AMENDMENT #4 TO AGREEMENT FOR BUSINESS PROCESS AND SUPPORT SERVICES

Exhibit 99.1

AMENDMENT #4
TO AGREEMENT FOR
BUSINESS PROCESS AND SUPPORT SERVICES

     This AMENDMENT #4 (this “ Amendment ”), dated as of December 12, 2007, is entered into by and between NiSource Corporate Services Company, a Delaware corporation (“ NiSource ”), and International Business Machines Corporation, a New York corporation (“ IBM ”). This Amendment shall be effective as of December 1, 2007 (the “ Amendment Effective Date ”).

Recitals

     A. WHEREAS, NiSource and IBM (a) entered into an Agreement for Business Process and Support Services dated as of June 20, 2005 (the “ Original Agreement ”) and amended the Original Agreement pursuant to Amendments #1 through 26 and (b) have created a conformed version of the Original Agreement that reflects changes to the Original Agreement implemented by Amendments #1 through #21 and Amendments #24 and #26 (provided, however, that the letter agreements as listed in Attachment J hereto, Change Orders and Request for Service (“ RFS ”) documents are not reflected within the body of such conformed version but remain in full force and effect) (the “ Conformed Version of the Agreement” ) . All references after the Amendment Effective Date to the “Agreement” shall mean the Conformed Version of the Agreement, as may be amended. For tracking purposes after the Amendment Effective Date, Amendments #22, #23, and #25 to the Original Agreement shall be renumbered and referred to as Amendments #1, #2 and #3, respectively, and this Amendment shall be hereafter referred to as Amendment #4.

     B. WHEREAS, the Parties engaged in a reassessment of the relationship formed by the Parties under the Agreement, including the identification and evaluation of (a) adjustment, enhancement and remediation activities to address issues raised by the Parties with respect to the delivery of certain Transformation projects and steady state Services under the Agreement and (b) strategies for the best path forward for NiSource and IBM and the resolution of disputes;

     C. WHEREAS, the Parties entered into a Memorandum of Understanding, dated as of October 22, 2007, (the “ MOU ”) pursuant to which the Parties agreed in principle to (a) the key business terms that would be reflected in this Amendment and (b) certain binding terms in order to allow NiSource and IBM to commence (i) transition back activities for the scope to be terminated under this Amendment, including communications and potentially offers of employment to designated IBM personnel and possible engagement of IBM contractors, and (ii) the implementation of the adjustments, improvements and remediation activities relating to the scope to be retained and performed by IBM; and

NiSource — IBM Amendment #4

     D. WHEREAS, the Parties have agreed in this Amendment to formalize the agreement in principle set forth in the MOU, including amending the Agreement to reflect that (a) the Human Resources (“ HR ”) Service Tower, the Sales Center Service Tower, the Finance and Accounting (“ F&A ”) Service Tower (except for completion and remediation activities relating to Wave 1 of the F&A Transformation as set forth herein and ERS as set forth herein), the Supply Chain Management (“ SCM ”) Service Tower and the Meter-to-Cash (“ MTC ”) Service Tower (except for certain offshore activities as described in Section  7(d) below and the Revenue Recovery Services as described in Section  7(e) below) shall be terminated and transitioned back to NiSource or its designee, (b) the Services under the Customer Contact Center (“ CCC ”) Service Tower shall be provided by IBM in accordance with the applicable Service Levels at a fixed price on an interim basis until and if NiSource enters into a direct agreement with, or takes assignment of IBM’s current agreement with, IBM’s current subcontractors Vertex Outsourcing LLC, a subsidiary of Vertex Data Science Limited (“ Vertex ”), NCO Financial Systems, Inc. (“ NCO ”) and Network Omni Multi-Lingual Communications (“ Network Omni ”) for the provision of certain CCC Services and such Services are fully transitioned to Vertex, NCO and Network Omni as the primary providers of such Services (provided that offshore non-call work identified herein is not intended to be transitioned to Vertex and shall continue to be provided by IBM), (c) IBM shall complete the Wave 1 F&A Transformation completion and remediation activities identified by the Parties, (d) IBM shall continue to provide certain offshore activities for MTC after the transition back to NiSource or its designee of the rest of MTC, (e) IBM shall continue to provide certain offshore non-call work for CCC as described in Section 3 (g) below after the end of the fixed fee period referenced in subsection (b) above at the charges agreed to herein and subject to the terms and conditions of the Agreement, (f) IBM shall continue to provide the Services under the IT Service Tower subject to certain adjustments and enhancements to the IT Services (including the associated Fees) and the implementation of certain remediation activities and (g) certain settlement conditions have been agreed.

      NOW, THEREFORE , in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

Amendments

1.

Definitions; Attachments; Restated Schedules; Conformed Version of the Agreement .

	a.		Capitalized terms used but not defined in this Amendment shall have the meaning given to such terms in the Agreement.
	b.		The following Attachments attached to this Amendment supplement and are in addition to the existing provisions and attachments to the Agreement:

NiSource — IBM Amendment #4

		Annex A-1-1		Productivity Improvement Percentages
		Annex A-1-2		Onshore/Offshore Ratios
		Annex A-1-3		Real Time Systems
		Annex A-1-4		Combined Countries for Turnover

		Annex A-2-1		Application Mapping Diagram
		Annex A-2-2		BA Process Map
		Annex A-2-3		BAM Mapping
		Annex A-2-4		IT Staffing Matrix
		Annex A-2-5		IBM Personnel with Logical Access
		Annex A-2-6		Org Chart
		Annex A-2-7		Knowledge Transfer Methodology for New Offshore Migrations of Software Applications
		Annex A-2-8		Offshore Migration Plan
		Annex A-2-9		Key Onshore Resources and Key Offshore Resources
		Annex A-2-10		Request/Project Tracking Sample Report
		Annex A-2-11		APM Categorization and Recommendations
		Annex A-2-12		Project Communication Plan
		Annex A-2-13		AS, RTS AS and NS Vacancy Plans

		Annex B-1-1		NS Coverage Model
		Annex B-1-2		NS Role Descriptions
		Annex B-1-3		Minimum RTS AS Headcount Requirements
		Annex B-1-4		ENOC Mission and Escalation Procedures

		Annex B-2-1		Draft RTS Termination SOW
		Annex B-2-2		RTS Termination SOW – Certain Open Issues

NiSource — IBM Amendment #4

		Attachment D		Detail of Financial Agreement Relating to Termination
		Attachment E		Resolution of Disputed Items (Part 1 & Part 2)
		Attachment F		Tentative Service Tower Transition Plan and Dates
		Attachment G		Intellectual Property Rights
		Attachment H		Matrix of Vertex/IBM/NI Equipment Refresh and Maintenance Obligations
		Attachment I		F&A Completion and Remediation
		Attachment J		Letter Agreements
		Attachment K		BuySource Access
		Attachment L		Release
		Attachment M		MTC Credits
		The foregoing Attachments are hereby incorporated into and made part of this Amendment (and accordingly the Agreement).

c.

The following Schedules and Exhibits are amended and restated Exhibits and Schedules and replace the existing Schedules and Exhibits to the Agreement of the same name in their entirety:

i.

CCC –

Annex 3.2.6 (Service Levels)
Annex 3.3.6 (SLA Definitions)
Annex 4.1.6 (Resource Units)
Schedule 14.6 (Third Party Contracts)

	ii.		MTC – Schedule 22.5 (Transition) — Updating for BSG/NIPSCO deletion
	iii.		IT

Annex 3.2.1 (Service Levels)
Annex 3.3.1 (SLA Definitions)
Annex 4.1.1 (IT Resource Units)

NiSource — IBM Amendment #4

iv.

General

Schedule 4.2 (Pricing Tables)
Schedule 4.3 (Termination Matrix)
Schedule 6.1 (Service Categories)
Schedule 9.1 (Service Provider Service Delivery Locations)

v.

Exhibits

		Exhibit 12		Equipment Assets
		Exhibit 13		Software Assets
		Exhibit 14		Third Party Contracts
		Exhibit 26		Technology Refresh

d.

The following Schedules are supplemental Schedules that are only effective as set forth herein .

i.

CCC – Offshore Non-Call Services Only

Schedule 2.6 A (SOW)
Annex 3.2.6A (Service Levels)
Annex 3.3.6A (SLA Definitions)
Annex 4.1.6A (Resource Units)
Schedule 14.6A (Third Party Contracts)

ii.

MTC – Offshore Services Only

Schedule 2.5A (SOW)
Annex 2.5.1A (SOX)
Annex 3.2.5A (Service Levels)
Annex 3.3.5A (SLA Definitions)
Annex 4.1.5A (Resource Units)
Annex 14.5A (Third Party Contracts)

	e.		In the event of any conflict or inconsistency between the terms of this Amendment and the terms of the Schedules or the Exhibits set forth above, the terms of this Amendment shall prevail.
	f.		Simultaneously herewith, NiSource and IBM created the Conformed Version of the Agreement (as defined above) . The intent of the Conformed Version of the Agreement was solely to update and create a new version of the Original Agreement that incorporated all of the amendments implemented by Amendments #1 through #21 and

NiSource — IBM Amendment #4

			Amendments #24 and #26 to the Original Agreement. In the event of a conflict between the Conformed Version of the Agreement and the Original Agreement and the Amendments included in the Conformed Version of the Agreement, the Original Agreement and such Amendments shall be the controlling documents and shall prevail.
	g.		All references after the Amendment Effective Date to the “Agreement” shall mean the Conformed Version of the Agreement, as may be amended. For tracking purposes after the Amendment Effective Date, Amendments #22, #23, and #25 to the Original Agreement shall be renumbered and referred to as Amendments #1, #2 and #3, respectively, and this Amendment shall be hereinafter referred to as Amendment #4.
	h.		The letter agreements as listed in Attachment J hereto, Change Orders and RFS documents are not reflected within the body of the Conformed Version of the Agreement but remain in full force and effect (but as to letter agreements, only to the extent specified in Attachment J ). For the avoidance of doubt, Attachment J hereto reflects all those letter agreements that remain in effect and all those that are terminated.

2.		Memorandum of Understanding . Upon the Amendment Effective Date, the MOU shall terminate and be superseded by the terms of this Amendment.
3.		Amendments applicable to CCC .

a.

As of the Amendment Effective Date and continuing for 12 months from the Amendment Effective Date unless terminated earlier by NiSource upon three months’ notice to IBM or extended by NiSource upon three months’ notice to IBM for up to an additional three month period (the “ CCC Fixed Period ”), IBM shall provide the Services that relate to the CCC Service Tower in accordance with the Agreement, including all of the Services that are set forth in Schedule 2.6 to the Agreement (the “ CCC Services ”) for the fixed monthly fee for the CCC Services as set forth in Schedule 4.2 to the Agreement (the “ CCC Fixed Fee ”). The CCC Fixed Fee shall not be subject to ECA adjustment. The CCC Fixed Fee as reflected in Schedule 4.2 shall be invoiced monthly in accordance with the payment terms set forth in the Agreement and reduced on an equitable basis to reflect reduced scope if the Services are transitioned away from IBM in phases and/or prorated if the transition back is completed mid-month. During the CCC Fixed Period, IBM shall provide the CCC Services in accordance with all of the Service Levels applicable to the CCC Services as such Service Levels are set forth in Schedule 3.2.6 , including the amended Service Levels applicable to CCC offshore non-call work also defined and agreed in Schedule 3.2.6 . For the avoidance of doubt, NiSource shall not be obligated to pay the MSC or

NiSource — IBM Amendment #4

			any other amounts relating to the CCC Services, other than the CCC Fixed Fee as applicable, during the CCC Fixed Period. Further, for the avoidance of doubt, the services provided under Amendment #3 (and the fees associated therewith) are in addition to the foregoing in accordance with Schedule 4.2 .
	b.		It is the intent of the Parties for NiSource to enter into a direct agreement with IBM’s current subcontractors Vertex, NCO and Network Omni for the provision of the CCC Services, except for the offshore non-call work identified herein (such Services to be provided by Vertex, the “ Vertex CCC Scope ”). In the event that NiSource does not enter into an agreement with Vertex and the Vertex CCC Scope is not fully transitioned to Vertex prior to the end of the CCC Fixed Period, the terms applicable to the CCC Service Tower shall revert to the terms set forth in the Agreement applicable to the existing CCC Service Tower prior to the commencement of the CCC Fixed Period; provided, that, upon the reversion from the CCC Fixed Fee to the pricing in Schedule 4.2 of the Agreement, the Fees applicable to the CCC Service Tower shall be as set forth in Schedule 4.2(B) of the Agreement, which includes (i) a reduction to account for the elimination of CCC Transformation-related charges from the MSC due to the termination of the WSS/IVR Transformation responsibilities from Schedule 23.2.6 (which for the avoidance of doubt are now covered in Amendment 3) and (ii) the agreement by the Parties to share in financial responsibility for the ARCs above certain historical baselines. In the event NiSource does not enter into a direct relationship with Vertex, at any time during the 24 month period following the CCC Fixed Period the Parties agree that NiSource may terminate the CCC Services.
	c.		If NiSource and Vertex enters into a direct agreement for the Vertex CCC Scope:

	i.		IBM shall continue to provide the services, software and assets to Vertex in connection with providing Services to NiSource at no charge to NiSource (or Vertex), as those services, software and assets are set forth in Schedule 2.9 of the Agreement for Business Process and Support Services between IBM and Vertex, dated as of June 21, 2005, as amended by IBM and Vertex as of October 24, 2007 (the “ IBM/Vertex Agreement ”);
	ii.		IBM (or Vertex as IBM’s subcontractor for NiSource) shall continue to provide at no additional charge to NiSource IVR recording services, including onsite business support and IVR prompt recordings in accordance with the description of

NiSource — IBM Amendment #4

services set forth in the amended IBM/Vertex Agreement as of the Amendment Effective Date (unless further amendments are otherwise approved by NiSource) . IBM shall ensure that Vertex’s responsibilities under the IBM/Vertex Agreement includes that Vertex is also responsible for changes and updates to such recording services at no charge to IBM or NiSource, including changes or updates (a) pursuant to Amendment #3 to the Agreement or (b) as reasonably directed by NiSource. No change to the IBM/Vertex Agreement dated or entered into on or after October 22, 2007 (the “ MOU Effective Date ”) shall change the allocation or other responsibilities between IBM and Vertex so as to increase IBM’s (and therefore NiSource’s in the event of an assignment) financial responsibility under the IBM/Vertex Agreement beyond that which would have existed for IBM prior to the MOU Effective Date, unless otherwise agreed by NiSource.

	d.		For the avoidance of doubt, IBM shall have repair responsibility for the Equipment (including servers) at Smithfield at no additional charge to NiSource. Such Equipment shall not be counted against the RU Baselines if and until such time as the Vertex CCC Scope is transitioned directly to Vertex, at which time the Parties shall increase, at no charge to NiSource, the applicable RU Baselines to reflect any Equipment at such location that is not already part of the RU Baselines. The equipment refresh and maintenance obligations for the Vertex CCC Scope are as set forth in Attachment H (Matrix of Vertex/IBM/NiSource Equipment Refresh and Maintenance Obligations) , which IBM confirms are consistent with the allocation of responsibilities under the IBM/Vertex Agreement as of the MOU Effective Date.
	e.		If NiSource and Vertex enter into a direct agreement for the Vertex CCC Scope, IBM shall cooperate with the transition of Services to Vertex in accordance with the Agreement so that transition is seamless and does not result in any unplanned disruption in services to NiSource and its end users. At no charge to NiSource, IBM shall provide and allow Vertex to continue to use all data, documentation, manuals, process flows and other materials and information used in connection with the provision of the CCC Services in accordance with Attachment G (Intellectual Property Rights) .
	f.		If NiSource enters into a direct agreement with Vertex, NiSource shall terminate the Vertex CCC Scope from the Agreement and the Parties shall enter into an amendment to the Agreement reflecting such termination. In no event shall NiSource be responsible for any termination or wind down

NiSource — IBM Amendment #4

			fees (including Breakage, Balance Sheet Fees and Wind Down Expenses) related to any such termination. In addition, all references to fees and payments for the Vertex CCC Scope in the Agreement and all further performance obligations with respect to the Vertex CCC Scope shall be deleted from the Agreement and neither NiSource nor IBM shall have any further obligations to pay for or provide such Vertex CCC Scope (except for such fees and obligations as may be applicable to Termination/Expiration Assistance).
	g.		Regardless of whether NiSource and Vertex enter into a direct agreement for the Vertex CCC Scope, IBM shall continue to provide the offshore non-call services described in the Agreement. After the CCC Fixed Fee Period, if NiSource enters into a direct relationship with Vertex, (i) the Parties agree to terminate other existing Schedules applicable to the CCC Service Tower pursuant to subsection (f) and (ii) IBM shall continue to perform the offshore non-call work described in the Agreement, including the Schedules that refer to “ CCC – Offshore Non-Call Services Only” as set forth in Section  1(d) above, subject to the terms and conditions of the Agreement (the “ CCC Offshore Non-Call Services ”). As reflected in the restated Schedule 4.2 attached to this Amendment, IBM shall provide the CCC Offshore Non-Call Services for the applicable MSC (adjusted annually to reflect the application of ECA in accordance with Schedule 4.1 ) (the “ CCC Offshore Non-Call Fees ”). The CCC Offshore Non-Call Fees shall be prorated so that they are applied as monthly fees (terminable if the CCC Offshore Non-Call Services are terminated pursuant to the terms of the Agreement). The CCC Offshore Non-Call Fees shall be adjusted through ARCs/RRCs for resource usage above or below the RU Baseline as defined in Schedule 4.2 . The Parties agree that IBM shall not charge and NiSource shall not be responsible for ARCs/RRCs for the period of July 2007 through November 2007 for the “Non Call Work Units – Onshore and Non Call Work Units – Offshore” Resource Units and the “Transactions Handled by Web Service” Resource Units and that the MSC paid to date is the only payment applicable.
	h.		As reflected in the restated Schedule 4.2 attached to this Amendment, NiSource shall pay a fixed monthly fee which is not subject to ECA adjustment for the process improvements (referred to as “Business Process Transformation” in Schedule 4.2 ) made by IBM during the Term to date, including (i) improved scripting and process flow analysis to lower overall call handle time, (ii) optimized CSR to supervisor ratio processes and (iii) workforce management and scheduling process improvements to reduce overall shrinkage and improve schedule adherence. NiSource and IBM shall have the rights in the process improvements as set forth in Attachment G (Intellectual Property Rights) .

NiSource — IBM Amendment #4

	i.		The Parties’ agreement with respect to the Web/IVR Transformation projects are set forth in Amendment #3 (previously referred to as Amendment #25 to the Original Agreement) (the “ Web/IVR Amendment ”).
	j.		The following provisions relating to Web Self Service and IVR are hereby agreed to by the Parties:

i.

IBM’s responsibility for the support of the CCC Project Systems (as defined in the Web/IVR Amendment) shall be under the CCC Service Tower (and the CCC Fixed Fee) for the duration of the CCC Fixed Period and, at the end of the CCC Fixed Period, shall be moved under the IT Service Tower, together with fees for such services as set forth in Schedule 4.2 (which were decreased in Schedule 4.2 to reflect a change in the start date from the originally assumed July 1, 2008 to the actual start date but increased to reflect the application of ECA), payable over the remainder of the Term of the Agreement (the “ Ongoing Web/IVR Fees ”), which amount represents all amounts due and payable by NiSource for support and refresh of the CCC Project Systems. The Ongoing Web/IVR Fees include: server infrastructure (including repair and refresh), SOA support (related to the Standalone CCC Projects (as defined in the Web/IVR Amendment)), software licenses and maintenance (e.g., WebSphere and Genesys platforms) (including maintaining and being financially responsible for software currency as provided in Section 3.13 of the Agreement and ensuring, and being financially responsible for, the currency of all maintenance agreements) and IVR changes and reporting (e.g, WebSphere and Genesys GVP upgrade and fixes), third party contract responsibility as per Schedule 14.6 (Customer Contact Centers Third Party Contracts) to the Agreement including vendor management, program office and executive support. The Ongoing Web/IVR Fees do not include the Applications Services support cost, which is projected to be at the same level of support in hours that is currently being charged and currently utilized by NiSource. The Ongoing Web/IVR Fees include all fees for the Services relating to the servers, including provision of the servers and support and refresh thereof, at no additional charge to NiSource. In connection therewith, IBM will increase all applicable Resource Baselines to include the servers relating to the CCC Project Systems with no increase to the Fees.

NiSource — IBM Amendment #4

	ii.		Third party software licenses and maintenance agreements and third party hardware and equipment leases and maintenance agreements with respect to the CCC Project Systems shall be in NiSource’s name and shall be managed by IBM and shall be Type 1 contracts under Exhibit 14 to the Agreement .
	iii.		As part of the CCC Fixed Fee during the CCC Fixed Period, IBM shall (1) promote the use of the WSS System (as described in the Web/IVR Amendment) to NiSource customers calling into the customer contact centers by customer service representatives (“ CSRs ”) in accordance with the Adoption/Promotion Plan as provided in Annex 23.2.6B to Web/IVR Amendment, including using promotional scripting created by IBM and approved by NiSource (with quality assurance monitoring), and (2) provide CSR support to answer customer questions regarding use of the WSS System. The number of CSRs providing such support shall be sufficient to handle all such calls and meet all requirements applicable to the customer contact center under the Agreement, and IBM shall maintain an average speed to answer not to exceed 60 seconds with respect to such calls (which has been added as a Service Level to the Agreement). Such CSRs shall be trained to assist customers with the WSS System functionality and its proper use. IBM shall establish a separate 800 number and queue to direct calls to such CSRs. The foregoing services in subsection (2) above shall be provided with respect to all NiSource customer calls, including customers of NiSource’s Bay State and NIPSCO local distribution companies.
	iv.		Subject to Section 6(g) and 6(i) of the Web/IVR Amendment IBM shall provide the Telecommunications Services (as defined in the Web/IVR Amendment) and NiSource shall be financially responsible for Fees related to such Services.
	v.		These Parties have agreed to amend Exhibits 13 and 14 to the Agreement to add the software and associated contracts that are part of the CCC Project Systems and to remove any software and associated contracts replaced or retired as a result of the CCC Standalone Projects at such time the software and associated contracts are added or removed. There shall be no adjustment to the Fees as a result of such changes to Exhibits 13 and 14 .
	vi.		Service Levels have been updated in Schedule 3.2.6 .

NiSource — IBM Amendment #4

vii.

If NiSource has not entered into a direct relationship with Vertex as of the end of the CCC Fixed Fee Period, the Ongoing Web/IVR Fees shall be as set forth in Schedule 4.2 (B). The Ongoing Web/IVR Fees shall be subject to the application of ECA in accordance with Schedule 4.1.

	k.		As reflected in the restated Schedule 4.2 attached to this Amendment, the Balance Sheet Fee and Wind Down Expense amounts for CCC shall be reduced as of the Amendment Effective Date to “0” for the remainder of the Term.
	l.		For the avoidance of doubt, the words “capable of” in Section V(2)(i) and (ii) of Annex 23.2.6(B) of Amendment 3 shall mean that the infrastructure, including but not limited to the size of the equipment and the number of software licenses, installed and in production as of the time set forth in Section V(2)(i) and (ii) of Annex 23.2.6(B) can support the minimum number of users as set forth in such Section V(2)(i) and (ii) of Annex 23.2.6(B) without the addition of any hardware, software or other items beyond those not already addressed in subsection (i) of this Section 3 .
	m.		The Parties have agreed to delete from Schedule 22.6 the transition of BSG and NIPSCO.
	n.		In Schedule 4.2 , the CCC Fixed Fee is included for 12 months. Schedule 4.2 shall be adjusted in the event of an extension or termination of the CCC Fixed Period.

4.

Amendments applicable to the Supply Chain Management Service Tower .

	a.		The SCM Service Tower is hereby terminated as of the Amendment Effective Date subject to subsections (c) and (e) below.
	b.		As of the Amendment Effective Date and continuing until the end of the applicable Project Transition Back Period (as defined in Section  15(k) below), unless shortened or extended pursuant to Section  15(k) below,(the “ SCM Fixed Period ”), IBM shall provide the Services that relate to the SCM Service Tower in accordance with the Agreement, including all of the Services that are set forth in Schedule 2.4 to the Agreement (the “ SCM Services ”) for a fixed monthly price as defined in Schedule 4.2 (and not subject to ECA adjustment) (the “ SCM Fixed Fee ”). The SCM Fixed Fee shall be invoiced monthly in accordance with the payment terms set forth in the Agreement and reduced on an equitable basis to reflect reduced scope if the Services are transitioned away from IBM in phases and/or prorated if the transition back is completed mid-month. During the SCM Fixed Period, IBM shall provide the SCM Services in

NiSource — IBM Amendment #4

			accordance with all of the Service Levels applicable to the SCM Services, including the new Service Level applicable to BuySource as set forth in the updated restated Schedule 3.2.1 and Schedule 3.3.1 attached to this Amendment. NiSource shall not be obligated to pay the MSC or any other amounts relating to the SCM Services, other than the SCM Fixed Fee as applicable, during the SCM Fixed Period. As of the Transition Back Completion Date (as defined below), all references to fees and payments for and further performance obligations with respect to the SCM Services shall be deleted from the Agreement and neither NiSource nor IBM shall have any further obligations to pay for or provide the SCM Services (except for such fees and obligations expressly set forth herein).
	c.		Commencing on the Transition Back Completion Date for the SCM Services, IBM shall provide the support services for SCM as set forth in Attachment K at the fees set forth in Attachment K .
	d.		For the avoidance of doubt, in addition to the provision of the SCM Services as set forth above, IBM shall be obligated to provide Termination/Expiration Assistance in accordance with the Agreement.
	e.		In connection with the termination of the SCM Service Tower, NiSource shall pay to IBM the amount set forth in the Attachment D – relating to SCM which represents the total settlement payment by NiSource relating to the SCM Service Tower. In no event shall NiSource be responsible for any termination or wind down fees (including Breakage, Balance Sheet Fees and Wind Down Expenses). All termination an