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EXHIBIT 4.4
December 14, 2000
Credit Suisse First Boston Corporation
Eleven Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Dear Sirs:
Reference is made to the Registration Rights Agreement, dated November
9, 2000, among NiSource Finance Corp., an Indiana corporation (the "Company"),
NiSource, Inc., a Delaware corporation (together with the Company, the
"Issuers"), and Credit Suisse First Boston Corporation ("Credit Suisse First
Boston") and the several initial purchasers named in Schedule A thereto (the
"Registration Rights Agreement"). Capitalized terms used but not defined in this
letter amendment shall have the meanings ascribed thereto in the Registration
Rights Agreement.
Credit Suisse First Boston and the Issuers hereby agree that the
$150,000,000 aggregate principal amount of the Company's 7 5/8% Notes due 2005,
which are being purchased by Credit Suisse First Boston pursuant to a Terms
Agreement dated the date hereof (the "Additional Securities"), shall be subject
to all the terms and provisions of the Registration Rights Agreement as though
the Additional Securities were Initial Securities thereunder, and that the
holders of the Additional Securities shall be entitled to all rights and
benefits to which the holders of the Initial Securities are entitled under the
Registration Rights Agreement, as though the Additional Securities had been sold
by the Company on the same date as the Initial Securities were sold by the
Company.
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If the foregoing is in accordance with your understanding of our
agreement, please sign and return to the Issuers a counterpart hereof, whereupon
this instrument, along with all counterparts, will become a binding agreement
among the Credit Suisse First Boston and the Issuers in accordance with its
terms.
Very truly yours,
NISOURCE INC.
By /s/ XXXXXXX X. ADIK
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Name: Xxxxxxx X. Adik
Title: Vice Chairman
NISOURCE FINANCE CORP.
By /s/ XXXXXXX X. ADIK
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Name: Xxxxxxx X. Adik
Title: Vice President
The foregoing agreement is hereby
confirmed and accepted as of the
date first above written.
Credit Suisse First Boston Corporation
By /s/ XXXXXX X. XXXXXXX
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Name: Xxxxxx X. Xxxxxxx
Title: Director
