Boardwalk Pipeline Partners, LP Sample Contracts
SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF BOARDWALK PIPELINE PARTNERS, LPLimited Partnership Agreement • September 25th, 2006 • Boardwalk Pipeline Partners, LP • Natural gas transmission • Delaware
THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF BOARDWALK PIPELINE PARTNERS, LP dated as of September 19, 2006, is entered into by and between Boardwalk GP, LP, a Delaware limited partnership, as the General Partner, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:
Standard Contracts
BOARDWALK PIPELINES, LP UNDERWRITING AGREEMENTUnderwriting Agreement • February 9th, 2024 • Boardwalk Pipeline Partners, LP • Natural gas transmission • New York
the Operating Partnership, the “Issuers”), as the guarantor of the Notes, and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), dated as of August 21, 2009, as amended by the Third Supplemental Indenture, dated as of April 18, 2013 (the Original Indenture, as amended, the “Base Indenture”), as supplemented by the Tenth Supplemental Indenture, to be dated as of the Delivery Date (as defined in Section 4 hereof) (the “Tenth Supplemental Indenture”). The Base Indenture, as so supplemented by the Tenth Supplemental Indenture, is referred to herein as the “Indenture”. This agreement (this “Agreement”) is to confirm the agreement concerning the purchase of the Securities from the Operating Partnership by the Underwriters. Capitalized terms used but not defined herein shall have the same meanings given them in the Partnership Agreement or the Prospectus (each as defined herein).
BOARDWALK PIPELINES, LP, AS ISSUER, ANY GUARANTORS PARTY HERETO, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee INDENTURE Dated as of August 21, 2009 Debt SecuritiesIndenture • August 21st, 2009 • Boardwalk Pipeline Partners, LP • Natural gas transmission • New York
THIS INDENTURE dated as of August 21, 2009 is among Boardwalk Pipelines, LP, a Delaware limited partnership (the “Partnership”), any Guarantors (as defined herein) party hereto, and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”).
THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF BOARDWALK PIPELINE PARTNERS, LPLimited Partnership Agreement • June 18th, 2008 • Boardwalk Pipeline Partners, LP • Natural gas transmission • Delaware
THIS THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF BOARDWALK PIPELINE PARTNERS, LP dated as of June 17, 2008, is entered into by and between Boardwalk GP, LP, a Delaware limited partnership, as the General Partner together with the other Persons who are or become Partners in the Partnership or parties hereto as provided herein.
Boardwalk Pipeline Partners, LP 6,000,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENTUnderwriting Agreement • November 22nd, 2006 • Boardwalk Pipeline Partners, LP • Natural gas transmission • New York
Boardwalk Pipeline Partners, LP, a Delaware limited partnership (the “Partnership”), proposes to sell 6,000,000 common units (the “Firm Units”) representing limited partner interests in the Partnership (the “Common Units”). In addition, the Partnership proposes to grant to the underwriters (the “Underwriters”) named in Schedule 1 attached to this agreement (this “Agreement”) an option to purchase up to 900,000 additional Common Units on the terms set forth in Section 2 hereof (the “Option Units”). The Firm Units and the Option Units, if purchased, are hereinafter collectively called the “Units.” This is to confirm the agreement concerning the purchase of the Units from the Partnership by the Underwriters.
AGREEMENT AND AMENDMENT NO. 4 TO THIRD AMENDED AND RESTATED REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • July 5th, 2022 • Boardwalk Pipeline Partners, LP • Natural gas transmission • New York
The undersigned hereby certifies that the following statements are true on the date hereof and shall be true on the Funding Date both before and after giving effect to the Proposed Advance and to the application of the proceeds therefrom:
SUBORDINATED LOAN AGREEMENT dated as of July 31, 2014 between Boardwalk Pipelines, LP as Borrower and Boardwalk Pipelines Holding Corp. as LenderSubordinated Loan Agreement • August 5th, 2014 • Boardwalk Pipeline Partners, LP • Natural gas transmission • New York
THIS SUBORDINATED LOAN AGREEMENT (this “Agreement”) is made and entered into as of July 31, 2014, by and between Boardwalk Pipelines Holding Corp., a Delaware corporation (the “Lender”), and Boardwalk Pipelines, LP, a Delaware limited partnership (the “Borrower”).
SUBORDINATION AGREEMENT dated as of July 31, 2014 among Boardwalk Pipelines Holding Corp. as Subordinated CreditorSubordination Agreement • August 5th, 2014 • Boardwalk Pipeline Partners, LP • Natural gas transmission • New York
THIS SUBORDINATION AGREEMENT (this “Agreement”) is entered into as of July 31, 2014, by and among BOARDWALK PIPELINES HOLDING CORP., a Delaware corporation (the “Subordinated Creditor”), WELLS FARGO BANK, N.A., as the Senior Creditor Representative for the Senior Creditors party to the Senior Credit Agreement defined below (the “Senior Creditor Representative”), and BOARDWALK PIPELINES, LP, a Delaware limited partnership (the “Borrower”).
BOARDWALK PIPELINE PARTNERS, LP 15,000,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENTUnderwriting Agreement • November 14th, 2005 • Boardwalk Pipeline Partners, LP • Natural gas transmission • New York
TEXAS GAS TRANSMISSION, LLC INDENTURE Dated as of March 27, 2008 THE BANK OF NEW YORK TRUST COMPANY, N.A., as TrusteeIndenture • March 27th, 2008 • Boardwalk Pipeline Partners, LP • Natural gas transmission • New York
This INDENTURE, dated as of March 27, 2008, is entered into between Texas Gas Transmission, LLC, a Delaware limited liability company (the “Issuer”) and The Bank Of New York Trust Company, N.A., a national banking association, as Trustee (the “Trustee”).
TEXAS GAS TRANSMISSION, LLC INDENTURE Dated as of January 19, 2011 THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as TrusteeIndenture • January 19th, 2011 • Boardwalk Pipeline Partners, LP • Natural gas transmission • New York
This INDENTURE, dated as of January 19, 2011, is entered into between Texas Gas Transmission, LLC, a Delaware limited liability company (the “Issuer”) and The Bank Of New York Mellon Trust Company, N.A., a national banking association, as Trustee (the “Trustee”).
BOARDWALK PIPELINES, LP, as Issuer BOARDWALK PIPELINE PARTNERS, LP, as Guarantor INDENTURE Dated as of November 21, 2006 THE BANK OF NEW YORK TRUST COMPANY, N.A., as Trustee CROSS-REFERENCE TABLEIndenture • November 22nd, 2006 • Boardwalk Pipeline Partners, LP • Natural gas transmission • New York
BOARDWALK PIPELINE PARTNERS, LP BOARDWALK PIPELINES, LP (each a Delaware limited partnership) Senior Notes due 2016 PURCHASE AGREEMENTPurchase Agreement • November 22nd, 2006 • Boardwalk Pipeline Partners, LP • Natural gas transmission • New York
BOARDWALK PIPELINE PARTNERS, LP Common Units Representing Limited Partner Interests Having an Aggregate Offering Price of up to $500,000,000 Equity Distribution AgreementEquity Distribution Agreement • August 1st, 2016 • Boardwalk Pipeline Partners, LP • Natural gas transmission • New York
Boardwalk Pipeline Partners, LP, a Delaware limited partnership (the “Partnership”), Boardwalk GP, LP, a Delaware limited partnership and the sole general partner of the Partnership (the “General Partner”), and Boardwalk GP, LLC, a Delaware limited liability company and the sole general partner of the General Partner (“BGL”), each confirm their agreement (this “Agreement”) with Citigroup Global Markets Inc., Barclays Capital Inc., BB&T Capital Markets, a division of BB&T Securities, LLC, BTIG, LLC, Deutsche Bank Securities Inc., Goldman, Sachs & Co., J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Mizuho Securities USA Inc., Morgan Stanley & Co. LLC, MUFG Securities Americas Inc., RBC Capital Markets, LLC, Robert W. Baird & Co. Incorporated, Santander Investment Securities Inc. and Wells Fargo Securities, LLC (each, a “Manager” and collectively, the “Managers”) as follows:
LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • August 22nd, 2012 • Boardwalk Pipeline Partners, LP • Natural gas transmission • Delaware
This Limited Liability Company Agreement of Boardwalk Acquisition Company, LLC, a Delaware limited liability company (the “Company”), is entered into and effective as of August 16, 2012 (the “Effective Date”), by and between Boardwalk Pipelines, LP, a Delaware limited partnership (“Boardwalk”), Boardwalk Pipelines Holding Corp., a Delaware corporation (“BPHC,” and Boardwalk and BPHC referred to individually as a “Member” and collectively as the “Members”), and the Company.
TEXAS GAS TRANSMISSION, LLC Purchase AgreementPurchase Agreement • January 19th, 2011 • Boardwalk Pipeline Partners, LP • Natural gas transmission • New York
Texas Gas Transmission, LLC, a limited liability company organized under the laws of Delaware (the “Company”), proposes to issue and sell to the several parties named in Schedule I hereto (the “Initial Purchasers”), for whom you (the “Representatives”) are acting as representatives, $325,000,000 principal amount of the Company’s 4.50% Senior Notes due 2021 (the “Securities”). The Securities are to be issued under an indenture (the “Indenture”), to be dated as of the Closing Date, between the Company and The Bank of New York Trust Company, N.A., as trustee (the “Trustee”). To the extent there are no additional parties listed on Schedule I other than you, the term Representatives as used herein shall mean you as the Initial Purchasers, and the terms Representatives and Initial Purchasers shall mean either the singular or plural as the context requires. The use of the neuter in this Agreement shall include the feminine and masculine wherever appropriate. Certain terms used herein are defi
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 4th, 2008 • Boardwalk Pipeline Partners, LP • Natural gas transmission • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of November 4, 2008, by and between Boardwalk Pipeline Partners, LP, a Delaware limited partnership (the “Partnership”), and Boardwalk Pipelines Holding Corp., a Delaware corporation (the “Purchaser”).
TERM LOAN AGREEMENT Dated as of October 1, 2012 among BOARDWALK ACQUISITION COMPANY, LLC,Term Loan Agreement • October 29th, 2012 • Boardwalk Pipeline Partners, LP • Natural gas transmission • New York
TERM LOAN AGREEMENT Dated as of December 1, 2011 among BOARDWALK HP STORAGE COMPANY, LLC, The Several Lenders from time to time party hereto, CITIBANK, N.A., as Administrative Agent BARCLAYS CAPITAL and DEUTSCHE BANK SECURITIES INC., as Co-Syndication...Term Loan Agreement • May 3rd, 2012 • Boardwalk Pipeline Partners, LP • Natural gas transmission • New York
TERM LOAN AGREEMENT, dated as of December 1, 2011, among BOARDWALK HP STORAGE COMPANY, LLC, a Delaware limited liability company (the “Borrower”), the several banks and other financial institutions or entities from time to time party to this Agreement as lenders (the “Lenders”), CITIBANK, N.A., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), BARCLAYS CAPITAL, the investment banking division of BARCLAYS BANK PLC and DEUTSCHE BANK SECURITIES INC., as co-syndication agents (in such capacity, the “Co-Syndication Agents”), and CITIGROUP GLOBAL MARKETS INC., BARCLAYS CAPITAL, the investment banking division of BARCLAYS BANK PLC and DEUTSCHE BANK SECURITIES INC., as joint lead arrangers and joint book managers (each an “Arranger” and collectively, the “Arrangers”).
GULF SOUTH PIPELINE COMPANY, LP 4.000% Senior Notes due 2022 Purchase AgreementPurchase Agreement • June 13th, 2012 • Boardwalk Pipeline Partners, LP • Natural gas transmission • New York
separately. This communication shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of the Securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful. The Securities have not been registered under the Securities Act or any state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirement.
FORM OF FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF BOARDWALK GP, LLCLimited Liability Company Agreement • October 31st, 2005 • Boardwalk Pipeline Partners, LP • Natural gas transmission • Delaware
THIS FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of BOARDWALK GP, LLC (the “Company”), dated as of the Closing Date is entered into by Boardwalk Pipelines Holding Corp., a Delaware limited partnership (“BPHC”), as sole member of the Company (the “Sole Member”).
Boardwalk Pipeline Partners Strategic Long-Term Incentive Plan Grant of GP Phantom UnitsGrant of Gp Phantom Units • July 28th, 2006 • Boardwalk Pipeline Partners, LP • Natural gas transmission • Delaware
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • February 11th, 2020 • Boardwalk Pipeline Partners, LP • Natural gas transmission • New York
This FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”) is dated as of January 3, 2020, among GULF SOUTH PIPELINE COMPANY, LLC, a Delaware limited liability company (the “Successor Company”) (as successor to GULF SOUTH PIPELINE COMPANY, LP, a Delaware limited partnership (the “Issuer”), the Issuer and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, as trustee under the Indenture referred to below (the “Trustee”).
CLASS B UNIT PURCHASE AGREEMENT by and between BOARDWALK PIPELINE PARTNERS, LP and BOARDWALK PIPELINES HOLDING CORP.Class B Unit Purchase Agreement • April 25th, 2008 • Boardwalk Pipeline Partners, LP • Natural gas transmission • New York
This CLASS B UNIT PURCHASE AGREEMENT, dated as of April 24, 2008 (this “Agreement”), is by and between BOARDWALK PIPELINE PARTNERS, LP, a Delaware limited partnership (“Boardwalk”), and BOARDWALK PIPELINES HOLDING CORP., a Delaware corporation (the “Purchaser”).
FORM OF REVOLVING CREDIT AGREEMENT Dated as of November __, 2005 among BOARDWALK PIPELINES, LP, as Borrower BOARDWALK PIPELINE PARTNERS, LP The Several Lenders and Issuers from time to time party hereto CITIBANK, N.A., as Administrative Agent WACHOVIA...Revolving Credit Agreement • October 31st, 2005 • Boardwalk Pipeline Partners, LP • Natural gas transmission • New York
REVOLVING CREDIT AGREEMENT, dated as of November , 2005, among BOARDWALK PIPELINES, LP, a Delaware limited partnership (the “Borrower”), BOARDWALK PIPELINE PARTNERS, LP, a Delaware limited partnership (the “MLP”), the several banks and other financial institutions or entities from time to time party to this Agreement as lenders (the “Lenders”), the Issuers from time to time party to this Agreement, CITIBANK, N.A., as administrative agent for the Lenders and the Issuers (in such capacity, the “Administrative Agent”), WACHOVIA BANK, NATIONAL ASSOCIATION, as syndication agent (in such capacity, the “Syndication Agent”), [ ] and [ ] as co-documentation agents (in such capacity, the “Co-Documentation Agents”), and CITIGROUP GLOBAL MARKETS INC. and WACHOVIA CAPITAL MARKETS LLC, as joint lead arrangers and joint book managers (each an “Arranger” and collectively, the “Arrangers”).
SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 29th, 2009 • Boardwalk Pipeline Partners, LP • Natural gas transmission • New York
THIS SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of June 26, 2009 by and between Boardwalk Pipeline Partners, LP, a Delaware limited partnership (the “Partnership”), and Boardwalk Pipelines Holding Corp., a Delaware corporation (the “Purchaser”).
BOARDWALK PIPELINES, LP as Issuer BOARDWALK PIPELINE PARTNERS, LP as Guarantor and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as Trustee 5.95% SENIOR NOTES DUE 2026 FIFTH SUPPLEMENTAL INDENTURE Dated as of May 16, 2016 to INDENTURE Dated as of...Fifth Supplemental Indenture • May 20th, 2016 • Boardwalk Pipeline Partners, LP • Natural gas transmission • New York
FIFTH SUPPLEMENTAL INDENTURE dated as of May 16, 2016 (this “Fifth 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”).
AMENDMENT NO. 5Amendment No. 5 • August 3rd, 2011 • Boardwalk Pipeline Partners, LP • Natural gas transmission • New York
AMENDMENT NO. 5, dated as of June 3, 2011 (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, and WELLS FARGO BANK, N.A. (as successor to Wachovia Bank, National Association), as administrative agent for the Lenders and the Issuers (in such capacity, the “Administrative Agent”).
Boardwalk Pipeline Partners Phantom Unit and Cash Bonus Grant AgreementPhantom Unit and Cash Bonus Grant Agreement • February 15th, 2017 • Boardwalk Pipeline Partners, LP • Natural gas transmission • Delaware
AMENDMENT NO. 6Amendment No. 6 • February 22nd, 2012 • Boardwalk Pipeline Partners, LP • Natural gas transmission • New York
AMENDMENT NO. 6, dated as of January 19, 2012 (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, and WELLS FARGO BANK, N.A. (as successor to Wachovia Bank, National Association), as administrative agent for the Lenders and the Issuers (in such capacity, the “Administrative Agent”).
INDENTURE BETWEEN MISSISSIPPI BUSINESS FINANCE CORPORATION AND Hancock Bank, As Trustee Dated as of December 1, 2008 Not to Exceed $175,000,000 In Aggregate Principal Amount Mississippi Business Finance Corporation Taxable Industrial Development...Indenture • December 9th, 2008 • Boardwalk Pipeline Partners, LP • Natural gas transmission • Mississippi
THIS INDENTURE, dated as of December 1, 2008, among Mississippi Business Finance Corporation, a public corporation (hereinafter called the "Issuer"), and Hancock Bank, as trustee (the "Trustee").
BOARDWALK PIPELINE PARTNERS, LP FORM OF CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENTContribution, Conveyance and Assumption Agreement • October 31st, 2005 • Boardwalk Pipeline Partners, LP • Natural gas transmission • New York
This Contribution, Conveyance and Assumption Agreement, dated as of 2005, is entered into by and among BOARDWALK PIPELINES HOLDING CORP., a Delaware limited liability company (“BPHC”), BOARDWALK GP, LLC., a Delaware limited liability company (“GP LLC”), BOARDWALK PIPELINE PARTNERS, LP, a Delaware limited partnership (the “Partnership”), BOARDWALK OPERATING GP, LLC, a Delaware limited liability company (“OLLC”), BOARDWALK GP, LP, a Delaware limited liability partnership (the “GP LP”), and BOARDWALK PIPELINES, LLC, a Delaware limited liability company (“Boardwalk”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.” Capitalized terms used herein shall have the meanings assigned to such terms in Section 1.1.
BOARDWALK PIPELINES, LP as Issuer BOARDWALK PIPELINE PARTNERS, LP as Guarantor and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as Trustee 4.95% SENIOR NOTES DUE 2024 FOURTH SUPPLEMENTAL INDENTURE Dated as of November 26, 2014 to INDENTURE Dated as...Fourth Supplemental Indenture • November 26th, 2014 • Boardwalk Pipeline Partners, LP • Natural gas transmission • New York
FOURTH SUPPLEMENTAL INDENTURE dated as of November 26, 2014 (this “Fourth 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”).
Boardwalk Pipeline Partners Unit Appreciation Rights and Cash Bonus Plan Cash Bonus Grant AgreementCash Bonus Grant Agreement • February 12th, 2014 • Boardwalk Pipeline Partners, LP • Natural gas transmission • Delaware
Boardwalk Pipeline Partners Unit Appreciation Rights and Cash Bonus Plan Grant of UARs and Cash BonusUnit Appreciation Rights and Cash Bonus Plan • December 17th, 2010 • Boardwalk Pipeline Partners, LP • Natural gas transmission • Delaware
