exv4w3



 





EXHIBIT 4.3




NiSource Inc.,

as successor to

New NiSource Inc.




to




JPMorgan Chase Bank,

as Trustee and as successor to

The Chase Manhattan Bank




Second Supplemental Indenture




Dated as of November 1, 2004




To the

Indenture, dated as of November 1, 2000, as amended by

the First Supplemental Indenture, dated as of November 1, 2000,

between the Company and the Trustee,

Providing for Issuance of Debt Securities




 









 







Table of Contents




	 	 	 	 	 
	Article I Amendment of First Supplemental Indenture

	Section 1.1
	 	Amendment to Section 2.1 of First Supplemental Indenture	 	1
	Section 1.2
	 	Creation of Section 2.9 of First Supplemental Indenture	 	2
	Section 1.3
	 	Amendment to Section 3.1 of First Supplemental Indenture	 	2
	 
	 	 	 	 
	Article II Creation of the Series A Debentures

	Section 2.1
	 	Terms and Conditions of the Series A Senior Debentures due 2006	 	8
	Section 2.2
	 	Form of Series A Debenture	 	9
	Section 2.3
	 	Payment of Expenses	 	15
	Section 2.4
	 	Original Issue of Series A Debentures	 	15
	 
	 	 	 	 
	Article III Miscellaneous

	Section 3.1
	 	Ratification of Indenture	 	15
	Section 3.2
	 	Trustee Not Responsible for Recitals	 	15
	Section 3.3
	 	Governing Law	 	15
	Section 3.4
	 	Severability	 	15
	Section 3.5
	 	Counterparts	 	15








 









 







Second Supplemental Indenture




     Second Supplemental Indenture, dated as of November 1, 2004 (this “Second
Supplemental Indenture”), between NiSource Inc. (successor to New NiSource
Inc.), a Delaware corporation (the “Company”), and JPMorgan Chase Bank, as
successor to The Chase Manhattan Bank, as trustee (the “Trustee”), under the
Indenture dated as of November 1, 2000, between the Company and the Trustee
(the “Indenture”), as amended by the First Supplemental Indenture dated as of
November 1, 2000 (the “First Supplemental Indenture”). A term not defined in
this Second Supplemental Indenture that is defined in the Indenture or the
First Supplemental Indenture has the same meaning when used in this Second
Supplemental Indenture.



     Whereas, the Company executed and delivered the Indenture to the Trustee
to provide for the issuance from time to time of the Company’s unsecured
debentures, notes or other evidences of indebtedness (collectively the
“Securities”, and individually, a “Security”) to be issued in one or more
series as might be determined by the Company under the Indenture, in an
unlimited aggregate principal amount which may be authenticated and delivered
as provided in the Indenture;



     Whereas, pursuant to the terms of the Indenture, the Company established a
new series of Securities known as the Senior Debentures due 2006 (the
“Debentures”), and the form and substance of such Debentures and their terms,
provisions and conditions are set forth in the Indenture and the First
Supplemental Indenture;



     Whereas, pursuant to the terms of the Indenture and the First Supplemental
Indenture, the Company desires to modify certain provisions of the First
Supplemental Indenture and the form of the Debentures and to create a new
series of Securities known as the Series A Senior Debentures due 2006 (the
“Series A Debentures”); and



     Whereas, the Company has requested that the Trustee execute and deliver
this Second Supplemental Indenture, all requirements necessary to make this
Second Supplemental Indenture a valid instrument in accordance with its terms
have been performed, and the execution and delivery of this Second Supplemental
Indenture has been duly authorized in all respects.



     Now, Therefore, the Company covenants and agrees with the Trustee as
follows:



Article I

Amendment of the First Supplemental Indenture




     Section 1.1 Amendment to Section 2.1 of First Supplemental Indenture.
Section 2.1 of the First Supplemental Indenture is hereby amended and restated
in its entirety as follows:




 









 








     “Section 2.1 Designation, Denomination and Principal Amount.
There is hereby authorized a series of Securities designated as
‘Senior Debentures due 2006,’ in the denomination of $2.60,
limited in aggregate principal amount to $145,600,000 minus the
aggregate principal amount of Series A Senior Debentures due 2006
then issued and outstanding (the “Series A
Debentures”). The Debentures and the Series A Debentures
shall constitute one and the same ‘series’ for all purposes
of the Indenture, including without limitation for purposes of acting
upon an Event of Default and other voting matters.”



     Section 1.2 Creation of Section 2.9 of First Supplemental Indenture. The
First Supplemental Indenture is hereby amended to add a new Section 2.9 to read
as follows:




     “Section 2.9 Exchange of Debentures for Series A Debentures.
The Debentures shall be exchangeable at any time at the election
of the Holder for an equal principal amount of Series A
Debentures, provided that only whole Series A Debentures shall be
issuable upon any such exchange. In the event the aggregate
principal amount of Debentures surrendered for exchange is not an
integral multiple of $1,000, the amount of Series A Debentures
shall be rounded down to the nearest $1,000, with cash paid in
lieu of any fractional Series A Debenture.”



     Section 1.3 Amendment to Section 3.1 of First Supplemental Indenture.
Section 3.1 of the First Supplemental Indenture is hereby amended and restated
in its entirety as follows:




     “Section 3.1. Form of Debenture. The Debentures and the
Trustee’s Certificate of Authentication to be endorsed on them are
to be substantially in the following forms:



(FORM OF FACE OF DEBENTURE)





[IF THE DEBENTURE IS TO BE A GLOBAL DEBENTURE, INSERT: This
Debenture is a Global Security within the meaning of the Indenture
referred to below and is registered in the name of The Depository
Trust Company, a New York corporation (the
“Depositary”), or a
nominee of the Depositary. This Debenture is exchangeable for
Debentures registered in the name of a person other than the
Depositary or its nominee only in the limited circumstances
described in the Indenture, and no transfer of this Debenture
(other than a transfer of this Debenture as a whole by the
Depositary to a nominee of the Depositary or by a nominee of the
Depositary to the Depositary or another nominee of the Depositary)
may be registered except in limited circumstances.




Unless this Debenture is presented by an authorized representative
of the Depositary to the issuer or its agent for registration of
transfer, exchange or payment, and any Debenture issued is
registered in the name of Cede & Co. or such other name as
requested by an authorized representative of the Depositary, and
any payment hereon is made to Cede & Co., or to such other entity
as is requested by an authorized representative of the
Depositary), and, except as otherwise provided in the Indenture,
ANY TRANSFER, PLEDGE OR OTHER



2









 








USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
since the registered owner hereof, Cede & Co., has an interest
herein.]




No.




[$145,600,000 minus the aggregate principal amount of Series A
Debentures then issued and outstanding]




CUSIP No. 65473P AA 3



SENIOR DEBENTURE DUE 2006





     NiSource
Inc., a Delaware corporation (the “Company”, which
term includes any successor under the Indenture referred to
below), for value received, promises to pay to CEDE & CO., or
registered assigns, the principal sum of [One Hundred Forty-Five
Million Six Hundred Thousand Dollars minus the aggregate principal
amount of Series A Debentures then issued and outstanding] on
November 1, 2006 (the “Stated Maturity”), and to pay interest on
said principal sum from November 1, 2004, or from the most recent
interest payment date (each such date, an “Interest Payment
Date”)
to which interest has been paid or duly provided for, quarterly in
arrears on February 1, May 1, August 1 and November 1 of each
year, commencing on February 1, 2005, at the Interest Rate, until
the principal of this Debenture shall have become due and payable,
and on any overdue principal and premium, if any, and (without
duplication and to the extent that payment of such interest is
enforceable under applicable law) on any overdue installment of
interest at the same rate per annum compounded quarterly. The
amount of interest payable for any period will be computed, (1)
for any full quarterly period, on the basis of a 360-day year of
twelve 30-day months, and (2) for any period shorter than a full
quarterly period, on the basis of a 30-day month and, for any
period less than a month, on the basis of the actual number of
days elapsed per 30-day month. If any date on which interest is
payable is not a Business Day, then payment of the interest
payable on such date will be made on the next day that is a
Business Day (and without any interest or other payment in respect
of such delay), except that, if such Business Day is in the next
calendar year, then such payment will be made on the preceding
Business Day. The interest installment so payable, and punctually
paid or duly provided for, on any Interest Payment Date will, as
provided in the Indenture referred to on the reverse side of this
Debenture, be paid to the person in whose name this Debenture (or
one or more Predecessor Securities, as defined in the Indenture)
is registered at the close of business on the Regular Record Date
for such interest installment, which, if this Debenture is a
Global Security, shall be the close of business on the Business
Day preceding such Interest Payment Date or, if this Debenture is
not a Global Security, shall be the close of business on the 15th
Business Day preceding such Interest Payment Date; provided, that
interest paid at maturity shall be paid to the Person to whom
principal is paid. Any such interest



3









 








installment not punctually paid or duly provided for shall
cease to be payable to the registered Holder on such Regular
Record Date and may be paid to the Person in whose name this
Debenture (or one or more Predecessor Securities) is registered at
the close of business on a special record date to be fixed by the
Trustee referred to on the reverse side of this Debenture for the
payment of such Defaulted Interest (a “Special Record Date”),
notice of which shall be given to the registered Holders of the
Debentures not less than 10 days prior to such Special Record
Date, or may be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on
which the Debentures may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in the
Indenture. The principal of and interest on this Debenture shall
be payable at the office or agency of the Trustee maintained for
that purpose in any coin or currency of the United States of
America that at the time of payment is legal tender for payment of
public and private debts; provided, that payment of interest may
be made at the option of the Company by check mailed to the
registered Holder at such address as shall appear in the Security
Register.




     This Debenture is, to the extent provided in the Indenture,
senior and unsecured and will rank in right of payment on a parity
with all other senior unsecured obligations of the Company.




     Unless the Certificate of Authentication on this Debenture
has been executed by the Trustee, this Debenture shall not be
entitled to any benefit under the Indenture or be valid or
obligatory for any purpose. The provisions of this Debenture are
continued on the reverse side, and such continued provisions shall
for all purposes have the same effect as though fully set forth at
this place.




     In Witness Whereof, the Company has caused this instrument to
be executed.

	 	 	 	 	 
	 	NiSource Inc.

 	 
	 	By:  	 	 
	 	 	
	 
	 	 	[Title] 	 
	 	 	 	 
	 




	 	 	 	 	 
	Attest:
	 	 	 	 
	 

	 	 	 	 
	By:
	 	 	 	 
	

	 	
 	 	 
	

	 	               Secretary	 	 







4









 







Certificate of Authentication




This is one of the Securities of the series referred to in the within-mentioned Indenture.




	 	 	 	 	 
	Dated:

	 	 	 	JPMorgan Chase Bank,
	

	 	

	 	as Trustee
	

	 	 	 	 
	

	 	 	 	By:
	

	 	 	 	

	

	 	 	 	        Authorized Officer







(Form of Reverse of Debenture)





     This Debenture is one of a duly authorized series of
Securities of the Company (referred to as the “Debentures”), all
issued under and pursuant to an Indenture dated as of November 1,
2000, duly executed and delivered between New NiSource Inc. (the
“Company”) and The Chase Manhattan Bank, as trustee (the
“Trustee”), as supplemented by the First Supplemental Indenture to
the Indenture dated as of November 1, 2000, between the Company
and the Trustee, and as supplemented by the Second Supplemental
Indenture to the Indenture dated as of November 1, 2004, between
the Company and the Trustee (such Indenture as so supplemented,
the “Indenture”), to which Indenture, and all indentures
supplemental to it, reference is made for a description of the
rights, limitations of rights, obligations, duties and immunities
of the Trustee, the Company and the Holders of the Debentures. By
the terms of the Indenture, the Securities are issuable in series
that may vary as to amount, date of maturity, rate of interest and
in other respects as provided in the Indenture. This series of
Securities is limited in aggregate principal amount to
[$145,600,000 minus the aggregate principal amount of Series A
Debentures then issued and outstanding]. This series of
Securities and the Series A Debentures shall constitute one and
the same ‘series’ for all purposes of the Indenture,
including without limitation for purposes of acting upon an Event of
Default and other voting matters.




     All terms used in this Debenture that are defined in the
Indenture shall have the meanings assigned to them in the
Indenture.




     This Debenture is not subject to redemption at the option of
the Company prior to its Stated Maturity.




     This Debenture is not subject to redemption prior to its
Stated Maturity through the operation of a sinking fund.




     If an Event of Default shall have occurred and be continuing,
the principal of all of the Debentures may be declared, and upon
such declaration shall become, due and payable, in the manner,
with the effect and subject to the conditions provided in the
Indenture.




     The Indenture contains provisions permitting the Company and
the Trustee, without the consent of any Holder, to execute
supplemental indentures modifying certain provisions of the
Indenture and, with the consent of the Holders



5









 








of not less than a majority in aggregate principal amount of
the Debentures and all other series of Securities affected at the
time Outstanding, as defined in the Indenture, to execute
supplemental indentures for the purpose of adding any provisions
to or changing in any manner or eliminating any of the provisions
of the Indenture or of any supplemental indenture or of modifying
in any manner the rights of the Holders of the Debentures;
provided, that no such supplemental indenture may, without the
consent of the Holder of each outstanding Debenture, among other
things, (i) change the Stated Maturity of the principal of, or any
installment of interest on, any Debenture, (ii) reduce the
principal amount of, or the rate of interest on, the Debentures,
(iii) impair the right to institute suit for the enforcement of
any such payment on or after the Stated Maturity of the Debentures
or (iv) reduce the above-stated percentage of principal amount of
Debentures, the consent of the Holders of which is required to
modify or amend the Indenture, to consent to any waiver under the
Indenture, or to approve any supplemental indenture. The
Indenture also contains provisions permitting the Holders of not
less than a majority in aggregate principal amount of the
Debentures at the time Outstanding affected thereby, on behalf of
all of the Holders of the Debentures, to waive any past default in
the performance of any of the covenants contained in the
Indenture, or established pursuant to the Indenture with respect
to the Debentures, and its consequences, except a default in the
payment of the principal of, premium, if any, or interest on any
of the Debentures or in respect of a covenant or provision of the
Indenture that cannot be modified or amended without the consent
of the Holders of each Debenture then Outstanding. Any such
consent or waiver by a registered Holder of this Debenture (unless
revoked as provided in the Indenture) shall be conclusive and
binding upon such Holder and upon all future Holders and owners of
this Debenture and of any Debenture issued in exchange for it or
in place of it (whether by registration of transfer or otherwise),
irrespective of whether or not any notation of such consent or
waiver is made upon this Debenture.




     No reference in this Debenture to the Indenture and no
provision of this Debenture or of the Indenture shall alter or
impair the obligation of the Company, which is absolute and
unconditional, to pay the principal of and premium, if any, and
interest on this Debenture at the time and place and at the rate
and in the money prescribed in this Debenture.




     As provided in, and subject to certain limitations set forth
in, the Indenture, this Debenture is transferable by the
registered Holder hereof on the Security Register of the Company,
upon surrender of this Debenture for registration of transfer at
the office or agency maintained by the Company in a Place of
Payment accompanied by a written instrument or instruments of
transfer in form satisfactory to the Company and the Security
Registrar duly executed by such registered Holder or his attorney
duly authorized in writing, after which one or more new Debentures
of the same series, Stated Maturity and original issue date of
authorized denominations and of like tenor and aggregate principal
amount will be issued to the designated transferee or transferees.
No service charge will be made for any such transfer, but the
Company may require payment



6









 








of a sum sufficient to cover any tax or other governmental
charge payable in relation to such transfer.




     Prior to due presentment for registration of transfer of this
Debenture, the Company, the Trustee, any Paying Agent and any
Security Registrar (and any agent thereof) may deem and treat its
registered Holder as the absolute owner of this Debenture (whether
or not this Debenture shall be overdue) for the purpose of
receiving payment of or on account of the principal of, premium,
if any, and interest due on this Debenture and for all other
purposes, and neither the Company nor the Trustee nor any Paying
Agent nor any Security Registrar (or any agent thereof) shall be
affected by any notice to the contrary.




     No recourse shall be had for the payment of the principal of,
premium, if any, or interest on this Debenture, or for any claim
based on this Debenture, or otherwise in respect of this
Debenture, or based on or in respect of the Indenture, against any
incorporator, stockholder, officer, director or employee, past,
present or future, as such, of the Company or of any predecessor
or successor, whether by virtue of any constitution, statute or
rule of law, or by the enforcement of any assessment or penalty or
otherwise, all such liability being, by the acceptance of this
Debenture and as part of the consideration for the issuance of
this Debenture, expressly waived and released.




     The Indenture imposes certain limitations on the ability of
the Company to, among other things, merge, consolidate or sell,
assign, transfer or lease all or substantially all of its
properties or assets. Such covenants and limitations are subject
to a number of important qualifications and exceptions. The
Company must report periodically to the Trustee on compliance with
the covenants in the Indenture.




     The Debentures of this series are issuable only in registered
form without coupons in denominations of $2.60 and any integral
multiple of such amount. As provided in the Indenture and subject
to certain limitations in this Debenture and in the Indenture set
forth, Debentures of this series so issued are exchangeable for a
like aggregate principal amount of Debentures of this series of a
different authorized denomination, as requested by the Holder
surrendering the same, and are exchangeable at any time at the
election of the Holder for an equal principal amount of Series A
Debentures, provided that only whole Series A Debentures shall be
issuable upon any such exchange. In the event the aggregate
principal amount of Debentures surrendered for exchange is not an
integral multiple of $1,000, the amount of Series A Debentures
shall be rounded down to the nearest $1,000, with cash paid in
lieu of any fractional Series A Debenture.



7









 







Article II

Establishment of the Series A Debentures




     Section 2.1. Terms and Conditions of the Series A Senior Debentures due
2006.



     (a) Designation, Denomination and Principal Amount. There is hereby
authorized a series of Securities designated as “Series A Senior Debentures due
2006,” in the denomination of $1,000, limited in aggregate principal amount to
[$145,600,000 minus the aggregate principal amount of Debentures then issued
and outstanding]. The Series A Debentures and the Debentures shall constitute one and the same “series” for all purposes of the Indenture,
including without limitation for purposes of acting upon an Event of Default and other voting matters.



     (b) Maturity. The Stated Maturity is November 1, 2006.



     (c) Global Debentures. The Series A Debentures in certificated form may
be presented to the Trustee in exchange for a Global Security in an aggregate
principal amount equal to all Outstanding Debentures (a “Global Debenture”).
The Depositary for the Series A Debentures will be The Depository Trust
Company. The Global Debentures will be registered in the name of the
Depositary or its nominee, Cede & Co., and delivered by the Trustee to the
Depositary or a custodian appointed by the Depositary for crediting to the
accounts of its participants pursuant to the instructions of the Company. The
Company upon any such presentation shall execute a Global Debenture in such
aggregate principal amount and deliver the same to the Trustee for
authentication and delivery in accordance with the Indenture and this Second
Supplemental Indenture. Payments on the Series A Debentures issued as a Global
Debenture will be made to the Depositary or its nominee.



     (d) Interest.




     (i) The Series A Debentures shall bear interest at    %, payable
quarterly in arrears on the Interest Payment Dates, which shall be
February 1, May 1, August 1 and November 1 of each year, commencing
February 1, 2005.




     (ii) Interest not paid on the scheduled Interest Payment Date shall
accumulate and compound quarterly at the Interest Rate from the scheduled
Interest Payment Date until paid.




     (iii) The Regular Record Dates for the Series A Debentures shall be,
(A) as long as the Series A Debentures are represented by a Global
Debenture, the Business Day preceding each Interest Payment Date, or (B)
if the Series A Debentures are issued in certificated form, the 15th
Business Day prior to each Interest Payment Date.




     (iv) The amount of interest payable on the Series A Debentures for
any period will be computed (A) for any full quarterly period on the
basis of a 360-day year of twelve 30-day months, and (B) for any period
shorter than a full quarterly period, on the basis of a 30-day month and,
for any period less than a month, on the basis of the actual number of
days elapsed per 30-day month. If any Interest Payment Date on the
Series A Debentures is not a Business Day, then payment of the interest
payable on such date will be made on the next day that is a Business Day
(and without interest or other



8









 








payment in respect of any such delay), except that, if such Business
Day is in the next calendar year, then such payment will be made on the
preceding Business Day.



     (e) Redemption.




     (i) The Series A Debentures are not subject to redemption at the
option of the Company prior to their Stated Maturity.




     (ii) The Series A Debentures are not subject to redemption prior to
their Stated Maturity through the operation of a sinking fund.



     (f) Paying Agent; Security Registrar. If the Series A Debentures are
issued in certificated form, the Paying Agent and the Security Registrar for
the Series A Debentures shall be the Corporate Trust Office of the Trustee.



     (g) United States Aliens. As provided in Section 301(16) of the
Indenture, the Company shall not pay additional amounts in respect of taxes or
similar charges withheld or deducted to Holders of the Series A Debentures who
are United States Aliens.



     Section 2.2 Form of Series A Debenture.



     (a) Form of Series A Debenture. The Series A Debentures and the Trustee’s
Certificate of Authentication to be endorsed on them are to be substantially in
the following forms:



(FORM OF FACE OF SERIES A DEBENTURE)





[IF THE SERIES A DEBENTURE IS TO BE A GLOBAL DEBENTURE, INSERT:
This Series A Debenture is a Global Security within the meaning of
the Indenture referred to below and is registered in the name of
The Depository Trust Company, a New York corporation (the
“Depositary”), or a nominee of the Depositary. This Series A
Debenture is exchangeable for Series A Debentures registered in
the name of a person other than the Depositary or its nominee only
in the limited circumstances described in the Indenture, and no
transfer of this Series A Debenture (other than a transfer of this
Series A Debenture as a whole by the Depositary to a nominee of
the Depositary or by a nominee of the Depositary to the Depositary
or another nominee of the Depositary) may be registered except in
limited circumstances.




Unless this Series A Debenture is presented by an authorized
representative of the Depositary to the issuer or its agent for
registration of transfer, exchange or payment, and any Series A
Debenture issued is registered in the name of Cede & Co. or such
other name as requested by an authorized representative of the
Depositary, and any payment hereon is made to Cede & Co., or to
such other entity as is requested by an authorized representative
of the Depositary), and, except as otherwise provided in the
Indenture, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered
owner hereof, Cede & Co., has an interest herein.]




9









 








No.




[$145,600,000 minus the aggregate principal amount of Debentures
then issued and outstanding]




CUSIP
No. 65473P AB 1



SERIES A SENIOR DEBENTURE DUE 2006






     NiSource Inc., a Delaware corporation
 (the “Company”, which
term includes any successor under the Indenture referred to
below), for value received, promises to pay to CEDE & CO., or
registered assigns, the principal sum of [One Hundred Forty-Five
Million Six Hundred Thousand Dollars minus the aggregate principal
amount of Debentures then issued and outstanding] on November 1,
2006 (the “Stated Maturity”), and to pay interest on said
principal sum from November 1, 2004, or from the most recent
interest payment date (each such date, an “Interest Payment Date”)
to which interest has been paid or duly provided for, quarterly in
arrears on February 1, May 1, August 1 and November 1 of each
year, commencing on February 1, 2005, at the Interest Rate, until
the principal of this Series A Debenture shall have become due and
payable, and on any overdue principal and premium, if any, and
(without duplication and to the extent that payment of such
interest is enforceable under applicable law) on any overdue
installment of interest at the same rate per annum compounded
quarterly. The amount of interest payable for any period will be
computed, (1) for any full quarterly period, on the basis of a
360-day year of twelve 30-day months, and (2) for any period
shorter than a full quarterly period, on the basis of a 30-day
month and, for any period less than a month, on the basis of the
actual number of days elapsed per 30-day month. If any date on
which interest is payable is not a Business Day, then payment of
the interest payable on such date will be made on the next day
that is a Business Day (and without any interest or other payment
in respect of such delay), except that, if such Business Day is in
the next calendar year, then such payment will be made on the
preceding Business Day. The interest installment so payable, and
punctually paid or duly provided for, on any Interest Payment Date
will, as provided in the Indenture referred to on the reverse side
of this Series A Debenture, be paid to the person in whose name
this Series A Debenture (or one or more Predecessor Securities, as
defined in the Indenture) is registered at the close of business
on the Regular Record Date for such interest installment, which,
if this Series A Debenture is a Global Security, shall be the
close of business on the Business Day preceding such Interest
Payment Date or, if this Series A Debenture is not a Global
Security, shall be the close of business on the 15th Business Day
preceding such Interest Payment Date; provided, that interest paid
at maturity shall be paid to the Person to whom principal is paid.
Any such interest installment not punctually paid or duly
provided for shall cease to be payable to the registered Holder on
such Regular Record Date and may be paid to the Person in whose
name this Series A Debenture (or one or more Predecessor
Securities) is registered at the close of business on a special
record



10









 








date to be fixed by the Trustee referred to on the reverse
side of this Series A Debenture for the payment of such Defaulted
Interest (a “Special Record Date”), notice of which shall be given
to the registered Holders of the Series A Debentures not less than
10 days prior to such Special Record Date, or may be paid at any
time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Series A
Debentures may be listed, and upon such notice as may be required
by such exchange, all as more fully provided in the Indenture.
The principal of and interest on this Series A Debenture shall be
payable at the office or agency of the Trustee maintained for that
purpose in any coin or currency of the United States of America
that at the time of payment is legal tender for payment of public
and private debts; provided, that payment of interest may be made
at the option of the Company by check mailed to the registered
Holder at such address as shall appear in the Security Register.




     This Series A Debenture is, to the extent provided in the
Indenture, senior and unsecured and will rank in right of payment
on a parity with all other senior unsecured obligations of the
Company.




     Unless the Certificate of Authentication on this Series A
Debenture has been executed by the Trustee, this Series A
Debenture shall not be entitled to any benefit under the Indenture
or be valid or obligatory for any purpose. The provisions of this
Series A Debenture are continued on the reverse side, and such
continued provisions shall for all purposes have the same effect
as though fully set forth at this place.




     In Witness Whereof, the Company has caused this instrument to
be executed.

	 	 	 	 	 
	 	NiSource Inc.

 	 
	 	By:  	 	 
	 	 	
	 
	 	 	[Title] 	 
	 	 	 	 
	 




	 	 	 	 	 
	Attest:
	 	 	 	 
	 

	 	 	 	 
	By:
	 	 	 	 
	

	 	
 	 	 
	

	 	               Secretary	 	 







11









 







Certificate of Authentication




            This is one of the Securities of the series referred to in the within-mentioned Indenture.




	 	 	 	 	 
	Dated:

	 	 	 	JPMorgan Chase Bank,
	

	 	

	 	as Trustee
	

	 	 	 	 
	

	 	 	 	By:
	

	 	 	 	

	

	 	 	 	        Authorized Officer







(Form of Reverse of Series A Debenture)





     This Series A Debenture is one of a duly authorized series of
Securities of the Company (referred to as the “Series A
Debentures”), all issued under and pursuant to an Indenture dated
as of November 1, 2000, duly executed and delivered between New
NiSource Inc. (the “Company”) and The Chase Manhattan Bank, as
trustee (the “Trustee”), as supplemented by the First Supplemental
Indenture to the Indenture dated as of November 1, 2000, between
the Company and the Trustee, and as supplemented by the Second
Supplemental Indenture to the Indenture dated as of November 1,
2004, between the Company and the Trustee (such Indenture as so
supplemented, the “Indenture”), to which Indenture, and all
indentures supplemental to it, reference is made for a description
of the rights, limitations of rights, obligations, duties and
immunities of the Trustee, the Company and the Holders of the
Series A Debentures. By the terms of the Indenture, the
Securities are issuable in series that may vary as to amount, date
of maturity, rate of interest and in other respects as provided in
the Indenture. This series of Securities is limited in aggregate
principal amount to [$145,600,000 minus the aggregate principal
amount of Debentures then issued and outstanding]. This series of Securities and the Debentures shall constitute
one and the same “series” for all purposes of the Indenture, including without limitation for purposes of acting
upon an Event of Default and other voting matters.




     All terms used in this Series A Debenture that are defined in
the Indenture shall have the meanings assigned to them in the
Indenture.




     This Series A Debenture is not subject to redemption at the
option of the Company prior to its Stated Maturity.




     This Series A Debenture is not subject to redemption prior to
its Stated Maturity through the operation of a sinking fund.




     If an Event of Default shall have occurred and be continuing,
the principal of all of the Series A Debentures may be declared,
and upon such declaration shall become, due and payable, in the
manner, with the effect and subject to the conditions provided in
the Indenture.




     The Indenture contains provisions permitting the Company and
the Trustee, without the consent of any Holder, to execute
supplemental indentures



12









 








modifying certain provisions of the Indenture and, with the
consent of the Holders of not less than a majority in aggregate
principal amount of the Series A Debentures and all other series
of Securities affected at the time Outstanding, as defined in the
Indenture, to execute supplemental indentures for the purpose of
adding any provisions to or changing in any manner or eliminating
any of the provisions of the Indenture or of any supplemental
indenture or of modifying in any manner the rights of the Holders
of the Series A Debentures; provided, that no such supplemental
indenture may, without the consent of the Holder of each
outstanding Series A Debenture, among other things, (i) change the
Stated Maturity of the principal of, or any installment of
interest on, any Series A Debenture, (ii) reduce the principal
amount of, or the rate of interest on, the Series A Debentures,
(iii) impair the right to institute suit for the enforcement of
any such payment on or after the Stated Maturity of the Series A
Debentures or (iv) reduce the above-stated percentage of principal
amount of Series A Debentures, the consent of the Holders of which
is required to modify or amend the Indenture, to consent to any
waiver under the Indenture, or to approve any supplemental
indenture. The Indenture also contains provisions permitting the
Holders of not less than a majority in aggregate principal amount
of the Series A Debentures at the time Outstanding affected
thereby, on behalf of all of the Holders of the Series A
Debentures, to waive any past default in the performance of any of
the covenants contained in the Indenture, or established pursuant
to the Indenture with respect to the Series A Debentures, and its
consequences, except a default in the payment of the principal of,
premium, if any, or interest on any of the Series A Debentures or
in respect of a covenant or provision of the Indenture that cannot
be modified or amended without the consent of the Holders of each
Series A Debenture then Outstanding. Any such consent or waiver
by a registered Holder of this Series A Debenture (unless revoked
as provided in the Indenture) shall be conclusive and binding upon
such Holder and upon all future Holders and owners of this Series
A Debenture and of any Series A Debenture issued in exchange for
it or in place of it (whether by registration of transfer or
otherwise), irrespective of whether or not any notation of such
consent or waiver is made upon this Series A Debenture.




     No reference in this Series A Debenture to the Indenture and
no provision of this Series A Debenture or of the Indenture shall
alter or impair the obligation of the Company, which is absolute
and unconditional, to pay the principal of and premium, if any,
and interest on this Series A Debenture at the time and place and
at the rate and in the money prescribed in this Series A
Debenture.




     As provided in, and subject to certain limitations set forth
in, the Indenture, this Series A Debenture is transferable by the
registered Holder hereof on the Security Register of the Company,
upon surrender of this Series A Debenture for registration of
transfer at the office or agency maintained by the Company in a
Place of Payment accompanied by a written instrument or
instruments of transfer in form satisfactory to the Company and
the Security Registrar duly executed by such registered Holder or
his attorney duly authorized



13









 








in writing, after which one or more new Series A Debentures
of the same series, Stated Maturity and original issue date of
authorized denominations and of like tenor and aggregate principal
amount will be issued to the designated transferee or transferees.
No service charge will be made for any such transfer, but the
Company may require payment of a sum sufficient to cover any tax
or other governmental charge payable in relation to such transfer.




     Prior to due presentment for registration of transfer of this
Series A Debenture, the Company, the Trustee, any Paying Agent and
any Security Registrar (and any agent thereof) may deem and treat
its registered Holder as the absolute owner of this Series A
Debenture (whether or not this Series A Debenture shall be
overdue) for the purpose of receiving payment of or on account of
the principal of, premium, if any, and interest due on this
Series A Debenture and for all other purposes, and neither the
Company nor the Trustee nor any Paying Agent nor any Security
Registrar (or any agent thereof) shall be affected by any notice
to the contrary.




     No recourse shall be had for the payment of the principal of,
premium, if any, or interest on this Series A Debenture, or for
any claim based on this Series A Debenture, or otherwise in
respect of this Series A Debenture, or based on or in respect of
the Indenture, against any incorporator, stockholder, officer,
director or employee, past, present or future, as such, of the
Company or of any predecessor or successor, whether by virtue of
any constitution, statute or rule of law, or by the enforcement of
any assessment or penalty or otherwise, all such liability being,
by the acceptance of this Series A Debenture and as part of the
consideration for the issuance of this Series A Debenture,
expressly waived and released.




     The Indenture imposes certain limitations on the ability of
the Company to, among other things, merge, consolidate or sell,
assign, transfer or lease all or substantially all of its
properties or assets. Such covenants and limitations are subject
to a number of important qualifications and exceptions. The
Company must report periodically to the Trustee on compliance with
the covenants in the Indenture.




     The Series A Debentures of this series are issuable only in
registered form without coupons in denominations of $1,000 and any
integral multiple of such amount. As provided in the Indenture
and subject to certain limitations in this Series A Debenture and
in the Indenture set forth, Series A Debentures of this series so
issued are exchangeable for a like aggregate principal amount of
Series A Debentures of this series of a different authorized
denomination, as requested by the Holder surrendering the same.



     (b) Bearer Securities. The Series A Debentures shall not be
issued as Bearer Securities.



14









 







     Section 2.3. Payment of Expenses. The Company will pay for all
costs and expenses relating to the offering, sale and issuance of the
Series A Debentures, including compensation of the Trustee under the
Indenture in accordance with the provisions of Section 607 of the
Indenture.



     Section 2.4. Original Issue of Series A Debentures. Series A
Debentures in an aggregate principal amount of up to [$145,600,000 minus
the aggregate principal amount of Debentures issued and outstanding]
may, upon execution of this Second Supplemental Indenture, be executed
by the Company and delivered to the Trustee for authentication, and
(subject to receipt by the Trustee of the documents specified in Section
303 of the Indenture) the Trustee shall thereupon authenticate and
deliver said Series A Debentures in exchange for an equal principal
amount of Debentures upon receipt of an Order of the Company, without
any further action by the Company.



Article III

Miscellaneous




     Section 3.1. Ratification of Indenture. The Indenture, as supplemented by
the First Supplemental Indenture and this Second Supplemental Indenture, is in
all respects ratified and confirmed. This Second Supplemental Indenture shall
be deemed part of the Indenture in the manner and to the extent provided in
this Second Supplemental Indenture and the Indenture and the First Supplemental
Indenture.



     Section 3.2. Trustee Not Responsible for Recitals. The recitals
contained in this Second Supplemental Indenture are made by the Company and not
by the Trustee, and the Trustee assumes no responsibility for the correctness
of such recitals. The Trustee makes no representation as to the validity or
sufficiency of this Second Supplemental Indenture.



     Section 3.3. Governing Law. This Second Supplemental Indenture shall be
deemed to be a contract made under the internal law of the State of New York
and for all purposes shall be construed in accordance with the internal law of
that State, without giving effect to any contrary conflict of laws or choice of
law provisions of the law of the State of New York or any other jurisdiction.



     Section 3.4. Severability. In case any one or more of the provisions
contained in this Second Supplemental Indenture shall for any reason be held to
be invalid, illegal or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other provisions of this
Second Supplemental Indenture, but this Second Supplemental Indenture shall be
construed as if such invalid or illegal or unenforceable provision had never
been contained in this Second Supplemental Indenture.



     Section 3.5. Counterparts. This Second Supplemental Indenture may be
executed in any number of counterparts, each of which shall be an original; but
such counterparts shall together constitute but one and the same instrument.



15









 







     In Witness Whereof, the parties have caused this Second Supplemental
Indenture to be duly executed and attested on this Second Supplemental
Indenture, on the date or dates indicated in the acknowledgments and as of the
day and year first above written.

	 	 	 	 	 
	 	NiSource Inc.



 

 	 
	 	By:  	 	 
	 	 	
	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




	 	 	 
	Attest:
	 	 
	 

	 	 
	


	 	 
	Name: Gary W. Pottorff
	 	 
	Title: Secretary
	 	 






	 	 	 	 	 
	 	JPMorgan Chase Bank, as Trustee



 

 	 
	 	By:  	 	 
	 	 	
	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 
	

	 	 
	[Seal]
	 	 
	 
	 	 
	Attest:
	 	 
	 
	 	 
	


	 	 
	Name:
	 	 
	Title: