FORM OF BOARDWALK PIPELINE PARTNERS, LP 15,000,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENTUnderwriting Agreement • October 31st, 2005 • Boardwalk Pipeline Partners, LP • Natural gas transmission • New York
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”).
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...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”).
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.
