exhibit10_1.htm


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Exhibit
10.1

    Execution
Copy

    


    NOT
TO EXCEED $175,000,000

    MISSISSIPPI
BUSINESS FINANCE CORPORATION

    TAXABLE
INDUSTRIAL DEVELOPMENT REVENUE BONDS, SERIES 2008

     

    (GULF
SOUTH PIPELINE COMPANY, LP PROJECT)

    


    


    BOND
PURCHASE AGREEMENT

     

    Among

     

    BOARDWALK
PIPELINES, LP

    


    


    


    MISSISSIPPI
BUSINESS FINANCE CORPORATION

     

    And

     

    GULF
SOUTH PIPELINE COMPANY, LP

    


    


    


    


    


     

    Dated
as of December 1, 2008


    
      
         


      

      
         


        
          

        

      

      
         


        
          
 

        

      

    


    TABLE OF CONTENTS

    


    1.  BACKGROUND                                                                                                                                               
1

    2.  JOINT
REPRESENTATION OF THE ISSUER AND THE
COMPANY                                                    2

    3.  REPRESENTATIONS
OF THE
ISSUER                                                                                                       
2

    4.  REPRESENTATIONS
OF THE
COMPANY                                                                                                
3

    5.  COVENANTS
OF THE
COMPANY                                                                                                              5

    6.  PURCHASE,
SALE AND DELIVERY OF THE
BONDS                                                                            
6

    7.  DOCUMENTS                                                                                                                                                 
8

    8.  CONDITIONS
TO OBLIGATIONS OF THE
PURCHASER                                                                      
8

    9.  TERMINATION                                                                                                                                            
11

    10.  EXPENSES                                                                                                                                                   
11

    11.  CONDITION
OF THE ISSUER'S
OBLIGATIONS                                                                                  
11

    12.  NOTICES                                                                                                                                                      
11

    13.  SUCCESSORS                                                                                                                                              
12

    14.  SURVIVAL
OF CERTAIN REPRESENTATIONS AND
WARRANTIES                                            12

    15.  GOVERNING
LAW                                                                                                                                      12


    16.  MISCELLANEOUS                                                                                                                                      12

    17.  COUNTERPARTS                                                                                                                                       
12

    18.  EFFECTIVE
DATE                                                                                                                                      
12

    19.  DEFINED
TERMS                                                                                                                                       
12

    


    


    EXHIBIT
A:    Notice of Borrowing


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    


    


    


     

    Dated as
of December 1, 2008

    


    


    


    


    Mississippi
Business Finance Corporation

    Jackson,
Mississippi

    


    Gulf
South Pipeline Company, LP

    Houston,
Texas

    


    Ladies
and Gentlemen:

    


    Boardwalk
Pipelines, LP, a Delaware limited partnership (the "Purchaser"), offers to enter
into this Bond Purchase Agreement (this "Agreement") with the Mississippi
Business Finance Corporation, a public corporation organized and existing under
the laws of the State of Mississippi (the "State") (the "Issuer") and Gulf South
Pipeline Company, LP, a limited partnership organized, validly existing under
the laws of the State of Delaware, and in good standing under the laws of the
State of Mississippi (the "Company"), which, upon your acceptance will be
binding upon the Issuer, the Company and the Purchaser.

    


    1. BACKGROUND

     

    (a) The
Issuer will issue and sell its Taxable Industrial Development Revenue Bonds,
(Gulf South Pipeline Company, LP Project) (the "Bonds") in the maximum aggregate
principal amount of $175,000,000 to provide for the permanent financing for a
portion of the cost of the Project (as defined in the Loan Agreement, as
hereinafter defined) to be located in the State and to be owned by the Company,
and to pay the necessary expenses incidental to the issuance of the
Bonds.  The Bonds may be designated upon written notice by the Company
in an aggregate amount not exceeding $175,000,000, so as to fund the
Project.  The principal proceeds of the Bonds will be advanced from
time to time as described in the Indenture (as hereinafter
defined).  The Issuer and the Company will enter into a Loan Agreement
(the "Loan Agreement") dated as of December 1, 2008,  providing, among
other things, for payments at times and in amounts sufficient to pay when due
the principal of, premium, if any, and interest on the Bonds.

     

    (b) The Bonds
will be Issued pursuant to Title 57, Chapter 10, Article 7 of the Mississippi
Code of 1972, as amended and supplemented (the "Act"), resolutions of the Issuer
dated June 14, 2006, April 11, 2007 and July 9, 2008 (collectively the
"Resolution"), and a trust indenture (the "Indenture") dated as of December 1,
2008, between the Issuer and Hancock Bank, as Trustee, (the "Trustee"). The
Bonds are limited obligations of the Issuer, payable solely from payments to be
made by the Company pursuant to the Loan Agreement and payments to be made by
the Company pursuant to a promissory note to the Issuer (the
"Note").  Payment of the Bonds is secured by the lien of the Indenture
on the trust estate created thereunder which consists generally of money
deposited in the funds and accounts established under the Indenture and income
from the investment of such money as required by the Indenture, the Loan
Agreement and the Note.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (c) The Bonds
will contain the terms and provisions as described in the Indenture and will
bear interest at the rates described in the Indenture.

     

    (d) The terms
and provisions of the Bonds have been approved by the Company which enters into
this Agreement in order to induce the Purchaser to purchase the Bonds and
advances thereupon at the price set forth in the Indenture.

     

    (e) No
preliminary official statement, final official statement or other disclosure
document will be distributed in connection with the Issuance and sale of the
Bonds.

     

    (f) It is
intended that interest on the Bonds will not be tax-exempt interest for purposes
of Section 103 of the Internal Revenue Code.

     

    (g) The
Purchaser is purchasing the Bonds for its own account and will, on the Closing
Date (as hereinafter defined), execute a document satisfactory to the Issuer
agreeing not to sell or otherwise transfer or dispose of the Bonds without
complying with applicable disclosure and registration requirements of federal
and state securities laws.  The Purchaser will cause the Company to
execute a certificate agreeing to the restrictions imposed by the securities
laws and providing the necessary affirmations requested by the
Issuer.

     

    (h) This
Agreement, together with the Loan Agreement, the Note, the Indenture and the
Bond shall hereinafter sometimes be referred to as the Loan
Documents.

     

    2. JOINT REPRESENTATION OF THE ISSUER
AND THE COMPANY.  The Issuer and the Company represent that the
Company is an "eligible business" within the meaning of the Act.

     

    3. REPRESENTATIONS OF THE
ISSUER.  The Issuer makes the following representations, all of
which will survive the purchase and offering of the Bonds.

     

    (a) The
Issuer is a public corporation organized and existing under the laws of the
State.

     

    (b) The
Issuer is authorized by the provisions of the Act to issue the Bonds, to loan
the proceeds of the Bonds to the Company pursuant to the Loan Agreement to be
used for the permanent financing of the Project, to pledge and assign the Loan
Agreement and the Note, and the payments to be received by the Issuer pursuant
thereto and the funds established pursuant to the Indenture and investment
earnings and amounts therein as security for the payment of the principal of,
premium, if any, and interest on the Bonds and to assign its interest in the
Loan Agreement and the Note to the Trustee, all pursuant to the
Indenture.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    (c) The
Issuer has complied with all provisions of the Constitution and the laws of the
State pertaining to the issuance and sale of the Bonds, including the Act, and
has full power and authority to authorize and thereafter consummate all
transactions contemplated by the Loan Documents and any and all other agreements
relating thereto.

     

    (d) The
Issuer has duly adopted the Resolution and has duly authorized the execution and
delivery of the Loan Documents and the issuance and sale of the Bonds, and taken
all actions and obtained all approvals necessary and appropriate to carry out
the same.

     

    (e) The
Issuer has duly authorized all necessary actions to be taken by the Issuer (i)
for the issuance and sale of the Bonds upon the terms set forth herein and in
the Indenture, (ii) for the execution, delivery, receipt and due performance of
the Loan Documents, any and all other agreements and documents as may be
required to be executed, delivered and received by the Issuer in order to carry
out, give effect to and consummate the transactions contemplated hereby and by
the issuance and sale of the Bonds, and (iii) for the carrying out, giving
effect to, and consummation of the transactions contemplated hereby, by the
Indenture and by the issuance and sale of the Bonds. Executed counterparts of
the Loan Documents will be delivered to the Purchaser by the Issuer on the
Closing Date (as hereinafter defined).

     

    (f) To the
best of the Issuer's knowledge, there is no action, suit, proceeding, inquiry,
investigation at law or in equity or before or by any court, public board or
body pending or threatened against or affecting the Issuer (or any basis
therefor) wherein an unfavorable decision, ruling or finding would adversely
affect the transactions contemplated hereby or the issuance and sale of the
Bonds or the validity of the Bonds, the Loan Documents or any agreement or
instrument to which the Issuer is or is expected to be a party and which is used
or contemplated for use in the consummation of the transactions contemplated
hereby.

     

    (g) Neither
the execution and delivery by the Issuer of the Loan Documents and other
agreements contemplated hereby nor the Issuance and sale of the Bonds and
compliance with the provisions thereof will conflict with or constitute, on the
part of the Issuer, a breach of or a default under any existing law, court or
administrative regulation, decree or order or any agreement, indenture,
mortgage, lease or other instrument to which the Issuer is subject or by which
the Issuer is or may be bound.

     

    (h) Any
certificate signed by any of the Issuer's authorized officers and delivered to
the Purchaser shall be deemed a representation and warranty by the Issuer to the
Purchaser as to the statements made therein.

     

    (i) When an
advance in respect of the Bonds is paid for by the Purchaser at the direction of
the Company in accordance with the terms of this Agreement, the Bonds, including
each such advance, will have been duly authorized, executed and issued and will
constitute legal, valid and binding limited obligations of the Issuer
enforceable in accordance with their terms and entitled to the benefits of the
Indenture.

     

    4. REPRESENTATIONS OF THE
COMPANY.   The Company makes the following
representations, all of which will survive the purchase and offering of the
Bonds:

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    (a) The
Company is a limited partnership duly formed and validly existing under the laws
of the State of Delaware, is in good standing in and is duly authorized to
conduct business in the State of Mississippi.

     

    (b) The
Company has full limited partnership power and authority to authorize and
thereafter consummate all transactions contemplated by this Agreement, the Loan
Documents and any and all other agreements relating thereto.

     

    (c) The
Company’s general partner has duly authorized all necessary actions to be taken
by the Company (i) for the execution, delivery, receipt and due performance of
the Loan Documents, (ii) for the consummation of the transactions contemplated
by the sale of the Bonds, the Loan Documents, and (iii) for the Loan Documents
to constitute valid and binding obligations of the Company enforceable in
accordance with their respective terms, as each may apply to the Company except
to the extent that the enforceability thereof may be limited (A) by bankruptcy,
reorganization or similar laws limiting the enforceability of creditors' rights
generally or (B) by the availability of any discretionary equitable
remedies.

     

    (d) The
execution and delivery by the Company of the Loan Documents and the other
documents contemplated hereby and by the issuance and sale of the Bonds and
compliance with the provisions thereof will not conflict with or constitute on
the Company's part a breach of or default under any existing law, court or
administrative regulation, decree or order or any agreement, indenture,
mortgage, lease or other instrument to which the Company is subject or by which
the Company is or may he bound.

     

    (e) Any
certificate signed by any of the Company's general partner’s authorized officers
and delivered to the Purchaser shall be deemed a representation and warranty by
the Company to the Purchaser as to the statements made therein.

     

    (f) The
Company has obtained or will obtain as and when required by applicable law all
approvals required in connection with the execution and delivery of and
performance by the Company of its obligations under the Loan
Documents.

     

    (g) To the
Company's knowledge, there is no action, suit, proceeding, inquiry or
investigation at law or in equity pending before or by any court, public board
or body to which  the Company is a party that would materially
adversely affect the transactions contemplated by, or the validity or
enforceability of the Loan Documents, or wherein an unfavorable decision, ruling
or finding would adversely affect the transactions contemplated hereby or the
issuance and sale of the Bonds or the validity of the Bonds, the Loan Documents
or any agreement or instrument to which the Company is or is expected to be a
party and which is used or contemplated for use in the consummation of the
transactions contemplated hereby.

     

    (h) The
Company will have obtained all licenses, permits, franchises or other
governmental authorizations necessary for the acquisition, construction,
installation, equipping and permanent financing, from time to time, of any
subproject included under the definition of Project under the Indenture and the
use of any subproject included under the definition of Project.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    5. COVENANTS OF THE
COMPANY.  The Company covenants and agrees to the following
covenants, all of which will survive the purchase and offering of the Bonds and
any investigations made by or on behalf of the Purchaser:

     

    (a) The
Company agrees to indemnify and hold harmless the Issuer, its counsel, Bond
Counsel, the Purchaser, the Trustee, any officer, agent or employee of the
Issuer and each person, if any, who controls any of the foregoing within the
meaning of Section 15 of the Securities Act of 1933, as amended, or Section 20
of the Securities Exchange Act of 1934, as amended (collectively referred to
herein as the "Indemnified Parties"), against any and all losses, claims,
damages, liabilities or expenses whatsoever arising out of or resulting from or
in any way related to the issuance and sale of the Bonds, any breach by the
Company of any of, or the inaccuracy of any of, its representations, warranties
and covenants set forth in this Agreement and the permanent financing of the
Project and the acquisition, installation, equipping and the use of the Project;
provided, however, that the Company shall not indemnify and hold harmless any
Indemnified Party from damages that result from gross negligence or intentional
misconduct on the part of the Indemnified Party seeking such
indemnity.

     

    In case
any action shall be brought against one or more of the Indemnified Parties based
upon the information described in the preceding paragraph and in respect of
which indemnity may be sought against the Company, the Indemnified Parties shall
promptly notify the Company in writing and the Company shall promptly assume the
defense thereof, including the employment of counsel reasonably acceptable to
the Indemnified Parties, the payment of all expenses, and the right to negotiate
and consent to settlement. Any one or more of the Indemnified Parties has the
right, at its own expense, to employ separate counsel in any such action and to
participate in the defense thereof. The Company shall not be liable for any
settlement of any such action effected without its consent, but if settled with
the consent of the Company, or if there be a final judgment for the plaintiff in
any such action with or without its consent, the Company agrees to indemnify and
hold harmless the Indemnified Parties from and against any loss or liability by
reason of such settlement or judgment.

     

    (b) The
Company will not take or omit to take, as may be applicable, any action which
would, in any way, cause the proceeds of the Bonds to be applied in a manner
contrary to the requirements of the Indenture and the Loan
Agreement.

     

    (c) Whether
or not the sale of the Bonds by the Issuer to the Purchaser is consummated, the
Company agrees that the Purchaser shall have no obligation to pay any costs or
expenses incident to the performance of the obligations of the Issuer or the
Purchaser under this Agreement.  All costs and expenses to effect the
preparation, issuance, sale and delivery of the Bonds and the Loan Documents and
the fees and expenses of the Issuer, its Agents, and of Bond Counsel, and of the
Purchaser and its Counsel, shall be paid by the Company.

     

    (d) Company
will use the proceeds of the Loan for the acquisition, construction,
installation, and expansion of facilities on the Project Site, including the
equipping of the Project, including any reimbursement of prior expenditures on
the Project.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    (e) Company
will not make any amendment or change of its certificate of limited partnership
or agreement of limited partnership that will constitute a material adverse
affect on this Agreement, the Loan Agreement, or any other Loan
Documents.

     

    6. PURCHASE,
SALE AND DELIVERY OF THE BONDS

     

    (a) On the
basis of the representations, warranties and covenants contained herein, and in
the Loan Documents and other agreements referred to herein, and subject to the
terms and conditions herein and therein set forth, on the Closing Date the
Purchaser agrees to purchase from the Issuer and the Issuer agrees to sell to
the Purchaser the “Mississippi Business Finance Corporation Taxable Industrial
Development Revenue Bonds Series 2008 (Gulf South Pipeline Company, LP Project)”
in an agreed upon principal amount for a purchase price of one hundred percent
(100%) of the principal amount of the Series 2008 Bonds so issued and sold from
time to time as provided for hereunder and in the Indenture.  The
Issuer understands that the Purchaser is purchasing the Bonds for its own
account and will provide an investment letter or certificate to that
effect.  The Purchaser will not sell the bonds to any other
prospective bond purchaser without obtaining the prior written consent of the
Issuer.

     

    (b) The
Issuer will deliver the Series 2008 Bonds to or for the account of the Purchaser
against payment of the purchase price therefor on the Closing Date and
thereafter (in the case of multiple advances) on a date or dates acceptable to
the Issuer, the Purchaser and the Company in the principal amount designated by
the Company as herein provided.  The Bonds will be dated the date of
issuance and delivery thereof, will be delivered in the form of one (1)
fully registered Bond so designated by the Company and in denominations so that
the aggregate amount does not to exceed $175,000,000 (as hereinafter more fully
described), and will be registered in the name of the Purchaser.  The
Bonds may be in printed, engraved, typewritten or photocopied form and each such
form shall constitute "Definitive Form."

     

    (c) Purchaser
will purchase Bonds in a principal amount equal to the principal amount of the
Bonds as provided for under the Indenture, but not in an aggregate amount which
will exceed $175,000,000 of Bonds issued under the Indenture.  The
proceeds of such purchases shall be loaned to the Company by the Issuer to
finance the Project, as such term is defined in the Indenture.

     

    (d) The Bonds
shall be dated the date of delivery thereof and the Bonds shall bear an interest
rate equal to seven percent (7%) per annum.

     

    (e) Interest
accrued on the Bonds shall be paid on each Interest Payment Date, as defined in
the Indenture.  The outstanding principal shall be due and payable on
the final maturity date of the Bonds.  All Bonds shall mature no later
than December 1, 2018.  Bonds may be prepaid in whole or in part
without penalty, upon written notice to the Trustee, the Issuer, and the
Purchaser as provided in Section 2.4 of the Indenture.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    The sale and purchase of the Bonds will
be accomplished in two or more advances as described hereinafter and in Section
2.7 of the Indenture.  The parties agree that (i) the aggregate
principal amount of Bonds to be sold and purchased hereunder shall not exceed
the principal amount specified in Paragraph 6(b) hereof, and (ii) the Bonds will
be deemed delivered to the Purchaser by notice of an advance or advances
thereupon as herein provided.  Advances shall be made upon the fully
registered Bonds that are issued and delivered under the Indenture and shall
constitute an advance of moneys by the Issuer, upon payment therefor by the
Purchaser.  Such advances shall be noted on the Bond by the Purchaser
and on the Note by the Trustee, there being required no additional delivery of a
new Bond or Bonds in definitive form.  It shall be the sole
prerogative of the Company to designate the principal amount of each advance to
be delivered at any subsequent time and the date, time and place of the delivery
of and payment for such advance (hereinafter referred to as a
"Closing").  The aforesaid notice of borrowing to be made by the
Company after the Closing Date shall be substantially in the form of that which
is attached hereto as Exhibit "A" and shall be duly executed on behalf of
the Company (the “Notice of Borrowing”).  Within five (5) days from
which such Notice of Borrowing is submitted, the Purchaser shall fund such
request.  As is set forth in Section 2.7 of the Indenture, any such
Notice of Borrowing which the Trustee receives from the Company shall be treated
as an order from the Issuer to authorize the advance under the Bond initially
issued and delivered and as irrevocable, unless the Trustee, the Issuer and the
Purchaser shall consent in writing to any revocation thereof.  No
further action shall be required by the Issuer in order to authorize any such
advance.  Subject to the terms and conditions of the Indenture, the
Issuer and the Trustee hereby authorize and direct the Purchaser to note as an
advance on the grid provided therefor on the Bond, the amount constituting the
advance requested by the Company at any such Closing along with all payments of
principal and interest on the Bond; and the Purchaser shall make such notation
and pay the purchase price of such  Bond pursuant to Section 2.2 of
the Indenture.  Upon receipt of such payment, the Trustee has agreed
in the Indenture to note as an advance on the grid provided therefor on the
Note, the amount constituting the advance along with all payments of principal
and interest on the Bond.

     

    The
outstanding principal amount of the Bonds shall at all times be determined by
the records maintained by the Trustee and the Purchaser.

     

    The
obligation of the Issuer to cause advances upon the Bonds, and the obligation of
the Purchaser to purchase the Bonds under the provisions of this Agreement shall
terminate on that date which follows the Completion Date (as defined in the Loan
Agreement) of the Project, and after said termination date the Issuer shall have
no obligation to cause advances upon the Bonds and the Purchaser shall have no
obligation to purchase the Bonds.

     

    All Bonds
(including advances thereupon) issued by the Issuer are to be sold to the
Purchaser under and pursuant to this Agreement and shall not be sold to any
other purchaser or pursuant to any other agreement without an agreement in
writing signed by the Issuer, the Trustee, the Purchaser and such other
purchaser.

     

    (f) The
Purchaser agrees that it is purchasing the Bonds for its own investment account
and not with a view towards any resale or public distribution
thereof.

     

    (g) The Bonds
shall bear interest at the rates, mature on the date or dates, be subject to
optional and mandatory redemption prior to maturity, and have such other terms
as described in the Indenture.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    7. DOCUMENTS.  On or
prior to the Closing Date, the Company and the Purchaser shall have received a
copy of each of the following documents duly executed by all parties thereto as
certified to the satisfaction of the Purchaser:

     

    (a) the
Resolution;

     

    (b) the
Indenture;

     

    (c) the Loan
Agreement;

     

    (d) the Note;
and

     

    (e) the
Assignment of the Note.

     

    The
Issuer and the Company shall immediately upon their execution provide the
Purchaser with any amendments to the aforementioned documents.

    


    8. CONDITIONS TO OBLIGATIONS OF THE
PURCHASER.  The obligation of the Purchaser to purchase and pay
for the Bonds and the obligation of the Issuer to sell the Bonds to the
Purchaser shall be subject to the following conditions precedent:

     

    (a) The
representations and warranties of the Company herein and the representations and
warranties made in each of the Loan Documents by the respective parties thereto
shall be true, correct and complete on the date hereof and on the Closing Date,
and each such party to the Loan Documents, including the Company, shall deliver
a certificate to such effect on the Closing Date.  The Issuer and the
Company shall have performed all of their obligations hereunder, and the
statements made on behalf of the Issuer and the Company hereunder shall be true
and correct on the date hereof and on the Closing Date, and the Issuer and the
Company shall deliver certificates to such effect on the Closing
Date.

     

    (b) Each of
the Loan Documents, the Resolution and all other official action of the Issuer
relating thereto shall be in full force and effect and shall not have been
amended, modified or supplemented without the written approval of the
Purchaser.

     

    (c) The
Issuer shall have received the approving opinion of Bond Counsel in form and
substance reasonably acceptable to the Purchaser, and the Purchaser shall have
received a letter from Bond Counsel dated the Closing Date and addressed to the
Purchaser, to the effect that the Purchaser may rely upon such firm's opinion as
if it were addressed to the Purchaser.

     

    (d) The
Purchaser shall have received the opinion of counsel to the Issuer, dated the
Closing Date and addressed to the Purchaser in form and substance reasonably
acceptable to the Purchaser.

     

    (e) No
default or event of default (as defined in any of the Loan Documents) shall have
occurred and be continuing, and no event shall have occurred and be continuing
as of the Closing Date that, with the lapse of time or the giving of notice or
both, would constitute such a default or event of default.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    (f) No
material adverse change shall have occurred, nor shall any development involving
a prospective material and adverse change in, or affecting the affairs,
business, financial condition, result of operations, prospects or properties
(including any subproject included in the definition of Project) of the Issuer
or the Company have occurred, between the date hereof and the Closing Date;
and

     

    (g) On or
prior to the Closing Date, all actions required to be taken as of the Closing
Date in connection with the  Bonds and the Loan Documents by the
Issuer and the Company shall have been taken, and the Issuer and the Company
shall each have performed and complied with all agreements, covenants and
conditions required to be performed or complied with by this Agreement, the
Bonds and the Loan Documents, and each party shall deliver a certificate to such
effect insofar as the foregoing actions, agreements, covenants and conditions
apply to each such party, and each of such agreements shall be in full force and
effect and shall not have been amended, modified or supplemented, except as has
been agreed to in writing by the Purchaser.

     

    (h) Each of
the Loan Documents shall have been executed and delivered by each of the
respective parties thereto, all such documents shall be in forms provided to the
Purchaser on the date hereof with only such changes as the Purchaser may approve
in writing.

     

    (i) None of
the events referred to in Section 9 of this Agreement shall have
occurred.

     

    (j) The
Purchaser shall have received a certificate, dated the Closing Date and signed
on behalf of the Issuer, to the effect that:

     

    
      	
              (i)  

            	
              the
      Issuer has not received notice of any pending, nor to the Issuer's
      knowledge is there any threatened, action, suit, proceeding, inquiry or
      investigation against the Issuer, at law or in equity, by or before any
      court, public board or body, nor to the Issuer's knowledge is there any
      basis therefor, affecting the existence of the Issuer or the titles of its
      officials to their respective offices, or seeking to prohibit, restrain or
      enjoin the sale, issuance or delivery of the Bonds or the pledge of
      revenues or assets of the Issuer pledged or to be pledged to pay the
      principal of and interest on the Bonds, or in any way materially adversely
      affecting or questioning (A) the territorial jurisdiction of the Issuer,
      (B) the use of the proceeds of the  Bonds to permanently finance
      the subprojects included in the definition of Project, (C) the validity or
      enforceability of the  Bonds, any proceedings of the Issuer
      taken with respect to the Bonds, or any of the Loan Documents to which it
      is a party, (D) the execution and delivery of this Agreement or the Bonds,
      or (E) the power of the Issuer to carry out the transactions contemplated
      by this Agreement, the Bonds, the Indenture or any of the Loan Documents
      which the Issuer is a party; and

            


    

     

    
      	
              (ii)  

            	
              the
      Issuer has complied with all the covenants and satisfied all of the
      conditions on its part to be performed or satisfied at or prior to the
      Closing Date, and the representations and warranties of the Issuer
      contained herein and in each of the Loan Documents to which it is a party
      are true and correct as of the Closing
Date.

            


    

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    (k) The
Purchaser shall have received an opinion of counsel to the Company, dated the
Closing Date and addressed to the Purchaser in form and substance reasonably
acceptable to the Purchaser.

     

    (l) The
Purchaser shall have received certificates dated the Closing Date from the
Company to the effect that the Company has complied with all of the covenants
and satisfied all of the conditions to be performed or satisfied by it on or
prior to the Closing Date, and the representations and warranties of the Company
contained in this Agreement and in each of the Loan Documents to which it is a
party are true, correct and complete as of the Closing Date, and it has full
legal right, power and authority to enter into and carry out the transactions
contemplated by the Loan Documents.

     

    (m) The
Purchaser shall have received a certificate, dated the Closing Date and signed
by an authorized officer of the Trustee, to the effect that (i) he or she is an
authorized officer of the Trustee, (ii) the Indenture has been duly executed and
delivered by the Trustee, (iii) the Trustee has all necessary corporate and
trust powers required to carry out the trust created by the Indenture, (iv) to
the best of his or her knowledge, the acceptance by the Trustee of the duties
and obligations of the Trustee under the Indenture and compliance with the
provisions thereof will not conflict with or constitute a breach of or default
under any law, administrative regulation, consent decree or any agreement or
other instrument to which the Trustee is subject or by which the Trustee is
bound, and (v) the Trustee has duly authenticated the Bonds, and the person
signing the certificate of authentication on each Bond has been duly authorized
to do so.

     

    (n) Evidence,
reasonably satisfactory in form and substance to the Purchaser and Bond Counsel,
of a satisfactory and favorable conclusion to a Bond validation proceeding under
the laws of the State with respect to the Bonds shall have been
received.

     

    (o) Such
additional certificates, opinions and other documents as the Purchaser or Bond
Counsel may reasonably request to evidence performance of or compliance with the
provisions of this Agreement and the transactions contemplated hereby and by the
issuance and sale of the Bonds, all such certificates and other documents to be
reasonably satisfactory in form and substance to the Purchaser, shall have been
received.

     

    (p) If any
conditions to the obligations of the Purchaser or the Issuer contained in this
Agreement are not satisfied and the satisfaction of such conditions shall not be
waived by the Purchaser, then, at the option of the Purchaser (i) the Closing
Date shall be postponed for such period as may be deemed necessary for such
Conditions to be satisfied or (ii) without limiting the generality of Section 14
of this Agreement, the obligations of the Purchaser and the Issuer under this
Agreement shall terminate, neither the Purchaser nor the Issuer shall have any
further obligations or liabilities hereunder, and the Company shall have no
further obligations or liabilities hereunder other than its obligations under
Section 5 hereof.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    (q) All of
the legal opinions, certificates, proceedings, instruments and other documents
mentioned above or elsewhere in this Agreement shall be deemed to be in
compliance with the provisions hereof if, but only if, they are in form and
substance reasonably satisfactory to the Purchaser and the Issuer.

     

    (r) As of the
Closing Date, no event of default (as defined in the Loan Documents) shall have
occurred and be continuing, nor shall any event have occurred and be continuing
as of the Closing Date which, with the lapse of time, would constitute such a
default.

     

    9. TERMINATION.  The
Purchaser may terminate its obligations hereunder by written notice to the
Issuer if, at any time subsequent to the date hereof and on or prior to the
Closing Date:

     

    (a) There
shall have occurred any material change in the business or affairs of the Issuer
or the Company or any material change in the Project that materially adversely
affects the financial condition, business, properties or prospects of the
Company.

     

    (b) Any
condition to the Purchaser's obligations hereunder is not satisfied because of
any refusal, inability or failure on the part of the Company or the Issuer to
comply with any of the terms or to fulfill any of the conditions provided for or
contemplated by this Agreement, or if for any reason the Company, the Trustee or
the Issuer shall be unable to perform all of their obligations or satisfy
conditions, respectively, provided for or contemplated in this Agreement or the
Loan Documents.

     

    10. EXPENSES.  Except as
otherwise provided herein, the Company shall cause to be paid out of its own
funds, or the proceeds of the Bonds, the costs of issuing the Bonds, including,
but not limited to, the fees and expenses described in Section 5 of this
Agreement, whether or not the sale of the Bonds by the Issuer to the Purchaser
is consummated.

     

    11. CONDITION OF THE ISSUER'S
OBLIGATIONS.  The Issuer's obligations hereunder are subject to
the Purchaser's performance of its obligations hereunder.

     

    12. NOTICES.  Any notice
or other communication to be given under this Agreement may be given by
delivering the same in writing and shall be deemed given, unless otherwise
required herein, when received by registered or certified mail, return receipt
requested, postage prepaid; or when received by overnight delivery; or when
personally delivered; addressed as follows:

     

    If to the
Issuer:                     Mississippi
Business Finance Corporation

    Attention:  William
T. Barry

    735
Riverside Drive, Suite 300

    Jackson,
MS  39201

     

    If to the
Purchaser:             Boardwalk
Pipelines, LP

    Attention:  Mr.
James Jones

    9
Greenway Plaza, Suite 2800

    Houston,
TX 77046

    Phone
713-479-8294

    Facsimile
Number:   James.Jones@bwpmlp.com

    


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    If to the
Company:                Gulf
South Pipeline Company, LP

    Attn:  Mr.
James Jones

    9
Greenway Plaza, Suite 2800

    Houston,
TX 77046

    Phone
713-479-8294

    E-Mail:  James.Jones@bwpmlp.com

    


    If to the
Trustee:                   Hancock
Bank

    Attention:  Susan
Tsimortos

    1855
Lakeland Drive, Suite Q-230

    Jackson, MS 39216

    Telephone
Number:  601-981-7452

    Facsimile
Number:   601-368-9457

    


    13. SUCCESSORS.  This
Agreement is made solely for the benefit of the Issuer, the Purchaser and the
Company (including their successor or assigns) and no other person shall acquire
or have any right hereunder by virtue hereof (other than pursuant to Section 5
hereof).

     

    14. SURVIVAL OF CERTAIN REPRESENTATIONS
AND WARRANTIES.  All agreements, covenants, representations and
warranties and all other statements of the Issuer and the Company set forth in
or made pursuant to this Agreement shall remain in full force and effect and
shall survive the Closing Date and the delivery of the Bonds.

     

    15. GOVERNING LAW.  This
Agreement shall be governed by the laws of the State.

     

    16. MISCELLANEOUS.  This
Agreement constitutes the only agreement among the parties hereto relating to
the subject matter hereof, and it supersedes and cancels any and all previous
contracts, agreements or understandings with respect thereto.  This
Agreement may not be amended or modified except in writing executed by all
parties hereto.  Capitalized terms not otherwise defined herein shall
have the meaning assigned to them in the Indenture and the Loan
Agreement.

     

    17. COUNTERPARTS.  This
Agreement may be executed in several counterparts, each of which shall be an
original and all of which shall constitute one and the same
instrument.

     

    18. EFFECTIVE
DATE.  This Bond Purchase Agreement shall be effective as of
December 1, 2008, although executed on the respective dates set forth
below.

     

    19. DEFINED TERMS.  The
terms defined herein shall have the meanings set forth in the Loan Agreement and
the Indenture.

     

    


     

    [Remainder
of Page Intentionally Left Blank.]

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

     

    Very
truly yours,

    


    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:
__________________________________           

                                                                               
Jamie Buskill, Senior Vice
President,

                                                                                                              
Chief Financial Officer and Treasurer

    


    Dated:                      As
of December 1, 2008

    


    MISSISSIPPI
BUSINESS FINANCE

    CORPORATION

    


    


    By: ___________________________________          

    William T. Barry, Executive
Director

    


    Accepted
as of December 1, 2008

    


    GULF
SOUTH PIPELINE COMPANY, LP

    By:           GS
Pipeline Company

    Its:           General
Partner

    


    


    By:  __________________________________         

                 Jamie
Buskill, Senior Vice President,

                                                                                                               
Chief Financial Officer and Treasurer

    


    


    Accepted
as of December 1, 2008

    


    


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    


    [Signature
Page to Bond Purchase Agreement.]


    
      
         


      

      
        14

        
          

        

      

      
         


      

    


    EXHIBIT
A

     

    NOTICE
OF BORROWING AND DESIGNATION OF

    ADVANCE
UNDER BONDS TO BE DELIVERED TO UNDERSIGNED

    PURCHASER
AND RELATED CERTIFICATES

    


    


    


    Boardwalk
Pipelines, LP

    3800
Frederica Street

    Owensboro,
KY 42301

    


    


    
      	
               
      

            	
              RE:

            	
              $175,000,000
      Maximum Principal Amount Mississippi Business Finance Corporation Taxable
      Industrial Development Revenue Bonds, Series 2008 (Gulf South Pipeline
      Company, LP Project) (the "Bonds")

            


    

    


    


    Ladies
and Gentlemen:

    


    Pursuant
to that certain (i) Bond Purchase Agreement, dated as of December 1, 2008, (the
"Bond Purchase Agreement"), between and among the Mississippi Business Finance
Corporation (the "Issuer"), Boardwalk Pipelines, LP (the "Purchaser"), as
purchaser of the captioned Bonds, Gulf South Pipeline Company, LP, a Delaware
limited partnership (the "Company"), as borrower under that certain Loan
Agreement with the Issuer relating to the captioned Bonds, dated as
of  December 1, 2008, (the "Loan Agreement"), and (ii) Trust Indenture
dated as of December 1, 2008, between Hancock Bank, as trustee (the "Trustee")
and the Issuer (the "Indenture"), the Company hereby notifies you as follows
(capitalized terms used but not defined herein shall have the meanings given to
them in the Indenture or the Loan Agreement referred to herein).

     

    The
Company requests the Purchaser to take delivery of an advance upon the fully
registered Bond of Series 2008 held by it in the principal amount of $__________
for the Project upon payment by it of the purchase price of $____________ to the
Trustee as provided in the Bond Purchase Agreement and the
Indenture.

     

    The
Company also designates [____________] as the date of such advance.

     

    No event
or circumstance has occurred and is continuing, or would result from the making
of such borrowing by the Company or the making of such Advance by the Issuer
which constitutes an Event of Default or would constitute an Event of Default
with the giving of any required notice or lapse of time, or both, or which when
considered by itself or together other past or then existing events or
circumstances, constitute or would constitute a material adverse change in the
business prospects or financial condition of the Company.

     

    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

    

    The
Company hereby further certifies that the principal amount of the advance upon
the Bonds designated for delivery hereinabove, when added to the principal
amount of other Bond or Bonds issued pursuant to the Indenture and advances
thereupon heretofore delivered by the Issuer to the Purchaser or to any other
Registered Owner does not exceed $175,000,000 and will not exceed the
anticipated total cost to finance the Project (as more fully described in the
aforesaid Loan Agreement).

     

    The
Company and the Purchaser hereby direct the Trustee to indicate the foregoing
amounts on the Note dated December ___, 2008 and the Company hereby directs the
Purchaser to indicate the foregoing amounts on the Bond, each heretofore
delivered to the Issuer and assigned to the Trustee in accordance with the
Indenture.

     

    IN WITNESS WHEREOF, the
Company has caused this instrument to be executed on its behalf by the   of its general
partner this ____ day of ____________, 2008.

     

    


    GULF
SOUTH PIPELINE COMPANY, LP

    By:           GS
Pipeline Company, LLC

    Its:           General
Partner

    


    


    By:          __________________________________

    __________________________________

     

    
      	 
      


    

    



    
      
        
           

        

         


      

      
        A-2