Nisource Inc/De Sample Contracts

Nisource Inc. – Contract (August 12th, 2019)

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 INC. OR ITS 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.

Nisource Inc. – Media Investors Ken Stammen Randy Hulen Sara Macioch Corporate Media Relations VP, Investor Relations & Treasurer Manager, Investor Relations (614) 460-5544 (219) 647-5688 (614) 460-4789 kstammen@nisource.com rghulen@nisource.com smacioch@nisource.com (July 31st, 2019)

MERRILLVILLE, Ind. - NiSource Inc. (NYSE: NI) today announced, on a GAAP basis, net income to common shareholders for the three months ended June 30, 2019, of $283.1 million, or $0.76 per share, compared to net income to common shareholders of $23.2 million, or $0.07 per share, for the same period of 2018. For the six months ended June 30, 2019, NiSource's net income available to common shareholders was $488.2 million, or $1.31 per share, compared to $299.3 million, or $0.86 per share, for the same period of 2018.

Nisource Inc/De – STATE OF DELAWARE CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NISOURCE INC. (May 8th, 2019)

NiSource Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify:

Nisource Inc/De – Media Investors Ken Stammen Randy Hulen Sara Macioch Corporate Media Relations VP, Investor Relations & Treasurer Manager, Investor Relations (614) 460-5544 (219) 647-5688 (614) 460-4789 kstammen@nisource.com rghulen@nisource.com smacioch@nisource.com (May 1st, 2019)

MERRILLVILLE, Ind. - NiSource Inc. (NYSE: NI) today announced, on a GAAP basis, net income to common shareholders for the three months ended March 31, 2019, of $205.1 million, or $0.55 per share, compared to net income to common shareholders of $276.1 million, or $0.82 per share, for the same period of 2018.

Nisource Inc/De – AMENDED AND RESTATED TERM LOAN AGREEMENT Dated as of April 17, 2019 among NISOURCE INC., as Borrower, THE LENDERS PARTY HERETO, and MUFG BANK, LTD., as Administrative Agent, MUFG BANK, LTD., as Sole Lead Arranger and Sole Bookrunner (April 17th, 2019)

AMENDED AND RESTATED TERM LOAN AGREEMENT, dated as of April 17, 2019 (as amended, restated, supplemented or otherwise modified pursuant to the terms hereof, this “Agreement”), among NISOURCE INC., a Delaware corporation (the “Borrower”), MUFG BANK, LTD., as administrative agent for the lenders hereunder (in such capacity, the “Administrative Agent”), and the lenders from time to time party hereto.

Nisource Inc/De – Media Investors Ken Stammen Randy Hulen Sara Macioch Corporate Media Relations VP, Investor Relations & Treasurer Manager, Investor Relations (614) 460-5544 (219) 647-5688 (614) 460-4789 kstammen@nisource.com rghulen@nisource.com smacioch@nisource.com (February 20th, 2019)

MERRILLVILLE, Ind. - NiSource Inc. (NYSE: NI) today announced, on a GAAP basis, a net loss to common shareholders for the three months ended December 31, 2018, of $19.8 million, or $0.05 per share, compared to a net loss to common shareholders of $52.4 million, or $0.16 per share, for the same period of 2017. For the twelve months ended December 31, 2018, NiSource's net loss to common shareholders was $65.6 million, or $0.18 per share, compared to net income available to common shareholders of $128.5 million, or $0.39 per share, for the same period of 2017.

Nisource Inc/De – FIFTH AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT among NISOURCE INC., as Borrower, THE LENDERS PARTY HERETO, BARCLAYS BANK PLC, as Administrative Agent, CITIBANK, N.A. and MUFG BANK, LTD., as Co-Syndication Agents, CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH. JPMORGAN CHASE BANK, N.A. and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Co-Documentation Agents BARCLAYS BANK PLC CITIBANK, N.A., MUFG BANK, LTD. CREDIT SUISSE LOAN FUNDING LLC JPMORGAN CHASE BANK, N.A. and WELLS FARGO SECURITIES, LLC, Joint Lead Arrangers and Joint Bookrunners Dated as of February 20, 2019 (February 20th, 2019)

FIFTH AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT, dated as of February 20, 2019 (this “Agreement”), among NISOURCE INC., a Delaware corporation, as Borrower (the “Borrower”), 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”).

Nisource Inc/De – NiSource Inc. 2010 Omnibus Incentive Plan (February 20th, 2019)

This Performance Share Award Agreement (the “Agreement”) is made and entered into as of _______________ (the “Grant Date”), by and between NiSource Inc., a Delaware corporation (the “Company”), and __________________ an Employee of the Company (the “Grantee”), pursuant to the terms of the NiSource Inc. 2010 Omnibus Incentive Plan, as amended (the “Plan”). Any term capitalized but not defined in this Agreement shall have the meaning set forth in the Plan.

Nisource Inc/De – AMENDED AND RESTATED DEPOSIT AGREEMENT among NISOURCE INC., COMPUTERSHARE INC. AND COMPUTERSHARE TRUST COMPANY, N.A. and THE HOLDERS FROM TIME TO TIME OF THE DEPOSITARY RECEIPTS DESCRIBED HEREIN Dated as of December 27, 2018 (December 27th, 2018)

AMENDED AND RESTATED DEPOSIT AGREEMENT dated as of December 27, 2018, among (i) NISOURCE INC., a Delaware corporation, (ii) COMPUTERSHARE INC., a Delaware corporation, and its wholly owned subsidiary, COMPUTERSHARE TRUST COMPANY, N.A., a federally chartered trust company, and (iii) the holders from time to time of the Receipts described herein.

Nisource Inc/De – CERTIFICATE OF DESIGNATIONS of SERIES B-1 PREFERRED STOCK of NISOURCE INC. (Pursuant to Section 151 of the Delaware General Corporation Law) (December 27th, 2018)

NiSource Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (hereinafter called the “Corporation”), in accordance with the provisions of Sections 103 and 151 thereof, does hereby certify that:

Nisource Inc/De – CERTIFICATE OF DESIGNATIONS of 6.50% SERIES B FIXED-RATE RESET CUMULATIVE REDEEMABLE PERPETUAL PREFERRED STOCK of NISOURCE INC. (Pursuant to Section 151 of the Delaware General Corporation Law) (December 6th, 2018)

NiSource Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (hereinafter called the “Corporation”), in accordance with the provisions of Sections 103 and 151 thereof, does hereby certify that:

Nisource Inc/De – DEPOSIT AGREEMENT among NISOURCE INC., COMPUTERSHARE INC. AND COMPUTERSHARE TRUST COMPANY, N.A. and THE HOLDERS FROM TIME TO TIME OF THE DEPOSITARY RECEIPTS DESCRIBED HEREIN Dated as of December 5, 2018 (December 6th, 2018)

DEPOSIT AGREEMENT dated as of December 5, 2018, among (i) NISOURCE INC., a Delaware corporation, (ii) COMPUTERSHARE INC., a Delaware corporation, and its wholly owned subsidiary, COMPUTERSHARE TRUST COMPANY, N.A., a federally chartered trust company, and (iii) the holders from time to time of the Receipts described herein.

Nisource Inc/De – CERTIFICATE OF DESIGNATIONS of 6.50% SERIES B FIXED-RATE RESET CUMULATIVE REDEEMABLE PERPETUAL PREFERRED STOCK of NISOURCE INC. (Pursuant to Section 151 of the Delaware General Corporation Law) (November 29th, 2018)

NiSource Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (hereinafter called the “Corporation”), in accordance with the provisions of Sections 103 and 151 thereof, does hereby certify that:

Nisource Inc/De – NISOURCE INC. UNDERWRITING AGREEMENT (November 29th, 2018)
Nisource Inc/De – To: NiSource Inc. From: [Dealer] Re: Issuer Share Forward Sale Transactions Date: November [ ], 2018 (November 1st, 2018)

The purpose of this communication (this “Master Confirmation”) is to set forth the terms and conditions of the transactions to be entered into from time to time between [ ] (“Dealer”)[, through its agent [ ] (the “Agent”),] and NiSource Inc. (“Counterparty”) in accordance with the terms of the Equity Distribution Agreement, dated as of November [ ], 2018 (the “Equity Distribution Agreement”), among [ ], as manager, Dealer[, through the Agent,] and Counterparty on the Trade Dates specified herein (collectively, the “Transactions” and, each, a “Transaction”). This communication constitutes a “Confirmation” as referred to in the Agreement specified below. Each Transaction will be evidenced by a supplemental confirmation (each, a “Supplemental Confirmation”) substantially in the form of Exhibit A hereto and a pricing report furnished by Dealer pursuant thereto (each, a “Pricing Report”) substantially in the form of Exhibit B hereto. Each such Supplemental Confirmation and Pricing Report, t

Nisource Inc/De – NISOURCE INC. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (November 1st, 2018)

It is intended that the Plan be exempt from the reporting and disclosure requirements of Title I of the Employee Retirement Income Security Act of 1974 because it is an unfunded plan maintained by an employer for the purpose of providing benefits for a select group of management or highly compensated employees.

Nisource Inc/De – Media Investors Ken Stammen Randy Hulen Sara Macioch Corporate Media Relations Vice President, Investor Relations Manager, Investor Relations (614) 460-5544 (219) 647-5688 (614) 460-4789 kstammen@nisource.com rghulen@nisource.com smacioch@nisource.com (November 1st, 2018)

MERRILLVILLE, Ind. - NiSource Inc. (NYSE: NI) today announced, on a GAAP basis, a net loss available to common shareholders for the three months ended September 30, 2018, of $345.1 million, or $0.95 per share, compared to net income available to common shareholders of $14.0 million, or $0.04 per share, for the same period of 2017. For the nine months ended September 30, 2018, NiSource's net loss available to common shareholders was $45.8 million, or $0.13 per share, compared to net income available to common shareholders of $180.9 million, or $0.55 per share, for the same period of 2017.

Nisource Inc/De – NISOURCE INC. COMMON STOCK, PAR VALUE $0.01 PER SHARE EQUITY DISTRIBUTION AGREEMENT November 1, 2018 (November 1st, 2018)

NiSource Inc., a Delaware corporation (the “Company”), proposes to issue and sell from time to time shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (i) to or through [•], as sales agent (the “Manager”) or (ii) in connection with one or more Confirmations (as hereinafter defined) entered into with [•] (the “Forward Purchaser”), in each case on the terms set forth in this equity distribution agreement (this “Agreement”). The shares of common stock, par value $0.01 per share, of the Company to be outstanding after giving effect to the sales contemplated hereby are hereinafter referred to as the “Common Stock”.

Nisource Inc/De – PENSION RESTORATION PLAN FOR NISOURCE INC. AND AFFILIATES As Amended and Restated Effective August 10, 2017 (November 1st, 2018)
Nisource Inc/De – ARTICLE I BACKGROUND AND PURPOSE 1 1.1. Background 1 1.2. Purpose 2 ARTICLE II DEFINITIONS 2 2.1. Account 2 2.2. Affiliate 2 2.3. Basic Plan 3 2.4. Beneficiary 3 2.5. Benefits Committee 3 2.6. Board 3 2.7. Code 3 2.8. Company 3 2.9. Compensation 3 2.10. DCP 3 2.11. Disability 3 2.12. Effective Date. 3 2.13. Eligible Employee 3 2.14. Employer 4 2.15. ERISA 4 2.16. In-Service Withdrawal 4 2.17. Limits 4 2.18. ONC Committee 4 2.19. Participant 4 2.20. Plan 4 2.21. Plan Administrator 4 2.22. Plan Year 4 2.23. Post-2004 Account 4 2.24. Pre-2005 Account 4 2.25. Separation from Service 4 2.26. Specif (November 1st, 2018)
Nisource Inc/De – NISOURCE INC. PURCHASE AGREEMENT 3.650% Senior Notes due 2023 Purchase Agreement (June 12th, 2018)
Nisource Inc/De – NISOURCE INC. PURCHASE AGREEMENT 400,000 Shares 5.650% Series A Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Stock, liquidation preference $1,000 per share Purchase Agreement (June 12th, 2018)
Nisource Inc/De – CERTIFICATE OF DESIGNATIONS of 5.65% SERIES A FIXED-RATE RESET CUMULATIVE REDEEMABLE PERPETUAL PREFERRED STOCK of NISOURCE INC. (Pursuant to Section 151 of the Delaware General Corporation Law) (June 12th, 2018)

NiSource Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (hereinafter called the “Corporation”), in accordance with the provisions of Sections 103 and 151 thereof, does hereby certify that:

Nisource Inc/De – REGISTRATION RIGHTS AGREEMENT (June 12th, 2018)

This REGISTRATION RIGHTS AGREEMENT dated June 11, 2018 (this “Agreement”) is entered into by and among NiSource Inc., a Delaware corporation (the “Company”), and Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and MUFG Securities Americas Inc., as representatives (the “Representatives”) of the several initial purchasers named in Schedule I to the Purchase Agreement (as defined below) (the “Initial Purchasers”).

Nisource Inc/De – Contract (June 12th, 2018)

THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of June 11, 2018, between NiSource Inc., a Delaware corporation (the “Company”), 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 November 14, 2000 among NiSource Finance Corp., an Indiana corporation, the Company and The Chase Manhattan Bank, as original trustee (as supplemented, the “Indenture”).

Nisource Inc/De – REGISTRATION RIGHTS AGREEMENT (June 12th, 2018)

This REGISTRATION RIGHTS AGREEMENT dated June 11, 2018 (this “Agreement”) is entered into by and among NiSource Inc., a Delaware corporation (the “Company”), and Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and MUFG Securities Americas Inc., as representatives (the “Representatives”) of the several initial purchasers named in Schedule I to the Purchase Agreement (as defined below) (the “Initial Purchasers”).

Nisource Inc/De – COMMON STOCK SUBSCRIPTION AGREEMENT by and among NISOURCE INC. and THE PURCHASERS NAMED ON SCHEDULE A HERETO (May 2nd, 2018)

This COMMON STOCK SUBSCRIPTION AGREEMENT, dated as of May 2, 2018 (this “Agreement”), is by and among NISOURCE INC., a Delaware corporation (the “Company”), and each of the purchasers listed on Schedule A hereof (each a “Purchaser” and collectively, the “Purchasers”).

Nisource Inc/De – REGISTRATION RIGHTS AGREEMENT BY AND AMONG NISOURCE INC. AND THE PURCHASERS (May 2nd, 2018)

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of May 2, 2018, by and among NiSource Inc., a Delaware corporation (the “Company”), and each of the Persons set forth on Schedule A to the Common Stock Subscription Agreement (as defined below) (each, a “Purchaser” and collectively, the “Purchasers”).

Nisource Inc/De – Contract (May 2nd, 2018)

Second SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of February 12, 2018, between Northern Indiana Public Service Company, an Indiana corporation (the “Company”), 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 March 1, 1988 (as supplemented, the “Indenture”) between the Company and Manufacturers Hanover Trust Company, as original trustee (the “Original Trustee”).

Nisource Inc/De – TERM LOAN AGREEMENT Dated as of April 18, 2018 among NISOURCE INC., as Borrower, THE LENDERS PARTY HERETO, and MUFG BANK, LTD., as Administrative Agent, MUFG BANK, LTD., as Sole Lead Arranger and Sole Bookrunner (April 19th, 2018)

TERM LOAN AGREEMENT, dated as of April 18, 2018 (as amended, restated, supplemented or otherwise modified pursuant to the terms hereof, this “Agreement”), among NISOURCE INC., a Delaware corporation (the “Borrower”), MUFG BANK, LTD., as administrative agent for the lenders hereunder (in such capacity, the “Administrative Agent”), and the lenders from time to time party hereto.

Nisource Inc/De – Media Investors Ken Stammen Randy Hulen Sara Macioch Manager, Communications Vice President, Investor Relations Manager, Investor Relations (614) 460-5544 (219) 647-5688 (614) 460-4789 kstammen@nisource.com rghulen@nisource.com smacioch@nisource.com (February 20th, 2018)

MERRILLVILLE, Ind. - NiSource Inc. (NYSE: NI) today announced, on a GAAP basis, income from continuing operations for the twelve months ended December 31, 2017 of $128.6 million, or $0.39 per share, compared to $328.1 million, or $1.02 per share, for the same period of 2016.

Nisource Inc/De – NiSource Inc. 2010 Omnibus Incentive Plan Performance Share Award Agreement (February 20th, 2018)

This Performance Share Award Agreement (the “Agreement”), is made and entered into as of [__________] (the “Date of Grant”), by and between NiSource Inc., a Delaware corporation (the “Company”), and [________], an Employee of the Company (the “Grantee”).

Nisource Inc/De – NiSource Inc. 2010 Omnibus Incentive Plan 2018 Restricted Stock Unit Award Agreement (February 20th, 2018)

This Restricted Stock Unit Award Agreement (the “Agreement”), is made and entered into as of [________] (the “Date of Grant”), by and between NiSource Inc., a Delaware corporation (the “Company”), and [________], an Employee of the Company (the “Grantee”).

Nisource Inc/De – NISOURCE INC. AMENDED AND RESTATED BYLAWS As amended and restated through January 26, 2018 (January 26th, 2018)

The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization and the words “Corporate Seal, Delaware.” The seal may be used by causing it or a facsimile thereof to be impressed or affixed or otherwise reproduced.

Nisource Inc/De – Contract (December 1st, 2017)

THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of November 30, 2017, 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 Capital Markets, Inc., an Indiana corporation formerly known as NIPSCO Capital Markets, Inc. (“NiSource Capital Markets”), NiSource, as successor to NIPSCO Industries, Inc., and The Chase Manhattan Bank, as original trustee (as supplemented, the “Indenture”).