Exhibit 10.1
Execution Version
FOURTH SUPPLEMENTAL INDENTURE
FOURTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of December 18, 2023, between NiSource Inc., a Delaware corporation (“NiSource”), and The Bank of New York Mellon, a New York banking corporation, not in its individual capacity but solely as successor trustee (the “Trustee”) under the Indenture dated as of February 14, 1997 among NiSource Inc. successor to NiSource Capital Markets, Inc., an Indiana corporation formerly known as NIPSCO Capital Markets, Inc. and successor to NIPSCO Industries, Inc., and The Chase Manhattan Bank, as original trustee (as supplemented, the “Indenture”).
W I T N E S S E T H:
WHEREAS, NiSource (as successor to NiSource Capital Markets, Inc. and NIPSCO Industries, Inc.) executed and delivered to the Trustee (as successor in interest to JPMorgan Chase Bank, N.A., formerly known as The Chase Manhattan Bank) the Indenture in order to provide for the issuance from time to time of unsecured debentures, notes or other evidences of indebtedness (collectively, the “Securities”), to be issued in one or more series under the Indenture in an unlimited aggregate principal amount, which may be authenticated and delivered as provided in the Indenture;
WHEREAS, NiSource has received the written consent of the Holders of a majority in aggregate amount of Outstanding 7.99% Medium-Term Notes due 2027 (CUSIP No. 65463PBA4) and the Holders of a majority in aggregate amount of Outstanding 6.78% Senior Notes due 2027 (CUSIP No. 654638AB1) to, among other things, approve certain amendments (the “Amendments”) to the Indenture which are set forth in this Supplemental Indenture;
WHEREAS, the execution and delivery of this Supplemental Indenture has been duly authorized by the Board of Directors of NiSource, and all things necessary to make this Supplemental Indenture a valid, binding and legal instrument according to its terms have been done;
WHEREAS, pursuant to Section 902 of the Indenture, with the consent of a specified percentage of Holders of Outstanding Securities and upon the satisfaction of the other conditions set forth in Section 9.02, the Trustee is authorized to execute and deliver this Supplemental Indenture; and
WHEREAS, NiSource has requested and hereby requests that the Trustee, join with the NiSource in the execution of this Supplemental Indenture.
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, NiSource and the Trustee mutually covenant and agree for the benefit of each other and the equal and ratable benefit of the Holders of Securities as follows:
ARTICLE 1
DEFINITIONS
Section 1.1 Defined Terms. As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recitals hereto are used as so defined. The words “herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.
ARTICLE 2
CORPORATE EXISTENCE
Section 2.1. SECTION 1005 of the Indenture shall be deleted in its entirety and replaced with the following:
“SECTION 1005. Corporate Existence.
Subject to Article Eight, the Company will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence and its rights (charter and statutory) and franchises.
