EXHIBIT 10.20
SERVICES AGREEMENT
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This Agreement is made as of July 1, 2000, among PPL Corporation ("PPL"),
PPL Energy Funding Corporation and its direct and indirect subsidiaries in
various tiers, PPL Capital Funding, Inc., PPL Gas Utilities Corporation, PPL
Services Corporation and CEP Commerce, LLC.
WHEREAS, PPL, under its Amended and Restated Articles of Incorporation, may
engage in any lawful act concerning any lawful business for which corporations
may be incorporated under the Pennsylvania Business Corporation Law and was
formed in 1995 for the purpose of separating PPL's regulated and unregulated
business activities; and
WHEREAS, the following four subsidiaries within the PPL family of companies
are regulated public utilities under the Pennsylvania Public Utility Code: PPL
Electric Utilities Corporation, PFG Gas, Inc., North Penn Gas Company and PPL
Interstate Energy Company (the "Regulated Companies"); and
WHEREAS, the provision of services between the Regulated Companies and
affiliates of the Regulated Companies, as the term affiliates is defined in the
Pennsylvania Public Utility Code, is governed by affiliated interest agreements
subject to Chapter 21 of the Pennsylvania Public Utility Code and not governed
by this Services Agreement; and
WHEREAS, PPL and certain other subsidiaries in the PPL family of companies
are not regulated public utilities under the Pennsylvania Public Utility Code,
and a list of PPL and such unregulated subsidiaries, which list may be updated
from time to time, is attached as Appendix "A" to this Service Agreement
(collectively, the "Unregulated Companies"); and
WHEREAS, the Unregulated Companies each possess knowledge and skill in
various aspects of business operations; and
WHEREAS, the provisions of certain services between individual Unregulated
Companies will enable the parties to obtain these services effectively and
efficiently; and
WHEREAS, the Unregulated Companies desire to procure services from each
other on a non-exclusive basis, and the Unregulated Companies are willing to
provide these services to each other pursuant and subject to the terms and
conditions of this Agreement; and
NOW, THEREFORE, in consideration of the agreements set forth herein and
intending to be legally bound hereby, the Unregulated Companies agree as
follows:
A. SERVICES
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1. The Unregulated Companies agree to provide, on an as-available basis,
such services as may from time to time be requested by one another. These
services may include any services necessary and appropriate to the safe,
efficient and cost-effective operation of Unregulated Companies' businesses,
including but not limited to, executive management, administration, accounting,
finance, legal, communications, purchasing, billing, information systems,
corporate secretarial, human resources, insurance and other similar types of
services.
2. The Unregulated Companies may request services of this nature from time
to time on an as-needed basis. The Unregulated Companies are under no obligation
to procure a set amount of services pursuant to this Agreement. In addition, the
Unregulated Companies are not obligated to procure these types of services
solely from the other parties to this Agreement. If they so desire, the
Unregulated Companies may procure these or similar services from third-party
providers.
3. With respect to services provided to PPL Susquehanna, LLC; in order to
help assure the safe operation of the Susquehanna Steam Electric Station and
compliance with applicable regulatory requirements, PPL Susquehanna, LLC shall
have final decision-making authority over any such services involved in Nuclear
Regulatory Commission licensed activities.
B. COSTS AND ACCOUNTING
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1. Services provided pursuant to Section A of this Service Agreement are to
be charged to the recipient at their full cost to the provider. Full cost
includes the following:
a. Direct Costs
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If costs can be determined with reasonable certainty, these costs will be
assumed to be the direct and full costs of providing the services at issue.
b. Indirect Costs
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Costs shall include applicable indirect costs such as overhead, to the
extent that such costs can be calculated with reasonable certainty and are
readily ascertainable. For example, costs associated with an individual's time
may include a component for additional, related costs, as appropriate (e.g.,
applicable employee benefit costs).
c. Allocation
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If charges cannot be directly assigned to one party, they will be allocated
between the parties based on a reasonable approximation of the costs
attributable to each party.
C. BILLING AND PAYMENT
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1. The Unregulated Companies providing services under Section A of this
Agreement shall submit invoices to or directly charge, on a monthly or more
frequent basis, the Unregulated Companies receiving such services. Such invoices
or direct charges shall reference the service provided and the associated costs,
which shall be determined in accordance with Section B of this Agreement.
2. Invoices or direct charges shall be due and payable within sixty (60)
days after receipt.
D. GENERAL
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1. Subsidiary Participation
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Unregulated Companies as used in this Agreement shall include all direct or
indirect subsidiary companies of PPL other than PPL Electric Utilities
Corporation, PFG Gas, Inc., North Penn Gas Company and PPL Interstate Energy
Company and any other public utilities regulated under the Pennsylvania Public
Utility Code, whether or not such Unregulated Companies are identified in
Appendix "A" as amended from time to time.
2. Term
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The term of this Agreement shall commence on the date first set forth
above.
Thereafter, this Agreement shall continue in full force and effect until
terminated by agreement of the parties upon 90 days' written notice to the other
parties its election to do so.
3. Governing Law
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This Agreement shall be governed by and construed in accordance with the
laws of the Commonwealth of Pennsylvania.
4. Counterparts
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This Agreement may be executed in more than one counterpart, each of which
shall be an original and all of which shall together constitute a single
instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement as set forth
below.
PPL CORPORATION
By: /s/ James E. Abel
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Name: James E. Abel
Title: Vice President - Finance and Treasury
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PPL ENERGY FUNDING CORPORATION
By: /s/ James E. Abel
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Name: James E. Abel
Title: Treasurer
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PPL CAPITAL FUNDING, INC.
By: /s/ James E. Abel
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Name: James E. Abel
Title: Treasurer
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PPL GAS UTILITIES CORPORATION
By: /s/ James E. Abel
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Name: James E. Abel
Title: Treasurer
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PPL SERVICES CORPORATION
By: /s/ James E. Abel
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Name: James E. Abel
Title: Vice President and Treasurer
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CEP COMMERCE, LLC
By: /s/ James E. Abel
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Name: James E. Abel
Title: Vice President
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APPENDIX "A"
LIST OF UNREGULATED SUBSIDIARIES
IN THE PPL CORPORATION FAMILY OF COMPANIES
(NOT INCLUDING SUBSIDIARIES OF PPL GLOBAL, LLC)
PPL Corporation
o PPL Energy Funding Corporation
- PPL EnergyPlus, LLC
- PPL Synfuel Investments, LLC
- PPL Somerset, LLC
- Clymer Fuels, LLC
- PPL Spectrum, Inc.
- PPL Energy Services Holdings, LLC
- H.T. Lyons, Inc.
- McClure Company
- McCarl's, Inc.
- Burns Mechanical, Inc.
- Western Mass. Holdings, Inc.
- PPL Generation, LLC
- PPL Maine, LLC
- PPL Great Works, LLC
- Penobscot Hydro Co., Inc.
- PPL Susquehanna, LLC
- PPL Martins Creek, LLC
- PPL Brunner Island, LLC
- PPL Montour, LLC
- PPL Rights, Inc.
(subsidiary of PPL Martins Creek, PPL Brunner Island
and PPL Montour)
- PPL Holtwood, LLC
- PPL Montana Holdings, LLC
- Colstrip Comm Serv, LLC
- PPL Montana, LLC
- PPL Colstrip I, LLC
- PPL Colstrip II, LLC
- Pennsylvania Mines Corporation
- Realty Company of Pennsylvania
- BDW Corp.
- Lady Jane Collieries, Inc.
- Greene Manor Coal Company
- PPL Global, LLC (Unregulated Subsidiaries omitted)
- CEP Delaware, Inc.
- CEP Reserves, Inc.
- CEP Securities Co., LLC
o PPL Capital Funding, Inc.
o PPL Gas Utilities Corporation
o PPL Services Corporation
o CEP Commerce, LLC
(subsidiary of PPL Electric Utilities Corporation)