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.
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:
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1.
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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:
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1.1.
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Section 1.01
of the Credit is amended
to insert alphabetically therein the following defined
term:
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“
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.
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1.2.
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Section 8.01(h)
of the Credit Agreement
is amended to delete clause (ii ) thereof in its entirety
and to substitute the following therefor:
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(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
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2.
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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.
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3.
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Representations and Warranties of
the Borrower and the Guarantor . Each of the Borrower and the
Guarantor hereby represents and warrants as follows:
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(a)
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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
Borr
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