EX-4.1



 Exhibit 4.1 
 Execution Version 
 BOARDWALK PIPELINES, LP

 as Issuer 
 BOARDWALK PIPELINE PARTNERS, LP 
 as Guarantor 

and 

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. 
 as Trustee 
 $250,000,000 

5.875% SENIOR NOTES DUE 2016 
 FIRST SUPPLEMENTAL INDENTURE 
 Dated as of April 18, 2013

 to 
 INDENTURE 
 Dated as of November 21, 2006 







 TABLE OF CONTENTS 

 

							
	 ARTICLE I AMENDMENTS TO THE ORIGINAL INDENTURE
	  	 	1	  
			
	 Section 1.01
	  	Amendment to Section 12.4	  	 	1	  
		
	 ARTICLE II MISCELLANEOUS
	  	 	1	  
			
	 Section 2.01
	  	Integral Part	  	 	1	  
	 Section 2.02
	  	Adoption, Ratification and Confirmation	  	 	2	  
	 Section 2.03
	  	Counterparts	  	 	2	  
	 Section 2.04
	  	Governing Law	  	 	2	  
	 Section 2.05
	  	Trustee Makes No Representation	  	 	2	  


  
 - i -









 FIRST SUPPLEMENTAL INDENTURE dated as of April 18, 2013 (this “First
Supplemental Indenture”) among Boardwalk Pipelines, LP, a Delaware limited partnership (the “Partnership” or the “Issuer”), Boardwalk Pipeline Partners, LP, a Delaware limited partnership
(together with its successors, the “Guarantor”), and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the “Trustee”). 

W I T N E S S E T H: 
 WHEREAS, the Issuer and the Guarantor have heretofore entered into an Indenture, dated as of November 21, 2006 (the “Original Indenture”), with The Bank of New York Mellon
Trust Company, N.A. (formerly The Bank of New York Trust Company, N.A.), as trustee; 
 WHEREAS, the Original Indenture, as
supplemented pursuant to this First Supplemental Indenture, is herein called the “Indenture”; 

WHEREAS, pursuant to Section 7.1(d) of the Original Indenture, the Issuer proposes to supplement the Original Indenture to amend and
restate Section 12.4 thereof; 
 WHEREAS, the amendments contained herein shall not materially adversely affect the
interests of the Holders of the Notes (as such terms are defined in the Original Indenture) under the Original Indenture; and 

WHEREAS, all conditions necessary to authorize the execution and delivery of this First Supplemental Indenture and to make it a valid and
binding obligation of the Issuer and the Guarantor have been done or performed; 
 NOW, THEREFORE, in consideration of the
agreements and obligations set forth herein and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows: 

ARTICLE I 

AMENDMENTS TO THE ORIGINAL INDENTURE 
 Section 1.01 Amendment to Section 12.4. Section 12.4 of the Original Indenture is hereby amended and restated in its entirety to read as follows: 

“[Reserved].” 
 ARTICLE II 
 MISCELLANEOUS 

Section 2.01 Integral Part. This First Supplemental Indenture constitutes an integral part of the Indenture.


  
 - 1 -









 Section 2.02 Adoption, Ratification and Confirmation. The Original
Indenture, as supplemented and amended by this First Supplemental Indenture, is in all respects hereby adopted, ratified and confirmed. 
 Section 2.03 Counterparts. This First Supplemental Indenture may be executed in any number of counterparts, each of which when so executed shall be deemed an original; and all such
counterparts shall together constitute but one and the same instrument. 
 Section 2.04 Governing Law. THIS
FIRST SUPPLEMENTAL INDENTURE AND THE NOTES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. 
 Section 2.05 Trustee Makes No Representation. The Trustee makes no representation as to the validity or sufficiency of this First Supplemental Indenture. The recitals herein are deemed
to be those of the Issuer and the Guarantor and not of the Trustee. 
 [Signatures on following page] 

  
 - 2 -









 IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be
duly executed and delivered, all as of the date first written above. 
  

			
	ISSUER:
	
	BOARDWALK PIPELINES, LP
		
	By:	    	Boardwalk Operating GP, LLC, its general partner
		
	By:	    	Boardwalk Pipeline Partners, LP, its sole member
		
	By:	    	Boardwalk GP, LP, its general partner
		
	By:	    	Boardwalk GP, LLC, its general partner
		
	By:	    	 /s/ Jamie L. Buskill

		    	Jamie L. Buskill
		    	Chief Financial Officer
	
	GUARANTOR:
	
	BOARDWALK PIPELINE PARTNERS, LP
		
	By:	    	Boardwalk GP, LP, its general partner
		
	By:	    	Boardwalk GP, LLC, its general partner
		
	By:	    	 /s/ Jamie L. Buskill

		    	Jamie L. Buskill
		    	Chief Financial Officer


 Signature Page to First Supplemental Indenture 








			
	TRUSTEE:
	
	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
		
	By:	 	 /s/ Lawrence M. Kusch

	Name:	 	Lawrence M. Kusch
	Title:	 	Vice President


 Signature Page to First Supplemental Indenture