Item 1.01 Entry into a Material Definitive Agreement.
On March 4, 2009, NiSource Inc. (the "Company"), NiSource Finance Corp., an Indiana corporation and wholly owned subsidiary of the Company ("NiSource Finance"), and Citigroup Global Markets Inc., J.P. Morgan Securities Inc., and Wachovia Capital Markets, LLC, acting for themselves and as representatives of the other several underwriters, entered into a Terms Agreement with respect to the offering and sale of unsecured and unsubordinated notes, consisting of $600,000,000 aggregate principal amount of the Company's 10.75% Notes due 2016 (the "Notes") under the Company's and NiSource Finance's Registration Statement on Form S-3 (File Nos. 333-148239 and 333-148239-01). The Terms Agreement incorporates by reference an Underwriting Agreement dated May 15, 2008 of the Company with respect to common stock, preferred stock and guarantees of debt securities and NiSource Finance with respect to debt securities (as filed with the Securities and Exchange Commission on May 20, 2008). The sale closed on March 9, 2009. The Notes were issued pursuant to an Indenture dated as of November 14, 2000 (as supplemented, the "Indenture") among the Company, NiSource Finance and The Bank of New York Mellon, as successor in interest to JPMorgan Chase Bank, N.A., formerly known as The Chase Manhattan Bank, as trustee (as filed with the Securities and Exchange Commission on November 17, 2000). The form of the 10.75% Notes due 2016 is filed as Exhibit 4.1, to this Current Report on Form 8-K, and is hereby incorporated by reference herein. Item 9.01 Financial Statements and Exhibits. Exhibit Description

4.1 Form of the 10.75% Notes due 2016.

---