CONTRIBUTION, DISTRIBUTION AND ASSUMPTION AGREEMENT
This Contribution, Distribution and Assumption Agreement (this Agreement), dated November 5, 2019 (the Effective Time), is by and among Dominion Energy, Inc. a Virginia corporation (DEI), Dominion Energy Questar Corporation, a Utah corporation (DEQ), and Dominion Energy Gas Holdings, LLC, a Virginia limited liability company (DEGH). 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 other than DEI is a wholly owned subsidiary of DEI;
WHEREAS, the Parties desire to effect a series of transactions in connection with an internal reorganization that will consolidate DEIs interests in natural gas businesses under DEGH;
WHEREAS, the stockholders, members or partners of the Parties have taken all corporate, limited liability company or partnership action, as the case may be, required to approve the transactions contemplated by this Agreement;
WHEREAS, DEQ, Dominion Energy Midstream Partners, LP, Dominion Energy Midstream GP, LLC, Dominion MLP Holding Company, LLC, Dominion Gas Projects Company, LLC, Dominion Cove Point, LLC (DCP), Cove Point GP Holding Company, LLC, Dominion MLP Holding Company II, LLC (DMLPHC II) and QPC Holding Company, LLC have previously entered into that certain Contribution, Distribution, and Assumption Agreement, dated November 5, 2019 (the Phase 2 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 Shares of DEGP. DEGH shall distribute all of its shares of Dominion Gathering and Processing, Inc., a Virginia corporation (DEGP) to DEI, for its own use, forever, and DEI shall accept such distributions.
Section 1.2 Contribution of Interests in DEGH. Immediately after the preceding distribution in Section 1.1 hereof, DEI shall contribute all of its membership interests in DEGH to DEQ, for its own use, forever, and DEQ shall accept such distribution.
Section 1.3 Contribution of Interests in DCP. Immediately after the preceding contribution in Section 1.2 hereof, DEQ shall contribute all of its membership interests in DCP to DEGH, for its own use, forever, and DEGH shall accept such contribution.