exv10w28






Exhibit 10.28




AMENDMENT NO. 1




to




AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT




          THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (the “Amendment”) is
made as of September 19, 2008, by and among NISOURCE FINANCE CORP. (the “Borrower”), NISOURCE INC.
(the “Guarantor”), the lenders from time to time parties thereto (the “Lenders”) and BARCLAYS BANK
PLC, as issuer of letters of credit (the “LC Bank”) and as administrative agent (the
“Administrative Agent”) under that certain Amended and Restated Revolving Credit Agreement dated as
of July 7, 2006, by and among the Borrower, the Guarantor, the Lenders and the Administrative Agent
(as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”).
Defined terms used herein and not otherwise defined herein shall have the meaning given to them in
the Credit Agreement.




WITNESSETH




          WHEREAS, the Borrower, the Guarantor, the Lenders, the LC Bank and the Administrative Agent
are parties to the Credit Agreement; and




          WHEREAS, the Borrower and the Guarantor have requested that the Lenders, the LC Bank and the
Administrative Agent amend the Credit Agreement on the terms and conditions set forth herein;




          WHEREAS, the Borrower, the Guarantor, the Administrative Agent, the LC Bank and the Required
Lenders under Section 11.02 of the Credit Agreement have agreed to amend the Credit
Agreement on the terms and conditions set forth herein;




          NOW, THEREFORE, in consideration of the premises set forth above, the terms and conditions
contained herein, and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto have agreed to the following amendments to the Credit
Agreement:





	1.	 	Amendments to the Credit Agreement. Effective as of September 19, 2008 and subject
to the satisfaction of the condition precedent set forth in Section 2 below, the
Credit Agreement is hereby amended as follows:






	 	1.1.	 	Section 1.01 of the Credit is amended to insert alphabetically therein
the following defined term:






     “Tawney Litigation” means Estate of Garrison G. Tawney, et al. v. Columbia
Natural Resources, LLC, et al., Civil Action No. 03-C-10E (Circuit Court of Roane
County, West Virginia), petition for writ of certiorari, NiSource Inc., et al. v.
Estate of Tawney, et al., U.S. Supreme Court No. 08-219 and No. 08-228.



 









 






	 	1.2.	 	Section 8.01(h) of the Credit Agreement is amended to delete clause
(ii) thereof in its entirety and to substitute the following therefor:
	 
	 		 	(ii) there shall be any period of 30 consecutive days (or, solely with respect to
the Tawney Litigation, a period of 30 consecutive days from and after July 1, 2009)
during which a stay of enforcement of such judgment or order, by reason of a pending
appeal or otherwise, shall not be in effect, except that, with respect to the Tawney
Litigation, expiration or any other failure of a stay of judgment to be in place
shall have no effect under clause (ii) of this Section 8.01(h),
either as a Default or, after lapse of time, as an Event of Default, prior to July
1, 2009; or






	2.	 	Condition of Effectiveness. The effectiveness of this Amendment is subject to the
condition precedent that the Administrative Agent shall have received duly executed originals
of this Amendment from each of the Borrower, the Guarantor, the Required Lenders under
Section 11.02 of the Credit Agreement, the LC Bank and the Administrative Agent.






	3.	 	Representations and Warranties of the Borrower and the Guarantor. Each of the
Borrower and the Guarantor hereby represents and warrants as follows:






	 	(a)	 	Each of the Borrower and the Guarantor hereby represents and warrants that this
Amendment and the Credit Agreement as previously executed and as modified hereby
constitute legal, valid and binding obligations of the Borrower and the Guarantor and
are enforceable against the Borrower and the Guarantor in accordance with their terms
(except as enforceability may be limited by bankruptcy, insolvency or similar laws
affecting the enforcement of creditors’ rights generally).
	 
	 	(b)	 	Upon the effectiveness of this Amendment and after giving effect hereto, each
of the Borrower and the Guarantor hereby (i) reaffirms all covenants, representations
and warranties made in the Credit Agreement as modified hereby, and agrees that all
such covenants, representations and warranties shall be deemed to have been remade as
of the date of this Amendment except that any such covenant, representation, or
warranty that was made as of a specific date shall be considered reaffirmed only as of
such date and (ii) certifies to the Administrative Agent, the LC Bank and the Lenders
that no Default has occurred and is continuing.






	4.	 	Reference to the Effect on the Credit Agreement.






	 	4.1.	 	Upon the effectiveness of Section 1 hereof, on and after the date
hereof, each reference in the Credit Agreement (including any reference therein to
“this Credit Agreement,” “hereunder,” “hereof,” “herein” or words of like import
referring thereto) or in any other Credit Document shall mean and be a reference to the
Credit Agreement as modified hereby.
	 
	 	4.2.	 	Except as specifically modified above, the Credit Agreement and all other
documents, instruments and agreements executed and/or delivered in connection




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	 	 	 	therewith, shall remain in full force and effect, and are hereby ratified and
confirmed.
	 
	 	4.3.	 	The execution, delivery and effectiveness of this Amendment shall not operate
as a waiver of any right, power or remedy of the Administrative Agent, the LC Bank or
the Lenders, nor constitute a waiver of any provision of the Credit Agreement or any
other documents, instruments and agreements executed and/or delivered in connection
therewith.






	5.	 	GOVERNING LAW. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY
THE LAWS OF THE STATE OF NEW YORK.






	6.	 	Headings. Section headings in this Amendment are included herein for convenience of
reference only and shall not constitute a part of this Amendment for any other purpose.






	7.	 	Counterparts. This Amendment may be executed by one or more of the parties to this
Amendment on any number of separate counterparts and all of said counterparts taken together
shall be deemed to constitute one and the same instrument.





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          IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and year first above
written.




	 	 	 	 	 
	 	NISOURCE FINANCE CORP., as Borrower

 	 
	 	By:  	/s/ David J. Vajda
 	 
	 	 	Name:  	David J. Vajda 	 
	 	 	Title:  	Vice President and Treasurer 	 
	 
	 	NISOURCE INC., as Guarantor

 	 
	 	By:  	/s/ David J. Vajda
 	 
	 	 	Name:  	David J. Vajda 	 
	 	 	Title:  	Vice President and Treasurer 	 
	 
	 	BARCLAYS BANK PLC, as a Lender, as LC 

Bank and as Administrative Agent

 	 
	 	By:  	/s/ Sydney G. Dennis
 	 
	 	 	Name:  	Sydney G. Dennis 	 
	 	 	Title:  	Director 	 
	 



Signature Page to Amendment No. 1 to

Amended and Restated Revolving Credit Agreement

















 








	 	 	 	 	 
	 	CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as a Lender

 	 
	 	By:  	/s/ Karim Blasetti
 	 
	 	 	Name:  	Karim Blasetti 	 
	 	 	Title:  	Vice President 	 
	 
	 	By:  	                     /s/ Christopher Day
 	 
	 	 	Name:  	Christopher Day 	 
	 	 	Title:  	Associate 	 
	 



Signature Page to Amendment No. 1 to

Amended and Restated Revolving Credit Agreement





 









 








	 	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A., as a Lender

 	 
	 	By:  	/s/ Helen D. Davis
 	 
	 	 	Name:  	Helen D. Davis 	 
	 	 	Title:  	Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as a

Lender

 	 
	 	By:  	/s/ Chi-Cheng Chen
 	 
	 	 	Name:  	Chi-Cheng Chen 	 
	 	 	Title:  	Authorized Signatory 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	CITICORP USA, INC., as a Lender

 	 
	 	By:  	/s/ Amit Vasani
 	 
	 	 	Name:  	Amit Vasani 	 
	 	 	Title:  	Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	BNP PARIBAS, as a Lender

 	 
	 	By:  	/s/ Denis O’Meara
 	 
	 	 	Name:  	Denis O’Meara 	 
	 	 	Title:  	Managing Director 	 
	 
	 	By:  	                      /s/ Andrew Platt
 	 
	 	 	Name:  	Andrew Platt 	 
	 	 	Title:  	Managing Director 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	DEUTSCHE BANK AG NEW YORK AND GRAND CAYMAN

BRANCHES, as a Lender

 
	 	By:  	/s/ Thomas Brady
 	 
	 	 	Name:  	Thomas Brady 	 
	 	 	Title:  	Managing Director 	 
	 
	 	By:  	                            /s/ Mark McGuigan
 	 
	 	 	Name:  	Mark McGuigan 	 
	 	 	Title:  	Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	MIZUHO CORPORATE BANK, LTD., NEW 
YORK BRANCH, as
a Lender
	 
	 
	 	By:  	/s/ Raymond Ventura
 	 
	 	 	Name:  	Raymond Ventura 	 
	 	 	Title:  	Deputy General Manager 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	THE ROYAL BANK OF SCOTLAND plc, as a Lender

 	 
	 	By:  	/s/ Andrew N. Taylor
 	 
	 	 	Name:  	Andrew N. Taylor 	 
	 	 	Title:  	Vice President 	 
	 



 









 






	 	 	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 



	 	 	 	 	 
	 	WACHOVIA BANK, NATIONAL ASSOCIATION, as a Lender

 	 
	 	By:  	/s/ Shawn Young
 	 
	 	 	Name:  	Shawn Young 	 
	 	 	Title:  	Director 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	BANK OF AMERICA, N.A., as a Lender

 	 
	 	By:  	                  /s/ Patrick N. Martin
 	 
	 	 	Name:  	Patrick N. Martin 	 
	 	 	Title:  	Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	THE NORTHERN TRUST COMPANY, as a Lender

 	 
	 	By:  	/s/ Phillip McCaulay
 	 
	 	 	Name:  	Phillip McCaulay 	 
	 	 	Title:  	Second Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	PNC BANK, NATIONAL ASSOCIATION, as a Lender

 	 
	 	By:  	/s/ Helmut Vogel
 	 
	 	 	Name:  	Helmut Vogel 	 
	 	 	Title:  	Credit Officer 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION, as a Lender

 	 
	 	By:  	/s/ James N. DeVries
 	 
	 	 	Name:  	James N. DeVries 	 
	 	 	Title:  	Senior Vice President