exv4w1






Exhibit 4.1



UNLESS THIS GLOBAL NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO NISOURCE FINANCE CORP. AND NISOURCE
INC. OR THEIR AGENT OR AGENTS FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY GLOBAL
NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS
IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.



TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES
OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS
GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE
INDENTURE REFERRED TO ON THE REVERSE HEREOF.




			
	 	 	 
	No.: [___]
	 	$[                    ]
	CUSIP No.: 65473QAU7	 	 
	ISIN No.: US65473QAU76	 	 






10.75% Notes due 2016




          NiSource Finance Corp., an Indiana corporation, promises to pay to Cede & Co, or registered
assigns, the principal sum of [                                        ] Dollars on March 15, 2016.




          Interest Payment Dates: March 15 and September 15, commencing September 15, 2009.




          Record Dates: March 1 and September 1.




 









 








          Additional provisions of this Note are set forth on the other side of this Note.




Dated: [                    ]




	 	 	 	 	 
	 	 	NISOURCE FINANCE CORP.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:
	 	David J. Vajda
	 

	 	Title:
	 	Vice President and Treasurer
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:
	 	Gary W. Pottorff
	 

	 	Title:
	 	Secretary






TRUSTEE’S CERTIFICATE OF

AUTHENTICATION




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




THE BANK OF NEW YORK MELLON,

as Trustee




	 	 	 	 	 
	By:
	 	 	 	 
	 

	 	 	 	 
	 

	 	Authorized Officer
	 	 






 









 





10.75% Notes due 2016





	1.	 	Interest





          NiSource Finance Corp., an Indiana corporation (such corporation, and its successors and
assigns under the Indenture hereinafter referred to, being herein called the “Company”), promises
to pay interest on the principal amount of this Note at the rate per annum shown above. The
Company will pay interest semiannually on March 15 and September 15 of each year, commencing
September 15, 2009. Interest on the Notes will accrue from the most recent date to which interest
has been paid or, if no interest has been paid, from March 9, 2009. Interest will be computed on
the basis of a 360-day year of twelve 30-day months. The Company will pay interest on overdue
principal and premium at the above rate and will pay interest on overdue installments of interest
at such rate to the extent lawful.




          The interest rate payable on the Notes will be subject to adjustments from time to time if
either of Moody’s Investors Service, Inc. (“Moody’s”) or Standard & Poor’s Ratings Services, a
division of The McGraw Hill, Inc. (“S&P”) (or, in either case, any Substitute Rating Agency (as
defined below)), downgrades (or subsequently upgrades) the debt rating assigned to the Notes, in
the manner described below. The Trustee shall have no duty or obligation to determine, verify,
calculate or confirm any adjustment to the interest rate. The Company shall provide the Trustee
with an Officers’ Certificate as evidence, upon which the Trustee can conclusively rely, of any
change in the debt rating and the corresponding adjustment to the interest rate. The Trustee shall
not be deemed to have knowledge of any change in the debt rating or the corresponding adjustment of
the interest rate unless and until it shall have received such Officers’ Certificate. The Company
will also provide notice to Persons who are registered Holders of Notes of any such adjustment. If
the rating of the Notes from Moody’s or any Substitute Rating Agency thereof is decreased to a
rating set forth in the immediately following table, the interest rate on the Notes will increase
from the interest rate payable on the Notes on the date of their initial issuance (“Issue Date”) by
the percentage set forth opposite that rating:




	 	 	 	 	 
	Moody’s Rating*	 	Percentage
	Ba1 
	 	0.25%
	 
	 	 	 	 
	Ba2 
	 	0.50%
	 
	 	 	 	 
	Ba3 
	 	0.75%
	 
	 	 	 	 
	B1 or below
	 	1.00%








 




			
	*	 	Including the equivalent ratings of any Substitute Rating Agency.





          If the rating of the Notes from S&P or any Substitute Rating Agency thereof is decreased to a
rating set forth in the immediately following table, the interest





 









 







rate on the Notes will increase from the interest rate payable on the Notes on the Issue Date
by the percentage set forth opposite that rating:




	 	 	 	 	 
	S&P Rating*	 	Percentage
	BB+
	 	0.25%
	 
	 	 	 	 
	BB
	 	0.50%
	 
	 	 	 	 
	BB- 
	 	0.75%
	 
	 	 	 	 
	B+ or below
	 	1.00%








 




			
	*	 	Including the equivalent ratings of any Substitute Rating Agency.





          If at any time the interest rate on the Notes has been adjusted upward and either Moody’s or
S&P (or in either case, a Substitute Rating Agency thereof), as the case may be, subsequently
increases its rating of the Notes to any of the ratings set forth in the table above, the interest
rate on the Notes will be decreased such that the interest rate for the Notes equals the interest
rate payable on the Notes on the Issue Date plus the applicable percentages set forth opposite the
ratings in the tables above in effect immediately following the increase. If Moody’s or any
Substitute Rating Agency thereof subsequently increases its rating of the Notes to Baa3 (or its
equivalent, in the case of a Substitute Rating Agency) or higher and S&P or any Substitute Rating
Agency thereof increases its rating to BBB- (or its equivalent, in the case of a Substitute Rating
Agency) or higher, the interest rate on the Notes will be decreased to the interest rate payable on
the Notes on the Issue Date.




          Each adjustment required by any decrease or increase in a rating set forth above, whether
occasioned by the action of Moody’s or S&P (or, in ether case, any Substitute Rating Agency
thereof), shall be made independent of any and all other adjustments. In no event shall (1) the
interest rate for the Notes be reduced to below the interest rate payable on the Notes on the Issue
Date or (2) the total increase in the interest rate on the Notes exceed 2.00% above the interest
rate payable on the Notes on the Issue Date.




          No adjustments in the interest rate of the Notes shall be made solely as a result of a Rating
Agency (as defined below) ceasing to provide a rate. If at any time less than two Rating Agencies
provide a rating of the Notes for reasons beyond our control, the Company will use its commercially
reasonable efforts to obtain a rating of the Notes from a Substitute Rating Agency, to the extent
one exists, and if a Substitute Rating Agency exists, for purposes of determining any increase or
decrease in the interest rate on the Notes pursuant to the table above (a) such Substitute Rating
Agency will be substituted for the last Rating Agency to provide a rating of the Notes but which
has since ceased to provide such rating, (b) the relative ratings scale used by such Substitute
Rating Agency to assign ratings to senior unsecured debt will be determined in good faith by an
independent investment banking institution of national standing appointed by the Company and, for
purposes of determining the applicable ratings included in the



 









 






applicable table above with respect to such Substitute Rating Agency, such ratings will be
deemed to be the equivalent ratings used by Moody’s or S&P, as applicable, in such table and (c)
the interest rate on the Notes will increase or decrease, as the case may be, such that the
interest rate equals the interest rate payable on the Notes on the Issue Date plus or minus the
appropriate percentage, if any, set forth opposite the rating from such Substitute Rating Agency in
the applicable table above (taking into account the provisions of clause (b) above) (plus any
applicable percentage resulting from a decreased rating by the other Rating Agency). For so long as
only one Rating Agency provides a rating of the Notes, any subsequent increase or decrease in the
interest rate of the Notes necessitated by a reduction or increase in the rating by the agency
providing the rating shall be twice the percentage set forth in the applicable table above. For so
long as no Rating Agency provides a rating of the Notes, the interest rate on the Notes will
increase to, or remain at, as the case may be, 2.00% above the interest rate payable on the Notes
on the Issue Date.




          In addition, the interest rates on the Notes of each series will permanently cease to be
subject to any adjustment described above (notwithstanding any subsequent decrease in the ratings
by either or both Rating Agencies) if the Notes become rated Baa1 and BBB+ (or its equivalent, in
the case of a Substitute Rating Agency) or higher by Moody’s and S&P (or, in either case, any
Substitute Rating Agency thereof) or one of these ratings if the Notes are only rated by one Rating
Agency.




          Any interest rate increase or decrease described above will take effect from the first day of
the interest period during which a rating change requires an adjustment in the interest rate. If
Moody’s or S&P or any Substitute Rating Agency thereof changes its rating of the Notes more than
once during any particular interest period, the last change by such agency during such period will
control for purposes of any interest rate increase or decrease described above relating to such
agency’s action.




          “Rating Agency” means a “nationally recognized statistical rating organization” within the
meaning of Rule 15c3-1(c)(2)(vi)(F) under the Securities Exchange Act of 1934, as amended.




          “Substitute Rating Agency” means a “nationally recognized statistical rating organization”
within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Securities Exchange Act of 1934, as
amended, selected by NiSource Inc. (as certified by a resolution of the board of directors of
NiSource Inc. and reasonably acceptable to the Trustee) as a replacement agency for Moody’s or S&P,
or both of them, as the case may be.





	2.	 	Method of Payment





          The Company will pay interest on the Notes (except defaulted interest) to the Persons who are
registered Holders of Notes at the close of business on the March 1 or September 1 next preceding
the Interest Payment Date even if Notes are canceled after the Record Date and on or before the
Interest Payment Date. Holders must surrender Notes to a Paying Agent to collect principal
payments. The Company will pay principal



 









 






and interest in money of the United States that at the time of payment is legal tender for
payment of public and private debts. Payments in respect of the Notes represented by a Global Note
(including principal, premium, if any, and interest) will be made by wire transfer of immediately
available funds to the accounts specified by The Depository Trust Company.





	3.	 	Guarantee





          NiSource Inc., a Delaware corporation and parent of the Company, will fully and
unconditionally guarantee to each Holder of the Notes and to The Bank of New York Mellon (as
successor in interest to JPMorgan Chase Bank, N.A. (formerly known as The Chase Manhattan Bank)),
as Trustee (the “Trustee”) under the Indenture (as defined below) and its successors all the
Obligations of the Company under the Notes, including the due and punctual payment of the principal
of, premium, if any, and interest, if any, on the Notes (the “Security Guarantee”). The Security
Guarantee applies whether the payment is due at Stated Maturity, on an Interest Payment Date or as
a result of acceleration, redemption or otherwise. The Security Guarantee includes payment of
interest on the overdue principal of, premium, if any, and interest, if any, on the Notes (if
lawful) and all other Obligations of the Company under the Indenture. The Security Guarantee will
remain valid even if the Indenture is found to be invalid. NiSource Inc. is obligated under the
Security Guarantee to pay any guaranteed amount immediately after the Company’s failure to do so.





	4.	 	Paying Agent and Security Registrar





          Initially, the Trustee will act as Paying Agent and Security Registrar. The Company may
appoint and change any Paying Agent or Security Registrar without notice to the Holders. The
Company may act as Paying Agent or Security Registrar.





	5.	 	Indenture





          The Company issued the Notes under an Indenture dated as of November 14, 2000, among the
Company, NiSource Inc. and the Trustee (as supplemented, the “Indenture”) and pursuant to an
Officers’ Certificate of the Company dated March 9, 2009 (the “Officer’s Certificate”). The terms
of the Notes include those stated in the Indenture and the Officer’s Certificate and those made
part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. sections
77aaa-77bbbb) as in effect on the date of the Officer’s Certificate (the “Act”). Capitalized terms
used herein and defined in the Indenture but not defined herein have the meanings ascribed thereto
in the Indenture. The Notes are subject to all such terms, and Holders of Notes are referred to
the Indenture and the Act for a statement of those terms.




          The Notes are senior unsecured obligations of the Company. The Notes issued on the Issue Date
will be treated as a single class for all purposes under the Indenture. The Indenture contains
covenants that limit the ability of the Company, NiSource Inc. and their Subsidiaries (other than
Utilities) to incur additional indebtedness and create liens on assets unless the total amount of
all the secured debt would not exceed 10% of Consolidated Net Tangible Assets. These covenants are subject to important exceptions
and qualifications.




 









 









	6.	 	Optional Redemption





          The Company may redeem all or part of the Notes at any time at its option at a redemption
price equal to the greater of (1) 100% of the principal amount of the Notes being redeemed plus
accrued interest to the Redemption Date or (2) the Make-Whole Amount for the Notes being redeemed.
For purposes of this provision:




          “Make-Whole Amount” means the sum, as determined by a Quotation Agent, of the present values
of the principal amount of the Notes to be redeemed, together with scheduled payments of interest
(exclusive of interest to the Redemption Date) from the Redemption Date to the Stated Maturity of
the Notes, in each case discounted to the Redemption Date on a semi-annual basis, assuming a
360-day year consisting of twelve 30-day months, at the Adjusted Treasury Rate, plus accrued
interest on the principal amount of the Notes being redeemed to the Redemption Date.




          “Adjusted Treasury Rate” means, with respect to any Redemption Date, (i) the yield, under the
heading which represents the average for the immediately preceding week, appearing in the most
recently published statistical release designated “H.15 (519)” or any successor publication which
is published weekly by the Board of Governors of the Federal Reserve System and which establishes
yields on actively traded United States Treasury securities adjusted to constant maturity under the
caption “Treasury Constant Maturities,” for the maturity corresponding to the Comparable Treasury
Issue (if no maturity is within three months before or after the remaining term of the Notes,
yields for the two published maturities most closely corresponding to the Comparable Treasury Issue
shall be determined and the Adjusted Treasury Rate shall be interpolated or extrapolated from such
yields on a straight line basis, rounding to the nearest month) or (ii) if such release (or any
successor release) is not published during the week preceding the calculation date or does not
contain such yields, the rate per year equal to the semi-annual equivalent yield to maturity of the
Comparable Treasury Issue assuming a price for the Comparable Treasury Issue (expressed as a
percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption
Date, in each case calculated on the third Business Day preceding the Redemption Date, plus 0.50%.




          “Comparable Treasury Issue” means the United States Treasury security selected by the
Quotation Agent as having a maturity comparable to the remaining term from the Redemption Date to
the Stated Maturity of the Notes that would be utilized, at the time of selection and in accordance
with customary financial practice, in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of the Notes.




          “Comparable Treasury Price” means, with respect to any Redemption Date, if clause (ii) of the
definition of Adjusted Treasury Rate is applicable, the average of three, or such lesser number as
is obtained by the Company, Reference Treasury Dealer Quotations for such Redemption Date.




 









 








          “Quotation Agent” means the Reference Treasury Dealer selected by the Company.




          “Reference Treasury Dealer” means a primary U.S. Government securities dealer selected by the
Company.




          “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer
and any Redemption Date, the average, as determined by a Reference Treasury Dealer, of the bid and
asked prices for the Comparable Treasury Issue, expressed in each case as a percentage of its
principal amount, quoted in writing to the Company by such Reference Treasury Dealer at 5:00 p.m.,
New York City time, on the third Business Day preceding such Redemption Date.





	7.	 	Notice of Redemption





          If the Company is redeeming less than all the Notes at any time, the Trustee will select the
Notes to be redeemed using a method it considers fair and appropriate. Notice of redemption will
be mailed by first-class mail at least 30 days but not more than 60 days before the Redemption Date
to each Holder of Notes to be redeemed in accordance with Section 106 of the Indenture. Notes in
denominations larger than $1,000 principal amount may be redeemed in part but only in integral
multiples of $1,000. The Company will not know the exact Redemption Price until three Business
Days before the Redemption Date. Therefore, the notice of redemption will only describe how the
Redemption Price will be calculated. If money sufficient to pay the Redemption Price of and
accrued interest on all Notes (or portions thereof) to be redeemed on the Redemption Date is
deposited with the Paying Agent on or before the Redemption Date and certain other conditions are
satisfied, on and after such Redemption Date interest will cease to accrue on such Notes (or such
portions thereof) called for redemption.





	8.	 	Additional Notes





          The Company may, without the consent of the Holders of the Notes, create and issue Additional
Notes ranking equally with the Notes in all respects, including having the same CUSIP number, so
that such Additional Notes shall be consolidated and form a single series with the Notes and shall
have the same terms as to status, redemption or otherwise as the Notes. No Additional Notes may be
issued if an Event of Default has occurred and is continuing with respect to the Notes.





	9.	 	Denominations; Transfer; Exchange





          The Notes are in registered form without coupons in denominations of $1,000 principal amount
and integral multiples of $1,000. A Holder may transfer or exchange Notes in accordance with the
Indenture. The Security Registrar may require a Holder, among other things, to furnish appropriate
endorsements or transfer documents and to pay any taxes and fees required by law or permitted by
the Indenture. The Security Registrar need not register the transfer or exchange of any Notes
selected for redemption (except, in the case of a Note to be redeemed in part, the portion of the Note not
to be redeemed) for a period of 15 days before a selection of Notes to be redeemed.




 









 









	10.	 	Persons Deemed Owners





          The registered Holder of this Note may be treated as the owner of it for all purposes.





	11.	 	Unclaimed Money





          If money for the payment of principal or interest remains unclaimed for two years, the Trustee
or Paying Agent shall pay the money back to the Company at its request. After any such payment,
Holders entitled to the money must look only to the Company and not to the Trustee, the Paying
Agent or NiSource Inc., as guarantor, for payment.





	12.	 	Satisfaction and Discharge





          Under the Indenture, the Company can terminate its obligations with respect to the Notes not
previously delivered to the Trustee for cancellation when those Notes have become due and payable
or will become due and payable at their Stated Maturity within one year or are to be called for
redemption within one year under arrangements satisfactory to the Trustee for giving notice of
redemption. The Company may terminate its obligations with respect to the Notes by depositing with
the Trustee, as funds in trust dedicated solely for that purpose, an amount sufficient to pay and
discharge the entire indebtedness on the Notes. In that case, the Indenture will cease to be of
further effect and the Company’s obligations will be satisfied and discharged with respect to the
Notes (except as to the Company’s obligations to pay all other amounts due under the Indenture and
to provide certain Officers’ Certificates and Opinions of Counsel to the Trustee). At the expense
of the Company, the Trustee will execute proper instruments acknowledging the satisfaction and
discharge.





	13.	 	Amendment, Waiver





          Subject to certain exceptions set forth in the Indenture, (i) the Indenture and the Notes may
be amended with the written consent of the Holders of at least a majority in principal amount
outstanding of the Notes and (ii) any default or noncompliance with any provision may be waived
with the written consent of the Holders of a majority in principal amount outstanding of the Notes.
Subject to certain exceptions set forth in the Indenture, without the consent of any Holder, the
Company and the Trustee shall be entitled to amend the Indenture to cure any ambiguity, omission,
defect or inconsistency, or to evidence the succession of another Person as obligor under the
Indenture, or to add to the Company’s or NiSource Inc.’s covenants or to surrender any right or
power conferred on the Company or NiSource Inc. under the Indenture, or to add events of default,
or to secure the Notes, or to evidence or provide for the acceptance or appointment by a successor
Trustee or facilitate the administration of the trusts under the Indenture by more than one
trustee, or to effect assumption by NiSource Inc. or one of its Subsidiaries of the Company’s obligations under the Indenture, or to conform the
Indenture to any amendment of the Trust Indenture Act.




 









 









	14.	 	Defaults and Remedies





          Under the Indenture, Events of Default include: (i) default by the Company in the payment of
any interest upon any Note and the continuance of such default for 60 days; (ii) default by the
Company in the payment of principal of or any premium on any Note when due at Stated Maturity, on
redemption, by declaration or otherwise, and the continuance of such default for three Business
Days; (iii) default by the Company or NiSource Inc. in the performance of or breach of any covenant
or warranty in the Indenture and continuance of such default for 90 days after written notice to
the Company or NiSource Inc. from the Trustee or to the Company, NiSource Inc. and the Trustee from
the Holders of at least 33% in principal amount of the Outstanding Notes; (iv) default by the
Company or NiSource Capital Markets, Inc. under any bond, debenture, note or other evidence of
indebtedness for money borrowed by the Company or NiSource Capital Markets, Inc., or the Company or
NiSource Capital Markets, Inc. defaults under any mortgage, indenture or instrument under which
there may be issued, secured or evidenced indebtedness constituting a failure to pay in excess of
$50,000,000 of the principal or interest when due and payable, subject to certain cure rights; (v)
the guarantee by NiSource Inc. ceases to be in full force and effect or is disaffirmed or denied
(other than according to its terms), or is found to be unenforceable or invalid; or (vi) certain
events of bankruptcy, insolvency or reorganization of the Company, NiSource Capital Markets, Inc.
or NiSource Inc. If an Event of Default occurs and is continuing, the Trustee or the Holders of at
least 33% in principal amount of the Notes may declare all the Notes to be due and payable
immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in
the Notes being due and payable immediately upon the occurrence of such Events of Default.




          Holders may not enforce the Indenture or the Notes except as provided in the Indenture. The
Trustee may refuse to enforce the Indenture or the Notes unless it receives indemnity or security
satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of
the Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold
from Holders notice of any continuing default (except a default in payment of principal or
interest) if it determines that withholding notice is in the interest of the Holders.





	15.	 	Trustee Dealings with the Company





          Subject to certain limitations imposed by the Act, the Trustee under the Indenture, in its
individual or any other capacity, may become the owner or pledgee of Notes and may otherwise deal
with and collect obligations owed to it by the Company or its Affiliates and may otherwise deal
with the Company or its Affiliates with the same rights it would have if it were not Trustee.




 









 









	16.	 	No Recourse Against Others





          A director, officer, employee or stockholder, as such, of the Company, NiSource Inc. or the
Trustee shall not have any liability for any obligations of the Company under the Notes or the
Indenture, or any obligations of NiSource Inc. under the Security Guarantee or the Indenture, or
for any claim based on, in respect of or by reason of such obligations or their creation. By
accepting a Note, each Holder waives and releases all such liability. The waiver and release are
part of the consideration for the issue of the Notes and the Security Guarantee.





	17.	 	Authentication





          This Note shall not be valid until an authorized signatory of the Trustee (or an
Authenticating Agent) manually signs the certificate of authentication on the other side of this
Note.





	18.	 	Abbreviations





          Customary abbreviations may be used in the name of a Holder or an assignee, such as TEN COM
(=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint tenants with rights of
survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors
Act).





	19.	 	CUSIP, ISIN and Common Code Numbers





          Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification
Procedures, the Company has caused CUSIP numbers to be printed on the Notes and has directed the
Trustee to use CUSIP numbers in notices of redemption as a convenience to Holders. To the extent
such numbers have been issued, the Company has caused ISIN and Common Code numbers to be similarly
printed on the Notes and has similarly instructed the Trustee. No representation is made as to the
accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption
and reliance may be placed only on the other identification numbers placed thereon.





	20.	 	Governing Law.





          THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE
OF NEW YORK, WITHOUT GIVING EFFECT TO CONTRARY CONFLICT OF LAWS OR CHOICE OF LAWS PROVISIONS OF THE
STATE OF NEW YORK OR ANY OTHER JURISDICTION.




          The Company will furnish to any Holder upon written request and without charge to the Holder a
copy of the Indenture. Requests may be made to:




          NiSource Finance Corp.




          801 East 86th Avenue




          Merrillville, Indiana 46410




          Attention: Secretary




 









 








ASSIGNMENT FORM



To assign this Note, fill in the form below:



I or we assign and transfer this Note to




	 	 	 
	 
	 
	 	 
	 
	 	 
	 
	(Print or type assignee’s name, address and zip code)







	 	 	 	 	 
	 
	 

	 	 

(Insert assignee’s soc. sec. or tax I.D. No.)
	 	 





and irrevocably appoint                                          agent to transfer this Note on the books of the Company. The agent may
substitute another to act for him.




	 	 	 	 	 	 	 	 	 
	Date:

	 	 	 	 
	 	Your Signature:	 	 
	 

	 	 
	 	 	 	 






	 	 	 
	 
	 

	 	 
	 

	 	Sign exactly as your name appears on the
other side of this Note.






Signature Guarantee:




	 	 	 	 	 
	 
	 

Signature must be guaranteed

	 	  
	 	 

Signature





Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of
the Security Registrar, which requirements include membership or participation in the Security
Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be
determined by the Security Registrar in addition to, or in substitution for, STAMP, all in
accordance with the Securities Exchange Act of 1934, as amended.




 










 








SECURITY GUARANTEE




          NiSource Inc. irrevocably and unconditionally guarantees the Obligations of NiSource Finance
Corp., an Indiana corporation (the “Company”) under the 10.75% Notes due 2016 (the “Notes”) of the
Company, including that (i) the principal of, premium, if any, and interest on the Notes shall be
promptly paid in full when due, whether at Stated Maturity, by acceleration, redemption or
otherwise, and interest on the overdue principal of, premium, if any, and interest on the Notes, if
lawful, and all other Obligations of the Company to the Holders or the Trustee shall be promptly
paid in full or performed, and (ii) in case of any extension of time of payment or renewal of any
Notes or any such other Obligations, that the same will be promptly paid in full when due or
performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by
acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance
so guaranteed, NiSource Inc. shall be obligated to pay or perform the same immediately.




          The obligations of NiSource Inc. to the Holders and to the Trustee pursuant to this Security
Guarantee and the Indenture are expressly set forth in Article Fifteen of the Indenture, and
reference is hereby made to such Indenture for the precise terms of this Security Guarantee.




          No stockholder, employee, officer, director or incorporator, as such, past, present or future,
of NiSource Inc. shall have any liability under this Security Guarantee by reason of his or its
status as such stockholder, employee, officer, director or incorporator.




          This Security Guarantee shall remain in full force and effect and continue notwithstanding any
petition filed by or against the Company for liquidation or reorganization.




          This Security Guarantee shall not be valid or obligatory for any purpose until the certificate
of authentication on the Note upon which this Security Guarantee is noted shall have been executed
by the Trustee under the Indenture by the manual signature of one of its authorized officers.




          THE TERMS OF ARTICLE FIFTEEN OF THE INDENTURE ARE INCORPORATED HEREIN BY REFERENCE.




 









 








          Capitalized terms used herein have the same meanings given in the Indenture unless otherwise
indicated.




	 	 	 	 	 
	 	 	NISOURCE INC.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:
	 	David J. Vajda
	 

	 	Title:
	 	Vice President and Treasurer
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:
	 	Stephen P. Smith
	 

	 	Title:
	 	Executive Vice President and Chief

Financial Officer