Pricing Grid
EXHIBIT A
Form of Assignment and Assumption
EXHIBIT B
Form of Opinion of Schiff Hardin LLP
EXHIBIT C
Revolving Loan Borrowing Request
EXHIBIT D
[Reserved]
EXHIBIT E
Letter of Credit Extension Request
EXHIBIT F
Form of Revolving Note
EXHIBIT G
Interest Election Request
EXHIBIT H
Prepayment Notice
EXHIBIT I-1
Form of U.S. Tax Certificate (Foreign Lenders That Are Not Partnerships)
EXHIBIT I-2
Form of U.S. Tax Certificate (Foreign Participants That Are Not Partnerships)
EXHIBIT I-3
Form of U.S. Tax Certificate (Foreign Participants That Are Partnerships)
EXHIBIT I-4
Form of U.S. Tax Certificate (Foreign Lenders That Are Partnerships)
EXHIBIT J
Form of Increasing Lender Supplement
EXHIBIT K
Form of Augmenting Lender Supplement
SCHEDULE 2.01
Lenders and Commitments
SCHEDULE 2.04
Existing Letters of Credit
SCHEDULE 6.01(e)
Existing Agreements
iii
FOURTH AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT, dated as of November 28,
2016 (this "Agreement"), among NISOURCE FINANCE CORP., an Indiana corporation,
as Borrower (the "Borrower"), NISOURCE INC., a Delaware corporation
("NiSource"), as Guarantor (the "Guarantor"), the Lead Arrangers and other
Lenders from time to time party hereto, the Co-Documentation Agents party
hereto, the Co-Syndication Agents party hereto and BARCLAYS BANK PLC, as
administrative agent for the Lenders hereunder (in such capacity, the
"Administrative Agent").
WITNESSETH:
WHEREAS, the Borrower, the Guarantor, certain Lenders and the Administrative
Agent are parties to the Existing Credit Agreement (as defined herein) pursuant
to which, among other things, the Lenders agreed to enter, subject to the terms
and conditions set forth therein, into a revolving credit facility in an
aggregate amount of $1,500,000,000; and
WHEREAS, the parties hereto have agreed to amend and restate the Existing Credit
Agreement pursuant to the terms and conditions of this Agreement;
NOW, THEREFORE, the parties hereto hereby agree as follows:
ARTICLE I
DEFINITIONS
SECTION 1.01. Defined Terms. As used in this Agreement, the following terms have
the meanings specified below:
"ABR", when used in reference to any Loan or Borrowing, refers to whether such
Loan is, or the Loans comprising such Borrowing are, bearing interest at a rate
determined by reference to the Alternate Base Rate.
"Act" means the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law
October 26, 2001)).
"Additional Commitment Lender" has the meaning assigned to such term in
Section 2.21(d).
"Administrative Questionnaire" means an Administrative Questionnaire in a form
supplied by the Administrative Agent.
"Affiliate" means, with respect to a specified Person, another Person that
directly, or indirectly through one or more intermediaries, Controls or is
Controlled by or is under common Control with the Person specified.
"Agent Party" has the meaning assigned to such term in Section 11.01(h).
"Aggregate Commitments" means the aggregate amount of the Commitments of all
Lenders, as in effect from time to time. As of the date hereof, the Aggregate
Commitments equal $1,850,000,000.
"Alternate Base Rate" means, for any day, a rate per annum equal to the greatest
of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective
Rate in effect