DISTRIBUTION, CONTRIBUTION AND ASSUMPTION AGREEMENT
This Distribution, Contribution 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 Questar Corporation, a Utah corporation (DEQC), DECP Holdings, Inc., a Virginia corporation (DECP Holdings), Dominion Energy Gas Holdings, LLC, a Virginia limited liability company (DEGH), and Dominion MLP Holding Company II, LLC, a Virginia limited liability company (DMLPHC II). 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, CONTRIBUTIONS, 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 DECP to DEGH. DMLPHC II shall distribute 50% of the outstanding limited partnership interests in Dominion Energy Cove Point LNG, LP, a Delaware limited partnership (DECP), to DEGH, for its own use, forever, and DEGH shall accept such distribution.
Section 1.2 Distribution of Interest in DECP to DEQC. Immediately after the preceding distribution in Section 1.1 hereof, DEGH shall distribute 50% of the outstanding limited partnership interests in DECP to DEQC, for its own use, forever, and DEQC shall accept such distribution.
Section 1.3 Contribution of Interests in DECP to DECP Holdings. Immediately after the preceding distribution in Section 1.2 hereof, DEQC shall contribute 50% of the outstanding limited partnership interests in DECP to DECP Holdings, for its own use, forever, and DECP Holdings shall accept such distribution.
From time to time after the Effective Time, and without any further consideration, the Parties agree to execute, acknowledge and deliver all such additional deeds, assignments, bills of sale, conveyances, instruments, notices, releases, acquittances and other documents, and to do all such other acts and things, all in accordance with applicable law, as may be necessary or