Exhibit 10.1


    Exhibit
      10.1

    


    


    AMENDMENT
      NO. 1

    


    AMENDMENT
      NO. 1, dated as of April 2, 2007 (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., as syndication agent, JPMORGAN CHASE BANK, N.A., UNION BANK
      OF
      CALIFORNIA, N.A. and UBS SECURITIES LLC, as co-documentation agents, 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”);

     

    WHEREAS,
      the Borrowers have requested, among other things, a Revolving Credit Commitment
      Increase in the amount of $300,000,000; and

     

    WHEREAS,
      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
      1.1 (Defined Terms) of
      the
      Credit Agreement is hereby amended by inserting the following definitions in
      the
      appropriate alphabetical order:

     

    “Amendment
      No. 1”:
      the
      Amendment No. 1, dated as of April 2, 2007, by and among the Borrowers, the
      MLP,
      the Administrative Agent, and the Lenders party thereto.

     

    “Amendment
      No. 1 Effective Date”:
      the
“Effective
      Date”
under
      and as defined in Amendment No. 1.

     

    “Extension
      Option”:
      as
      defined in Section
      2.17(a).

     

    “Gulf
      Crossing”:
      Gulf
      Crossing Pipeline Company LLC, a Delaware limited liability
      company.

     

    (b)  The
      definitions of “Consolidated EBITDA”, “Consolidated Leverage Ratio”,
“Consolidated Net Income”, “Hybrid Security”, “Revolving Credit Sublimit”,
“Scheduled Maturity Date” and “Swing Line Sublimit” in Section
      1.1 (Defined Terms) of
      the
      Credit Agreement are hereby amended and restated in their entirety as
      follows:

     

    “Consolidated
      EBITDA”:
      of any
      Person for any period, Consolidated Net Income of such Person and its
      Subsidiaries for such period plus, without duplication and to the extent
      reflected as a charge in the statement of such Consolidated Net Income for
      such
      period, the sum of (a) income tax expense, (b) consolidated interest expense,
      amortization or write-off of debt discount and debt issuance costs and
      commissions, discounts and other fees and charges associated with Indebtedness,
      (c) depreciation and amortization expense, (d) amortization of intangibles
      (including, but not limited to, goodwill) and organization costs, (e) any
      extraordinary, unusual or non-recurring expenses or losses (including, whether
      or not otherwise includable as a separate item in the statement of such
      Consolidated Net Income for such period, losses on sales of assets outside
      of
      the ordinary course of business) and (f) any other non-cash charges, and minus,
      to the extent included in the statement of such Consolidated Net Income for
      such
      period, the sum of (a) interest income (except to the extent deducted in
      determining consolidated interest expense), (b) any extraordinary, unusual
      or
      non-recurring income or gains (including, whether or not otherwise includable
      as
      a separate item in the statement of such Consolidated Net Income for such
      period, gains on the sales of assets outside of the ordinary course of business)
      and (c) any other non-cash income, all as determined on a consolidated basis;
      provided,
      however,
      that
      for purposes of calculating Consolidated EBITDA of the MLP or any Borrower
      for
      any period, (i) the Consolidated EBITDA of any Person acquired by the MLP or
      such Borrower or any of their respective Subsidiaries during such period shall
      be included on a pro forma basis for such period (assuming the consummation
      of
      such acquisition and the incurrence or assumption of any Indebtedness in
      connection therewith occurred on the first day of such period) if the
      consolidated balance sheet of such acquired Person and its consolidated
      Subsidiaries as at the end of the period preceding the acquisition of such
      Person and the related consolidated statements of income and stockholders’
equity and of cash flows for the period in respect of which Consolidated EBITDA
      is to be calculated (x) have been previously provided to the Administrative
      Agent and the Lenders and (y) either (1) have been reported on without a
      qualification arising out of the scope of the audit by independent certified
      public accountants of nationally recognized standing or (2) have been found
      acceptable by the Administrative Agent and (ii) the Consolidated EBITDA of
      any
      Person disposed of by the MLP or such Borrower or any of their respective
      Subsidiaries during such period shall be excluded for such period (assuming
      the
      consummation of such disposition and the repayment of any Indebtedness in
      connection therewith occurred on the first day of such period); provided,
      further,
      that
      for purposes of calculating compliance with the covenant contained in Section
      5,
      with respect to any Material Project of any Borrower or any of their respective
      Subsidiaries, an amount equal to the ratable portion of Consolidated EBITDA
      projected for the first 12 months of operations of such Material Project shall
      be added to actual Consolidated EBITDA of such Borrower at the end of each
      Fiscal Quarter in proportion to the total expected capital costs of such
      Material Project that have been incurred at the end of such Fiscal Quarter
      (provided,
      however,
      that
      (i) with respect to any Material Project of any non-Wholly Owned Subsidiary,
      there shall be excluded the projected Consolidated EBITDA of such Material
      Project multiplied by the percentage of the economic interests of such
      non-Wholly Owned Subsidiary owned directly or indirectly by any Person other
      than the Borrowers or any Wholly Owned Subsidiary of the Borrowers, (ii) the
      aggregate amount of projected Consolidated EBITDA with respect to any Material
      Project of any non-Wholly Owned Subsidiary included in the calculation of
      Consolidated EBITDA shall not exceed 25% of the applicable Borrower’s actual
      Consolidated EBITDA for the preceding 4 Fiscal Quarters and (iii) the
      Administrative Agent shall have received Consolidated EBITDA projections and
      such supporting documentation requested by it for each Material Project, in
      each
      case reasonably satisfactory to the Administrative Agent); provided,
      further,
      that
      for purposes of calculating compliance with the covenant contained in Section
      5
      for the Fiscal Quarter ending June 30, 2006, Consolidated EBITDA of the MLP
      for
      the relevant period shall be deemed to equal Consolidated EBITDA of the MLP
      for
      the three consecutive Fiscal Quarters ended June 30, 2006 plus Consolidated
      EBITDA of the Parent Borrower for the Fiscal Quarter ended September 30,
      2005.

     

    “Consolidated
      Leverage Ratio”:
      with
      respect to any Person as of any date, the ratio of (a) Consolidated Total Debt
      of such Person and its Subsidiaries on such date to (b) Consolidated EBITDA
      of
      such Person and its Subsidiaries for the last four Fiscal Quarter period ending
      on or before such date; provided,
      however,
      that
      Consolidated Total Debt shall exclude (i) any Subordinated Loans made by the
      Permitted Investor or any Subsidiary thereof to the MLP or any Borrower;
      provided, that the aggregate principal amount of such excluded Subordinated
      Loans pursuant to this clause (i) outstanding at any time shall not exceed
      $100,000,000, (ii) any Subordinated Loans made by the MLP or any Borrower to
      any
      Borrower; provided,
      that
      the aggregate principal amount of such excluded Subordinated Loans pursuant
      to
      this clause (ii) outstanding at any time shall not exceed $100,000,000, (iii)
      obligations of the Parent Borrower or any of its Subsidiaries under any Hybrid
      Securities and (iv) the aggregate principal amount of any Indebtedness of any
      non-Wholly Owned Subsidiary multiplied by the percentage of the economic
      interests of such non-Wholly Owned Subsidiary owned directly or indirectly
      by
      any Person other than the Borrowers or any Wholly Owned Subsidiary of the
      Borrowers, unless any Borrower or any Wholly-Owned Subsidiary of any Borrower
      has a Guarantee Obligation with respect to such Indebtedness, in which case
      the
      aggregate principal amount of such Indebtedness so guaranteed shall be included
      in the calculation of Consolidated Total Debt.

     

    “Consolidated
      Net Income”:
      of any
      Person for any period, the consolidated net income (or loss) of such Person
      and
      its Subsidiaries for such period, determined on a consolidated basis in
      accordance with GAAP; provided,
      that in
      calculating Consolidated Net Income of the MLP or any Borrower for any period,
      there shall be excluded (a) the income (or deficit) of any Person accrued prior
      to the date it becomes a Subsidiary of the MLP or such Borrower or is merged
      into or consolidated with the MLP or such Borrower or any of their respective
      Subsidiaries, (b) the income (or deficit) of any Person (other than a Subsidiary
      of the MLP or such Borrower) in which the MLP or such Borrower or any of their
      respective Subsidiaries has an ownership interest, except to the extent that
      any
      such income is actually received by the MLP, such Borrower or such Subsidiary
      in
      the form of dividends or similar distributions, (c) the undistributed earnings
      of any Subsidiary of the MLP or such Borrower to the extent that the declaration
      or payment of dividends or similar distributions by such Subsidiary is not
      at
      the time permitted by the terms of any Contractual Obligation (other than under
      any Loan Document) or Requirement of Law applicable to such Subsidiary and
      (d)
      the income (or deficit) of any non-Wholly Owned Subsidiary multiplied by the
      percentage of the economic interests of such non-Wholly Owned Subsidiary owned
      directly or indirectly by any Person other than the Borrowers or any Wholly
      Owned Subsidiary of the Borrowers.

     

    “Hybrid
      Security”:
      any
      hybrid preferred securities consisting of trust preferred securities or
      deferrable interest subordinated debt securities with maturities of at least
      20
      years issued by the Parent Borrower or wholly owned special purpose entities
      that are direct Subsidiaries of the Parent Borrower.

     

    “Revolving
      Credit Sublimit”:
      initially, with respect to each Borrower, the amount set forth opposite such
      Borrower’s name below:

     

    
      	
               

              Borrower

               

            	
               

              Revolving
                Credit Sublimit

               

            
	
               

              Parent
                Borrower

               

            	
               

              $350,000,000

               

            
	
               

              Texas
                Gas

               

            	
               

              $50,000,000

               

            
	
               

              Gulf
                South

               

            	
               

              $300,000,000

               

            


    

    


    The
      Parent Borrower may adjust the Revolving Credit Sublimit for each Borrower
      from
      time to time upon 3 Business Days’ prior written notice to the Administrative
      Agent; provided,
      however,
      that,
      except as otherwise provided in the following proviso in connection with a
      Revolving Credit Commitment Increase, (a) the Parent Borrower’s Revolving Credit
      Sublimit shall not exceed $700,000,000, (b) Texas Gas’ Revolving Credit Sublimit
      shall not exceed $700,000,000, (c) Gulf South’s Revolving Credit Sublimit shall
      not exceed $700,000,000 and (d) the aggregate Revolving Credit Sublimits for
      all
      Borrowers shall not exceed the then effective Revolving Credit Commitments;
      provided,
      further,
      that
      each Revolving Credit Commitment Increase shall increase the maximum Revolving
      Credit Sublimit for each Borrower in the preceding proviso ratably in accordance
      with their respective maximum Revolving Credit Sublimits immediately prior
      to
      such Revolving Credit Commitment Increase.

     

    “Scheduled
      Maturity Date”:
      the
      later of (a) June 29, 2012 and (b) the then current Extended Maturity Date,
      if
      applicable.

     

    “Swingline
      Loan Sublimit”:
      $70,000,000.

     

    (c)  The
      definition of “Subsidiary”
in
      Section 1.1 of the Credit Agreement is amended by adding the following sentence
      at the end of such definition: “Notwithstanding the foregoing, Gulf Crossing
      shall not be deemed a Subsidiary of the Parent Borrower for purposes of Sections
      3, 6, 7 and 8, other than for purposes of Sections 3.10, 3.12, 3.17, 3.19,
      6.1,
      6.8, 7.3, 8.1(e) and 8.1(f).”

     

    (d)  Section
      1.1 (Defined Terms) of
      the
      Credit Agreement is hereby amended by deleting the following definitions in
      their entirety: “First
      Extension Option”
and
      “Second
      Extension Option”.

     

    (e)  Section
      2.1(b) (Incremental Credit Extensions)
      of the
      Credit Agreement is hereby amended by (i) replacing the phrase “the aggregate
      amount of all Revolving Credit Commitments Increases shall not exceed
      $300,000,000” in clause (A) in the proviso therein with “after giving effect to
      the Revolving Credit Commitment Increase on the Amendment No. 1 Effective Date,
      the aggregate amount of all Revolving Credit Commitment Increases shall not
      exceed $300,000,000”, (ii) renumbering the existing clause (B) in the proviso
      therein as clause (C) and (iii) adding the following as a new clause (B) in
      the
      proviso therein: “(B) the aggregate amount of Revolving Credit Commitments shall
      not exceed $1,000,000,000 at any time”.

     

    (f)  Section
      2.17(a) (Extensions of Scheduled Maturity Date; Removal of Lenders)
of
      the
      Credit Agreement is hereby and restated in its entirety to read as
      follows:

     

    “(a)
      Subject to the terms and provisions of this Section
      2.17,
      the
      Parent Borrower shall have options from time to time to extend the Scheduled
      Maturity Date for a period of one year each (each extension option shall be
      referred to herein as an “Extension
      Option”);
      provided,
      that in
      no event shall the Parent Borrower have such option(s) to extend the Scheduled
      Maturity Date during the Term Out Period. In connection with the initial
      Extension Option, the Parent Borrower may, by written notice to the
      Administrative Agent (a “Notice
      of Extension”)
      given
      not earlier than 60 days prior to the first anniversary of the Effective Date
      nor later than 45 days prior to the then effective Scheduled Maturity Date,
      advise the Lenders that it requests an extension of the then effective Scheduled
      Maturity Date (such then effective Scheduled Maturity Date being the
“Existing
      Maturity Date”)
      by one
      year, effective on the Existing Maturity Date. In the event the initial
      Extension Option is exercised and the Existing Maturity Date is extended
      pursuant to the terms of this Section
      2.17,
      the
      Parent Borrower may, by Notice of Extension given not earlier than 364 days
      following the date of delivery of the Notice of Extension provided in connection
      with the immediately prior Extension Option nor later than 45 days prior to
      the
      Existing Maturity Date, advise the Lenders that it has elected to exercise
      another Extension Option and request to extend the Existing Maturity Date by
      one
      year, effective on said Existing Maturity Date. The Administrative Agent will
      promptly, and in any event within five Business Days of the receipt of any
      such
      Notice of Extension, notify the Lenders of the contents of each such Notice
      of
      Extension.”

     

    (g)  Schedule
      I (Revolving Credit Commitments)
      to the
      Credit Agreement is hereby amended and restated in its entirety to read as
      attached hereto as Annex I.

     

    3.  Conditions
      to Effectiveness of this Amendment.
      This
      Amendment shall become effective as of the date (the “Effective
      Date”)
      each
      of the following conditions precedent shall have been satisfied:

     

    (a)  The
      Administrative Agent shall have received on or prior to the Effective Date
      each
      of the following, each dated the Effective Date unless otherwise indicated
      or
      agreed to by the Administrative Agent and in form and substance satisfactory
      to
      the Administrative Agent:

     

    (i)  counterparts
      of this Amendment duly executed and delivered by each of the Borrowers, the
      MLP,
      the Administrative Agent, the Issuer, the Swingline Lender and each Lender
      under
      the Credit Agreement;

     

    (ii)  written
      commitments duly executed by existing Lenders (or their Affiliates or Approved
      Funds) or Eligible Assignees in an aggregate amount equal to $300,000,000 and,
      in the case of each such Eligible Assignee that is not an existing Lender,
      an
      assumption agreement in form and substance satisfactory to the Administrative
      Agent and duly executed by the Parent Borrower, the Administrative Agent and
      such Eligible Assignee;

     

    (iii)  a
      favorable opinion of (A) Vinson & Elkins LLP, counsel to the Loan
      Parties, and (B) in-house counsel to the Loan Parties, each addressed to the
      Administrative Agent, the Lenders and the Issuers and addressing such matters
      as
      the Administrative Agent may reasonably request;

     

    (iv)  a
      certificate of the Secretary or an Assistant Secretary of each Loan Party
      certifying (A) the names and true signatures of each officer of such Loan
      Party that has been authorized to execute and deliver this Amendment and the
      other documents required hereunder to be executed and delivered by or on behalf
      of such Loan Party, (B) the resolutions of such Loan Party’s Board of Directors
      (or equivalent governing body) approving and authorizing the execution, delivery
      and performance of this Amendment and the other documents required hereunder
      to
      be executed and delivered by or on behalf of such Loan Party and (C) that
      there have been no changes in the certificate of incorporation (or equivalent
      Constituent Document) and the by-laws (or equivalent Constituent Document)
      of
      such Loan Party from the certificate of incorporation (or equivalent Constituent
      Document) and the by-laws (or equivalent Constituent Document) previously
      delivered to the Administrative Agent on the Effective Date (or if there has
      been such a change, attaching a certified copy thereof);

     

    (v)  a
      certificate of the chief financial officer of each Borrower in his capacity
      as
      such (and not in his individual capacity), in form and substance satisfactory
      to
      the Administrative Agent, attesting to the solvency of the Borrowers and the
      MLP
      after giving effect to the Revolving Credit Commitment Increase contemplated
      hereby; and

     

    (vi)  a
      certificate of a Responsible Officer of the Borrowers to the effect that the
      conditions set forth in Section
      4.2(b) (Conditions Precedent to Each Extension of Credit) of
      the
      Credit Agreement have been satisfied both before and after giving effect to
      this
      Amendment.

     

    (b)  The
      Administrative Agent shall have received a certificate as to the good standing
      of each Loan Party, certified as of a recent date by the Secretary of State
      of
      the State of Delaware.

     

    (c)  There
      shall have been paid to the Administrative Agent, for the account of itself
      and
      the Lenders, as applicable, all fees and expenses (including reasonable fees
      and
      expenses of counsel) due and payable on or before the Effective Date.


     

    4.  Pro
      Rata Participations.
      On the
      Effective Date, each Lender or Eligible Assignee participating in the Revolving
      Credit Commitment Increase pursuant to this Amendment shall purchase and assume
      from each existing Lender having Revolving Loans and participations in Letters
      of Credit and Swingline Loans outstanding on Effective Date, without recourse
      or
      warranty, an undivided interest and participation, to the extent of such
      Lender’s Ratable Portion of the new Revolving Credit Commitments (after giving
      effect to such Revolving Credit Commitment Increase), in the aggregate
      outstanding Revolving Loans and participations in Letters of Credit and
      Swingline Loans, so as to ensure that, on the Effective Date after giving effect
      to such Revolving Credit Commitment Increase, each Revolving Lender is owed
      only
      its Ratable Portion of the Revolving Loans and participations in Letters of
      Credit and Swingline Loans on the Effective Date.

     

    5.  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.

     

    6.  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.

     

    7.  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.

     

    8.  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.

     

    9.  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.

     

    10.  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.

     

    11.  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.

     

    12.  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.

     

    13.  Loan
      Document.
      This
      Amendment is a Loan Document.

     

    14.  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]

     

    


     

    


     


    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. 1]

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    WACHOVIA
      BANK, NATIONAL ASSOCIATION,

     

    as
      Administrative Agent, Issuer, Swingline Lender and Lender

     

    


     

    


     

    By:
        

     

    Name: 

     

    Title: 

     

    



    
      
        
          [Signature
            Page to Amendment No. 1]

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    ,

    as
      a
      Lender

    


    


    By:  

    Name: 

    Title: 


    
      
        
          [Signature
            Page to Amendment No. 1]

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    Annex
      I

    to

    Amendment
      No. 1

    


    


    Schedule
      I

    


    Revolving
      Credit Commitments

    


    
      	
               

              Lender

               

            	
               

              Revolving
                Credit Commitment

               

            
	
               

              Wachovia
                Bank, National Association

               

            	
               

              $86,333,334

               

            
	
               

              Citibank,
                N.A.

               

            	
               

              $86,333,333

               

            
	
               

              JPMorgan
                Chase Bank, N.A.

               

            	
               

              $86,333,333

               

            
	
               

              Union
                Bank of California, N.A.

               

            	
               

              $75,000,000

               

            
	
               

              UBS
                Loan Finance LLC

               

            	
               

              $75,000,000

               

            
	
               

              Royal
                Bank of Canada

               

            	
               

              $60,000,000

               

            
	
               

              Mizuho
                Corporate Bank, Ltd.

               

            	
               

              $60,000,000

               

            
	
               

              Merrill
                Lynch Bank USA

               

            	
               

              $45,000,000

               

            
	
               

              William
                Street Commitment Corporation

               

            	
               

              $45,000,000

               

            
	
               

              Morgan
                Stanley Bank

               

            	
               

              $45,000,000

               

            
	
               

              Deutsche
                Bank AG New York Branch

               

            	
               

              $36,000,000

               

            
	
               

              TOTAL:

               

            	
               

              $700,000,000