
Agreement or the same sections for any other date or purpose.




7.  Expenses.  The
Borrowers agree to pay and reimburse the Administrative Agent for all its
reasonable out-of-pocket costs and expenses incurred in connection with the
negotiation, preparation, execution and delivery of this Amendment, and other
documents prepared in connection herewith, and the transactions contemplated
hereby, including, without limitation, reasonable fees and disbursements and
other charges of counsel to the Administrative Agent and the charges of SyndTrak
Online relating to the Amendment.




8.  Choice of
Law.  This Amendment 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.




9.  Counterparts.  This
Amendment may be executed in any number of counterparts and by different parties
and separate counterparts, each of which when so executed and delivered, shall
be deemed an original, and all of which, when taken together, shall constitute
one and the same instrument.  Delivery of an executed counterpart of a
signature page to this Amendment by facsimile or e-mail shall be effective as
delivery of a manually executed counterpart of this Amendment.




10.  Integration.  This
Amendment, together with the other Loan Documents, incorporates all negotiations
of the parties hereto with respect to the subject matter hereof and is the final
expression and agreement of the parties hereto with respect to the subject
matter hereof.




11.  Severability.  In
case any provision in this Amendment shall be invalid, illegal or unenforceable,
such provision shall be severable from the remainder of this Amendment and the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.




12.  Loan
Document.  This Amendment is a Loan Document.




13.  Waiver of Jury
Trial.  EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES TRIAL BY
JURY IN ANY ACTION OR PROCEEDING WITH RESPECT TO THIS AMENDMENT AND ANY OTHER
LOAN DOCUMENT.




[Signature
Pages Follow]









EXHIBIT
10.1


IN
WITNESS WHEREOF, the parties have entered into this Amendment as of the date
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:




TEXAS GAS
TRANSMISSION, LLC,


as
Borrower





By:  ________________


Name:


Title:





GULF
SOUTH PIPELINE COMPANY, LP,


as
Borrower





By: GS PIPELINE COMPANY,
LLC,


its general partner





By:  _________________


Name:


Title:





BOARDWALK
PIPELINE PARTNERS, LP





By: Boardwalk GP, LP,


its general partner





By: Boardwalk GP, LLC,


its general partner





By:    ________________


Name:


Title:







[Signature
Page to Amendment No. 3]
 
 EXHIBIT
10.1


WACHOVIA
BANK, NATIONAL ASSOCIATION,




as
Administrative Agent, Issuer, Swingline Lender
and  Lender














By:  __________________




Name:


Title:




[Signature
Page to Amendment No. 3]
 
 EXHIBIT
10.1


______________________ ,


as a
Lender








By: ___________________


Name:


Title:


EXHIBIT
10.1