EXHIBIT 99.3
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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.: 1 $250,000,000
CUSIP No.: 65473Q AN 3
ISIN No.: US65473QAN34
3.20% Notes due 2006
NiSource Finance Corp., an Indiana corporation, promises to
pay to Cede & Co, or registered assigns, the principal sum of Two
Hundred Fifty Million Dollars on November 1, 2006.
Interest Payment Dates: May 1 and November 1
Record Dates: April 15 and October 15
Additional provisions of this Note are set forth on the
other side of this Note.
Dated: November 4, 2003
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.
JPMORGAN CHASE BANK,
as Trustee
By: ________________________________
Authorized Officer
3.20% Notes due 2006
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 May
1 and November 1 of each year, commencing May 1, 2004. 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 November 4, 2003.
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.
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 April 15 or October 15 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 JPMorgan Chase Bank (formerly, 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 October 30, 2003 (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) 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 0.20%.
"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 Trustee, Reference Treasury Dealer Quotations for such
Redemption Date.
"Quotation Agent" means the Reference Treasury Dealer
selected by the Trustee after consultation with 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
Trustee 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 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 3.20% Notes due 2006 (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: Jeffrey W. Grossman
Title: Vice President and Controller