NiSource Capital Markets, Inc.
Puttable Reset Securities (PURS) due 2010
Purchase Agreement
September 13, 2000
Reference is made to the Puttable Reset Securities (PURS) due
2010 (the "Bonds") of NiSource Capital Markets, Inc., an Indiana corporation
(the "Company"), the Calculation Agency Agreement, dated September 23, 1999 (the
"Calculation Agency Agreement"), between the Company and Goldman, Sachs & Co.
("Goldman") and Barclays Bank PLC ("Barclays" and, collectively with Goldman,
the "Sellers") and the Support Agreement, dated as of April 4, 1989, as amended
as of May 15, 1989, December 10, 1990 and February 14, 1991 (the "Support
Agreement"), between the Company and NiSource Inc. ("NiSource"). Capitalized
terms used and not otherwise defined herein shall have the meanings assigned to
them in the Bonds.
Goldman intends to give notice of the Call Option Holders'
intention to purchase the outstanding Bonds pursuant to Section 3 of the Bonds.
Subject to the terms and conditions herein set forth and to the satisfaction of
all conditions to the obligations of the Sellers to purchase the Bonds pursuant
to Section 3 of the Bonds, the Company agrees to purchase from each of the
Sellers, and each of the Sellers agrees, severally and not jointly, to sell to
the Company, at a purchase price of $81,096,825 per $80,000,000 principal amount
of the Bonds.
The Bonds to be purchased by the Company hereunder are
represented by one or more definitive global securities in book-entry form which
have been deposited by or on behalf of the Company with The Depository Trust
Company ("DTC") or its designated custodian. The Sellers will deliver the Bonds
to the Company, against payment by or on behalf of the Company of the purchase
price therefor by wire transfer of Federal (same-day) funds to the accounts
specified at least forty-eight hours in advance by the Sellers to the Company,
by causing DTC to credit the Bonds to the account specified by the Company at
DTC. The time and date of such delivery and payment shall be 9:30 A.M., New York
City time, on September 28, 2000 or such other time and date as the Sellers and
the Company may agree upon in writing. Such time and date are herein called the
"Time of Delivery".
It is understood and agreed that the Call Option Holders'
purchase of the Bonds pursuant to the Call Option and resale of the Bonds to the
Company as provided above will not constitute a Failed Remarketing or Market
Disruption Event and that Goldman is not obligated to take any other action
pursuant to the Calculation Agency Agreement, including, without limitation,
resetting the interest rate on and remarketing the Bonds as contemplated by
Section 5 of the Bonds; provided that the Company shall remain obligated to make
all payments of principal of and any premium and interest on the Bonds. Subject
to the foregoing, in the event that prior to the Time of Delivery Goldman, on
behalf of the Call Option Holders, becomes entitled to demand and demands that
the Company pay the Call Option Holders the Call Option Termination Amount
pursuant to Section 3 of the Bonds, the Sellers shall have no obligation to sell
the Bonds to the Company and upon payment of the Call Option Termination Amount
by the Company, the Call Option will terminate and the Put Option will be deemed
to have been exercised.
Subject to the foregoing, the rights and obligations of the
parties to the Calculation Agency Agreement pursuant to such agreement shall
remain in full force and effect, including, without limitation, the indemnity,
reimbursement and exculpation provisions of Section 3 of such agreement, which
are hereby agreed to extend to and cover any and all loss, liability, damage,
claims or expense (including the costs and expenses, including reasonable legal
fees and expenses, of defending against any claim of liability) incurred by
Goldman that arises out of or in connection with the transactions contemplated
hereby.
The payment obligations of the Company hereunder will be
entitled to the benefits of the Support Agreement, which shall be deemed to
provide for the payment of the purchase price of the Bonds hereunder by NiSource
at the Time of Delivery as provided above in the event of a default by the
Company.
Goldman and Barclays hereby agree that notwithstanding Section
4(c) of the Agreement, dated as of September 23, 1999 (the "Goldman-Barclays
Agreement"), between Goldman and Barclays, the time and date of delivery and
payment with respect to the 10-year U.S. Treasury Bonds to be sold by Goldman to
Barclays and purchased by Barclays from Goldman pursuant to the Goldman-Barclays
Agreement shall be 3:00 P.M., New York City time, on September 14, 2000 or such
other time and date as Goldman and Barclays may agree in writing and the Risk
Equivalent Amount and Purchase Price (both as defined in Section 4(a) of the
Goldman-Barclays Agreement) shall be determined as of September 13, 2000.
Subject to the foregoing, the provisions of the Goldman-Barclays Agreement,
including, without limitation, the exculpation and indemnification provisions of
Section 6 thereof, shall remain in full force and effect and shall be deemed to
apply to the transactions contemplated hereby.
This Agreement shall be governed by and construed in
accordance with the laws of the State of New York.
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IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be signed on its behalf by its duly authorized officers, all as of
the day and year first above written.
NISOURCE CAPITAL MARKETS, INC.
By: /s/ Francis P. Girot
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Name: Francis P. Girot
Title: Treasurer
NISOURCE INC.
By: /s/ Stephen P. Adik
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Name: Stephen P. Adik
Title: Senior Executive Vice President
/s/ Goldman, Sachs & Co.
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(GOLDMAN, SACHS & CO.)
BARCLAYS BANK PLC
By: /s/ Thomas G. Voorhees
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Name: Thomas G. Voorhees
Title: Director
