DISTRIBUTION AND ASSUMPTION AGREEMENT
This Distribution and Assumption Agreement (this Agreement), dated and effective as of 12:00:01 a.m. Eastern Time on November 1, 2020 (the Effective Time), is by and among Dominion Energy Midstream Partners, LP, a Delaware limited partnership (DM), Dominion Energy Midstream GP, LLC, a Delaware limited liability company (DM GP), Dominion Cove Point, LLC, a Virginia limited liability company (DCP), Dominion MLP Holding Company, LLC, a Delaware limited liability company (DMLP Holding), Dominion Energy Gas Holdings, LLC, a Virginia limited liability company (DEGH), and Dominion Energy Questar Corporation, a Utah corporation (DEQC). The above-named entities are sometimes referred to in this Agreement individually as a Party and collectively as the Parties.
WHEREAS, each of the Parties is a wholly owned subsidiary of Dominion Energy, Inc., a Virginia corporation (DEI);
WHEREAS, the Parties desire to effect a series of transactions in connection with an internal reorganization;
WHEREAS, the stockholders or members of the Parties have taken all corporate or limited liability company actions, as the case may be, required to approve the transactions contemplated by this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto agree as follows:
TRANSFERS, ACKNOWLEDGEMENTS AND DISTRIBUTIONS
Subject to Section 3.1 of this Agreement, the following shall be completed at the Effective Time in the sequence set forth below:
Section 1.1 Distribution of Interests in QPipe to DM Limited Partners. DM shall distribute all of its membership interests in Dominion Energy Questar Pipeline, LLC, a Utah limited liability company (QPipe), to its limited partners; namely, (a) DM GP, (b) DMLP Holding and (c) DCP (collectively, the DM Limited Partners) in accordance with their existing limited partnership interest ownership percentages in DM set forth below, for their own use, forever, and the DM Limited Partners shall accept such distribution:
| ||(ii) || |
DMLP Holding - 69.9%
Section 1.2 Distribution of DM GP and DMLP Holding Interests in QPipe to DCP. Immediately after the preceding distribution in Section 1.1 hereof, DM GP and DMLP Holding shall distribute all of their collective 83.8% membership interests in QPipe, to DCP, for its own use, forever, and DCP shall accept such distribution
Section 1.3 Distribution of Interests in QPipe to DEGH. Immediately after the preceding distribution in Section 1.2 hereof, DCP shall distribute all of its membership interests in QPipe, to DEGH, for its own use, forever, and DEGH shall accept such distribution.
Section 1.4 Distribution of Interest in QPipe to DEQC. Immediately after the preceding distribution in Section 1.3 hereof, DEGH shall distribute all of its membership interests in QPipe, to DEQC, for its own use, forever, and DEQC shall accept such distribution.