Filed by Bowne Pure Compliance





Exhibit
10.1




EXECUTION COPY




TRANSITION SERVICES AGREEMENT




This TRANSITION SERVICES AGREEMENT (this “Agreement”) is made as of October 1, 2008 (the
“Effective Date”) and is entered into by and between PPL Corporation, a Pennsylvania corporation
(“Seller”), and UGI Utilities, Inc., a Pennsylvania corporation (“Buyer”), with reference to the
Stock Purchase Agreement, dated as of March 5, 2008, by and between Seller and Buyer (the “Purchase
Agreement”). Capitalized terms used and not otherwise defined herein shall have the meanings given
such terms in the Purchase Agreement. Both Seller and Buyer may be individually referred to herein
as a “Party” or collectively as the “Parties.”



WHEREAS, at the Closing, Buyer purchased the PPL Gas Utilities Shares from Seller (the
“Transaction”); and



WHEREAS, in order ensure an orderly transition in effecting the Transaction, Seller is willing
to provide to Buyer the transition services set forth on Schedule 1 hereto (the “Transition
Services”) on the terms and conditions set forth herein.



NOW, THEREFORE, in consideration of the mutual promises and agreements set forth herein, the
parties hereto agree as follows:



ARTICLE I

TRANSITION SERVICES




1.1 Transition Services. Seller shall provide, or cause to be provided by one of its
Affiliates, to Buyer (and/or the Companies) the Transition Services. Seller shall perform, or
cause to be performed, the Transition Services with the degree of care, skill and diligence with
which it performs or causes to be performed similar services for itself and its Affiliates, in each
case consistent with past practice and in accordance with applicable Law. During the Term (as
defined below), Seller shall consider in good faith any reasonable requests of Buyer for the
provision of additional transition services by Seller or its Affiliates, and to the extent Buyer
and Seller reach agreement on the provision of any such additional services, Buyer and Seller shall
(and shall cause their Affiliates to) cooperate to appropriately amend the terms of this Agreement.



1.2 Period Transition Services Will Be Provided. Transition Services shall be
provided beginning as of the Effective Date and shall continue through the expiration of the term
relating to each Transition Service as set forth in Schedule 1 hereto, unless (a) Buyer
terminates a particular Transition Service in accordance with the terms and conditions of this
Agreement, (b) otherwise mutually agreed by the Parties in writing or (c) this Agreement is
terminated pursuant to its terms at an earlier date.



1.3 Term. The term of this Agreement (the “Term”) shall commence as of the Effective
Date and shall continue until the expiration of the terms of all of the Transition Services as set
forth on Schedule 1 hereto (the “Expiration Date”), subject to earlier termination pursuant
to Article IV or written agreement otherwise by the Parties. The Term shall automatically
terminate at such time as all Transition Services have been terminated.


 


 









 





1.4 Contact Persons. Each Party shall appoint a person or persons for the purpose of
coordinating the provision of the Transition Services.



ARTICLE II

COMPENSATION FOR TRANSITION SERVICES




2.1 Fees. Except for the information to be provided by Seller to Buyer pursuant to
Section 6.16(b) of the Purchase Agreement (which shall be provided to Buyer at no cost to Buyer or
the Companies), as consideration for the Transition Services received, Buyer shall pay to Seller
for each Transition Service an amount equal to 125% of Seller’s cost of providing such Transition
Services (as allocated in accordance with the same methodologies used for such allocations by the
Companies and their Affiliates in accordance with past practice).



2.2 Payment Terms. Seller shall present Buyer with monthly invoices for the
Transition Services it provides. The format of such invoices shall include, without limitation, a
brief description of the applicable Transition Service, the billing period, applicable fees, and
such other information as Buyer may reasonably request to verify the amount and allocation of costs
for the Transition Services. Buyer shall pay the undisputed amount of the monthly invoiced amount
within thirty (30) days after the date Seller’s monthly invoice was received. If Buyer in good
faith disputes any portion of the amount due on any invoice, Buyer shall notify Seller in writing
of the nature and basis of the dispute as soon as commercially reasonably possible, but in all
events prior to thirty (30) days after Seller’s monthly invoice was received.



2.3 Audit Rights. Buyer shall have the right, at its expense, to conduct or cause to
be conducted a reasonable audit of the data, records or other pertinent information specifically
related to an ongoing dispute concerning the provision of Transition Services hereunder. Buyer
shall provide at least five Business Day’s advance notice of any such audit, and shall conduct such
audit during normal business hours and in such a manner so as to minimize disruptions to Seller and
its Affiliates. If Seller objects to the scope of any such audit requested, the Parties shall work
together, in good faith, to mutually reach agreement on the proper scope of such audit.



2.4 Dispute Resolution. If Buyer raises a dispute with respect to the charges under
this Agreement within the period set forth in Section 2.2, then Buyer and Seller shall negotiate in
good faith and attempt to resolve the dispute. Should such negotiations not result in an agreement
within 60 days after receipt by Seller of such written dispute from Buyer, then the matter shall be
submitted to the Independent Accounting Firm. The Independent Accounting Firm will deliver to
Buyer and Seller a written determination of the amounts payable under this Agreement with respect
to any such dispute (such determination to include a worksheet setting forth all material
calculations used in arriving at such determination and to be based solely on information provided
to the Independent Accounting Firm by Buyer and Seller) within 30 days of the submission of the
dispute to the Independent Accounting Firm, which determination will be final, binding and
conclusive on the Parties. All fees and expenses relating to the work, if any, to be performed by
the Independent Accounting Firm pursuant to this Section 2.4 will be allocated between Seller and
Buyer in inverse proportion as each shall prevail in respect of the dollar amount of disputed items
so submitted (as finally determined by the Independent Accounting Firm). Any payment for
previously disputed charges determined by the Independent Accounting Firm to be payable to Seller,
together with interest thereon at the rate of five percent
(5%) per annum from the thirtieth (30th) day after the applicable invoice was received by
Buyer through the date of payment, will be due and payable to Seller by wire transfer of
immediately available funds to such account or accounts as shall be specified by Seller within
three Business Days after such amounts are finally determined as provided in this Section
2.4.


 


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2.5 Cooperation; Information and Access. The Parties will cooperate in good faith in
all matters relating to the provision and receipt of the Transition Services. Without limiting the
generality of the foregoing, Buyer will provide Seller (and, as applicable, its Affiliates) in a
timely manner, with all information and access to facilities required or reasonably requested by
Seller (and, as applicable, its Affiliates) in connection with providing the Transition Services.



2.6 Additional Resources. In providing the Transition Services, Seller (and, as
applicable, its Affiliates) are not obligated to (i) hire any additional employees, (ii) maintain
the employment of any specific employee, or (iii) purchase, lease, or license any additional
equipment or materials. Seller may engage one or more subcontractors to provide all or any portion
of the Transition Services, provided that Seller remains directly responsible for its obligations
hereunder, including Seller’s obligation to perform the Transition Services with the degree of
care, skill and diligence with which it performs or causes to be performed similar services for
itself and its Affiliates, in each case consistent with past practice and in accordance with
applicable Law.



ARTICLE III

DISCLAIMERS; LIMITATION OF LIABILITY; INDEMNIFICATION




3.1 Disclaimers. EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT, THE TRANSITION
SERVICES, ACCESS TO THE SELLER’S AND ITS AFFILIATES’ COMPUTER AND OTHER SYSTEMS ARE PROVIDED ON AN
“AS IS” BASIS, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR OTHER WARRANTIES, CONDITIONS, GUARANTEES OR
REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED. EXCEPT AS OTHERWISE PROVIDED IN SECTION 3.3(b),
SELLER’S AND ITS AFFILIATES’ SOLE AND EXCLUSIVE RESPONSIBILITY TO THE BUYER, THE COMPANIES AND
THEIR SUCCESSORS AND ASSIGNS FOR ERRORS OR OMISSIONS IN THE TRANSITION SERVICES SHALL BE TO FURNISH
CORRECT INFORMATION OR RE-PERFORM THE RELEVANT SERVICES AT NO ADDITIONAL COST OR EXPENSE UPON
NOTICE OF SUCH ERROR OR OMISSION FROM THE BUYER DURING THE TERM.



3.2 Limitation of Liability. NO PARTY NOR ANY STOCKHOLDER, OFFICER, DIRECTOR, AGENT,
OTHER REPRESENTATIVE, OR AFFILIATE THEREOF SHALL BE LIABLE TO ANY OTHER PARTY, ANY STOCKHOLDER,
OFFICER, DIRECTOR, AGENT, OTHER REPRESENTATIVE, OR AFFILIATE THEREOF OR ANY OTHER THIRD PERSON FOR
ANY SPECIAL, PUNITIVE, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES OR LOST PROFITS, OR
LOSSES CALCULATED BY REFERENCE TO ANY MULTIPLE OF EARNINGS OR EARNINGS BEFORE INTEREST, TAX,
DEPRECIATION OR AMORTIZATION (OR ANY OTHER VALUATION METHODOLOGY) WHETHER BASED ON CONTRACT, TORT,
STRICT LIABILITY, OTHER LAW OR OTHERWISE AND WHETHER OR NOT ARISING FROM
THE OTHER PARTY’S SOLE, JOINT OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT FOR ANY
MATTER RELATING TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY, IN EACH CASE, ARISING
IN CONNECTION WITH THIS AGREEMENT OR ANY ACTS OR OMISSIONS RELATING TO THE TRANSITION SERVICES,
WHETHER LIABILITY IS BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHER FAULT FOR ANY MATTER
RELATING TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY; PROVIDED, HOWEVER, THAT IF A
PARTY IS HELD LIABLE TO A THIRD PARTY FOR ANY OF SUCH DAMAGES AND THE OTHER PARTY IS OBLIGATED TO
INDEMNIFY SUCH PARTY FOR THE MATTER THAT GAVE RISE TO SUCH DAMAGES, THEN SUCH INDEMNIFYING PARTY
SHALL BE LIABLE FOR, AND OBLIGATED TO REIMBURSE THE OTHER PARTY FOR, THE TOTAL AMOUNT OF SUCH
DAMAGES HOWSOEVER CHARACTERIZED.


 


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3.3 Indemnification.



(a) Buyer will indemnify, defend and hold harmless Seller and its stockholders, officers,
directors, agents, other representatives, and Affiliates (collectively, the “Seller Indemnitees”)
from any and all Damages suffered, paid or incurred by such Seller Indemnitees and arising out of
or resulting from any gross negligence or willful or intentional misconduct on the part of Buyer
(or the Companies, as applicable) under this Agreement.



(b) Seller will indemnify, defend and hold harmless Buyer and its stockholders, officers,
directors, agents, other representatives, and Affiliates (collectively, the “Buyer Indemnitees”;
and together with the Provider Indemnitees, the “Indemnitees”) from any and all Damages suffered,
paid or incurred by such Buyer Indemnitees and arising out of or resulting from any gross
negligence or willful or intentional misconduct on the part of Seller (or its Affiliates, as
applicable) under this Agreement.



(c) Except in the case of fraud, the exclusive remedy for any Party for monetary damages
arising from a breach of this Agreement shall be the indemnification provided under this Section
3.3.



ARTICLE IV

TERMINATION




4.1 Termination of Transition Services and Agreement for Convenience. Buyer shall
have the right to terminate any Transition Service, in whole or in part, upon fifteen (15) days
prior written notice to Seller. If all Transition Services provided to Buyer shall have been
terminated under this provision prior to the Expiration Date, then this Agreement shall
automatically terminate.



4.2 Survival Upon Expiration or Termination. The provisions of Article III
(Disclaimers; Limitation of Liability; Indemnification), Article V (Notices and Demands) and
Article VI (Miscellaneous) shall survive the termination or expiration of this Agreement unless
otherwise agreed to in writing by both Parties; provided that, the provisions of Article II
(Compensation for Transition Services) shall survive such termination and Buyer shall remain
liable to Seller for all amounts payable thereunder in respect of Transition Services provided
prior to the effective date of such termination.


 


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4.3 Actions Upon Termination. Upon the termination of any Transition Service with
respect to which either Party (or its Affiliates) holds equipment, books, records, files or any
other documents or other property owned by the other Party (or any of its Affiliates), the Party in
possession of such property (including intellectual property) shall promptly return or deliver
(and will cause, as the case may be, any of its Affiliates to return or deliver) all such property
of the other Party (or its Affiliates). Each Party shall bear its and its Affiliates’ reasonable
costs and expenses associated with the return thereof. In addition, upon the termination of any of
the Transition Services which involved the compilation of data on Seller’s (or any of its
Affiliates’) computer systems, Seller will, and will cause its Affiliates’ to, use commercially
reasonable efforts to promptly deliver to Buyer on magnetic media in readable format mutually
acceptable to the Parties, which format will be capable of being read by a computer mutually
acceptable to the Parties, all data files maintained by Seller to the extent that they contain
information which is the property of Buyer (or any of its designees or Affiliates), together with
printed file descriptions sufficient to identify such data files and their contents and structure.
Seller will bear all of its reasonable costs and expenses associated with the provision and
delivery of such material.



ARTICLE V

NOTICES AND DEMANDS




5.1 Notices. All notices, requests and other communications hereunder shall be in
writing (including wire, telefax or similar writing) and shall be sent, delivered or mailed,
addressed, or telefaxed:



(a) if to Buyer, to:




UGI Utilities, Inc.

460 North Gulph Road

King of Prussia, PA 19406

Attn: General Counsel

Facsimile: (610) 992-3258




with copies to:




Morgan, Lewis & Bockius LLP

1701 Market Street

Philadelphia, PA 19103

Attn: Howard L. Meyers

Facsimile: (215) 963-5001




and




UGI Utilities, Inc.

100 Kachel Blvd, Suite 400

Reading, PA 19607

Attn: John C. Barney, Senior Vice President and CFO

Facsimile: (610) 796-3606


 


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(b) if to Seller, to:




PPL Corporation

Two North Ninth Street

Allentown, PA 18101

Attn: General Counsel

Facsimile: (610) 774-4455




with a copy to:




Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, New York 10017


Attention: Mario A. Ponce

Fax: (212) 455-2502



Each such notice, request or other communication shall be given (i) by mail (postage prepaid,
registered or certified mail, return receipt requested), (ii) by hand delivery, (iii) by nationally
recognized courier service or (iv) by telefax, receipt confirmed (with a confirmation copy to be
sent by first class mail; provided that the failure to send such confirmation copy shall
not prevent such telefax notice from being effective). Each such notice, request or communication
shall be effective (x) if mailed, three calendar days after mailing at the address specified in
this Section 5.1 (or in accordance with the latest unrevoked written direction from such Party),
(y) if delivered by hand or by internationally recognized courier service, when delivered at the
address specified in this Section 5.1 (or in accordance with the latest unrevoked written direction
from the receiving Party) and (z) if given by telefax, when such telefax is transmitted to the
telefax number specified in this Section 5.1 (or in accordance with the latest unrevoked written
direction from the receiving Party), and the appropriate confirmation is received; provided that
notices received on a day that is not a Business Day or after 5:00 p.m. Eastern Time on a Business
Day will be deemed to be effective on the next Business Day.



5.2 Change of Address. The address to which such notices, demands, requests,
elections or other communications are to be given by either Party may be changed by written notice
given by such Party to the other Party pursuant to this Section.



ARTICLE VI

MISCELLANEOUS




6.1 Relationship of the Parties. The Parties declare and agree that each Party is
engaged in a business that is independent from that of the other Party and Seller shall perform its
obligations as an independent contractor. It is expressly understood and agreed that nothing
contained herein is intended to create an agency relationship, or a partnership or joint venture.
Neither Party is an agent or employee of the other. Neither Party has authority to represent the
other Party as to any matters, except as authorized herein or in writing by the other Party from
time to time.


 


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6.2 Employees. Seller shall be solely responsible for payment of compensation to its
employees and those of any of its Affiliates engaged in providing any Transition Services and for
any injury to them in the course of their employment. Seller shall assume full responsibility for
payment of all federal, state, and local taxes or contributions imposed or required under
unemployment insurance, social security, and income Tax Laws with respect to such persons.



6.3 Assignment. Neither this Agreement nor any of the rights or obligations hereunder
shall be assigned by any of the Parties hereto without the prior written consent of the other
Party; provided that Buyer may transfer any of its rights and obligations under this
Agreement to an affiliated partnership or corporation so long as Buyer remains jointly and
severally obligated to satisfy all of Buyer’s obligations under the terms of this Agreement.
Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and
be enforceable by the Parties and their respective successors and permitted assigns. Any attempted
assignment in violation of the terms of this Section 6.3 shall be null and void, ab initio.



6.4 Confidentiality. Seller acknowledges that certain confidential, proprietary and
secret information of Buyer and the Companies may be shared or disclosed during the performance of
this Agreement and agrees that any such confidential, proprietary and secret information will be
subject to the confidentiality provisions described in Section 6.4(b) of the Purchase Agreement.



6.5 Works for Hire. Seller shall inform Buyerin writing, on or before the expiration
of the Term, of any inventions (including, without limitation, program code written to support
application interfaces, computer software, documentation, and other similar copyrightable works) or
any other intellectual property made, created or developed by Seller or its Affiliates solely for
the benefit of Buyer in connection with the provision of Transition Services, and agrees that any
such invention or other intellectual property shall be considered “works made for hire” under the
copyright laws of the United States (collectively “Works For Hire”). To the extent that any such
Works for Hire fail to qualify as “works made for hire” under the copyright laws of the United
States or any other jurisdiction, Seller hereby assigns each such Work for Hire and property and
all rights therein in any jurisdiction to Buyer. Whenever Seller is requested to do so by Buyer,
during or for up to one year after the expiration of the Term, Seller shall (or, as the case may
be, shall cause its Affiliates to) execute any assignments or other documents reasonably deemed
necessary by Buyer to confirm or effectuate full and exclusive ownership of Works for Hire in
Buyer, including, but not limited to, ownership of any moral rights under the copyright law of any
nation, or any other rights under the intellectual property laws of any nation.



6.6 Severability. The provisions of this Agreement shall be deemed severable and the
invalidity or unenforceability of any provision shall not affect the validity or enforceability of
the other provisions hereof. If any provision of this Agreement, or the application thereof to any
Person or any circumstance, is found to be invalid or unenforceable in any jurisdiction, (a) a
suitable and equitable provision shall be substituted therefor in order to carry out, so far as may
be valid or enforceable, such provision and (b) the remainder of this Agreement and the application
of such provision to other Persons or circumstances shall not be affected by such invalidity or
unenforceability, nor shall such invalidity or unenforceability affect the validity or
enforceability of such provision, or the application thereof, in any other jurisdiction.


 


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6.7 Third Party Beneficiaries. The terms and provisions of this Agreement are
intended solely for the benefit of the Parties and their respective successors or permitted
assigns, and it is not the intention of the Parties to confer third-party beneficiary rights upon
any other Person. Should any third party institute proceedings, this Agreement shall not provide
any such person with any remedy, claim, liability, reimbursement, cause of action, or other right.



6.8 Governing Law. This Agreement shall be governed by and construed in accordance
with the Laws of the State of New York without giving effect to any conflict or choice of law
provision that would result in the application of another state’s Law.



6.9 Executed in Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original and all of which shall, taken together, be
considered one and the same agreement. Any facsimile or electronically transmitted copies hereof
or signature hereon shall, for all purposes, be deemed originals.



6.10 Construction. The headings and numbering of articles, sections and paragraphs in
this Agreement are for convenience only and shall not be construed to define or limit any of the
terms or affect the scope, meaning, or interpretation of this Agreement or the particular Article
or Section to which they relate. This Agreement and the provisions contained herein shall not be
construed or interpreted for or against any Party because that Party drafted or caused its legal
representative to draft any of its provisions.



6.11 Entire Agreement. This Agreement, including all attachments, constitutes the
entire Agreement between the Parties with respect to the Transition Services, and supersedes all
prior oral or written agreements, representations, statements, negotiations, understandings,
proposals and undertakings, with respect to the Transition Services to be provided by Seller to
Buyer hereunder.



6.12 Amendments and Waivers. This Agreement may not be amended, supplemented or
modified except by an instrument in writing signed on behalf of Buyer and Seller. Any term or
condition of this Agreement may be waived at any time by the Party that is entitled to the benefit
thereof, but no such waiver shall be effective, unless set forth in a written instrument duly
executed by or on behalf of the Party waiving such term or condition. No waiver by any Party of
any term or condition of this Agreement, in any one or more instances, shall be deemed to be or
construed as a waiver of the same or any other term or condition of this Agreement on any future
occasion.



6.13 Remedies Cumulative. Unless otherwise provided for under this Agreement, all
rights of termination or cancellation, or other remedies set forth in this Agreement, are
cumulative and are not intended to be exclusive of other remedies to which the injured Party may be
entitled by Law or equity in case of any breach or threatened breach by the other Party of any
provision in this Agreement. Unless otherwise provided for under this Agreement, use of one or
more remedies shall not bar use of any other remedy for the purpose of enforcing any provision of
this Agreement. Each Party acknowledge and agree that money damages would not be a sufficient
remedy for any breach of this Agreement by it, and that in addition to all other remedies, the
other Party shall be entitled to specific performance and injunctive or other equitable relief as a
remedy for any such breach.


 


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6.14 Taxes. Seller shall be solely responsible for the payment of any income taxes
due in connection with the provision of any Transition Service and the receipt of fees in return
therefor.



[Signature Page Follows]



 


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IN WITNESS WHEREOF, the parties hereto have caused this Transition Services Agreement to be
executed by their duly authorized officers as of the date first written above.



	 	 	 	 	 
	 	BUYER:

UGI UTILITIES, INC.

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	SELLER:

PPL CORPORATION

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



- Signature Page to Transition Services Agreement -




 


 









 





Schedule 1 




Transition Services




Information Technology.



For a period of up to six months after the Closing, the provision of those services currently
provided by Seller to the Companies and required for the daily operation of the Companies, to
include, without limitation, access to Seller’s customer information system, use of personal
computers and other IT equipment, and use of any other operational systems currently maintained by
Seller. Without limiting the foregoing, Seller will provide or cause its Affiliates to provide to
Buyer (or its designated Affiliates) for a period of up to six months after the Closing Date the
detailed IT support and transition services set forth on Addendum A to this Schedule.



Rate Case Assistance.



Following Closing (but in no event beyond September 30, 2009), in addition to information to be
provided pursuant to Section 6.16(b) of the Purchase Agreement (which shall be provided at Seller’s
sole cost and expense), the provision of: (1) historical data, as applicable to the pre-Closing
period, which is reasonably required to prepare rate case filing for a rate case contemplated to be
filed in 2009; and (2) consultation regarding rate case information and Buyer’s preparation of rate
case filing schedules for the contemplated 2009 rate case filing and responses to subsequent
interrogatories related to such rate case filing.



Accounting Information.



For a period of up to six months after the Closing, the provision of: (1) access and use of any
systems or subsystems (and resulting data from such systems) to the extent Buyer does not have such
systems or subsystems in place to capture and create accounting data and (2) other accounting
services as mutually agreed between the Parties.


 


 









 





Addendum A




Description of IT Support and Transition Services




1. Workstation Support Services





	 	•	 	Existing workstations will be provided with the existing hardware platform to connect to
Seller’s restricted network, GUNet, to access GUNet services and Buyer’s network, UGINet,
to access UGINet services.

	 
	 	•	 	Seller will provide and support existing ACD, IVR and Voice Over Internet Protocol
(VoIP) equipment in the Lock Haven Contact Center for existing Customer Service
Representative (CSR) workstations until Buyer replaces such equipment

	 
	 	•	 	Break/fix support for GUNet workstations, per existing service level provided to the
Companies

	 
	 	•	 	New installations or hardware refreshments will not be supported.

	 
	 	•	 	Seller’s Help Center will provide:

	 
	 	 	 	o Troubleshooting for supported hardware and software.

o Usage support for supported desktop products only (e.g., MS Office).

	 
	 	•	 	All GUNet-connected workstations and all associated peripherals will remain Seller’s
property after transition. GUNet-connected workstation software and licenses will remain
property of Seller and shall be provided to Buyer on an interim basis in accordance with
the terms of this Agreement.


	 
	 	•	 	GUNet-connected workstations will be removed and replaced with Buyer’s workstations in
accordance with a mutually agreed upon replacement plan.






2. Printers





	 	•	 	All printers currently utilized by the Companies will become the property of Buyer.

	 
	 	•	 	Network printers connected to GUNet will be supported by Seller, per existing service
level provided to the Companies.






3. Network Support Services For GUNet-Connected Workstations Provided by Seller





	 	•	 	VPN connectivity will be provided connecting Seller’s restricted network, GUNet, to
access GUNet services and Buyer’s network, UGINet, to access UGINet services.

	 
	 	•	 	Internet access will be provided to GUNet-connected workstations.






4. Messaging





	 	•	 	Seller will redirect emails to new email addresses designated by Buyer for 90 days after
the Closing Date. Buyer and the Companies’ employees may not use Seller’s email addresses
following the Closing Date.

	 
	 	•	 	Seller will provide email content (.PST’s) to Buyer as soon as reasonably practicable
following the Closing Date.

	 
	 	•	 	Buyer and its personnel may not use Seller’s voicemail addresses following the Closing
Date.

	 
	 	•	 	800 numbers will be ported by Buyer after the Closing Date. .Buyer will be responsible
for any/all fees associated with the port of the numbers and on-going support costs.





 


 









 






	 	•	 	Cellular phones and phone numbers used by the Companies and their respective employees
and currently maintained and paid for, in whole or in part, by Seller will be assigned to
Buyer’s designees. Buyer will be responsible for any/all fees associated with porting,
termination or similar fees associated with the phones arising at and after the Closing
Date.

	 
	 	•	 	Blackberry devices will remain property of Seller and will be returned to Seller on the
Closing Date.

	 
	 	•	 	Buyer will be responsible for contracting its own pager agreement. No pager services
will be provided to Buyer by Seller. Pager equipment will become property of Buyer on the
Closing Date.






5. Server Support





	 	•	 	Access will be provided to the following applications and all corresponding data
required for the normal and ordinary course operations of Buyer while such data or
applications reside in Seller’s computing environment(s): ECIS, Avenir, Gas Facilities
Database (GFD), Gas Distribution System Monitoring (SCADA) System, Gas Choice, Gas Connect,
Metretek and Suburban Propane.

	 
	 	•	 	Physical servers and related peripheral equipment supporting the following applications:
ECIS, Avenir, Gas Facilities Database (GFD), Gas Distribution System Monitoring (SCADA)
System, Gas Choice, Gas Connect, Metretek and Suburban Propane become the property of
Buyer. All utilities on I series servers, required to support applications on these
servers, will become the property of Buyer. Except for the I series server utilities,
Seller will retain the right to purge each and every related server and peripheral device
of Seller-owned or licensed software related, but not limited, to operating systems, data
bases, telecommunication networks, confidential data, utilities, security applications,
performance monitoring tools, etc.

	 
	 	•	 	Escorted access will be provided by Seller to Buyer to access high-security areas in the
General Office datacenter, the Lehigh Service Center (LSC) datacenter or other Seller
facilities as may be necessary for Buyer to disconnect, remove and transport servers and
related peripheral equipment which will become Buyer’s property.






6. Application Support Services





	 	•	 	Seller will host the following applications: ECIS, Avenir, Gas Facilities Database
(GFD), Gas Distribution System Monitoring (SCADA) System, Gas Choice, Gas Connect, Metretek
and Suburban Propane, including all utilities on I series servers, until such applications
are transitioned to Buyer’s computing environment. Buyer will make every reasonable effort
to transition all of these applications to its own computing environment as quickly as
reasonably feasible. Application support becomes the responsibility of Buyer on the
Closing Date.

	 
	 	•	 	Seller will provide data protection per existing standards until transition to Buyer’s
computing environment.






7. Additional Support Services





	 	•	 	Seller will provide reasonable assistance, when requested by Buyer to assist Buyer with
installation, configuration, operation, troubleshooting, problem determination, testing and
problem resolution with computer processing applications and environments set forth in items
5 and 6.