Contribution, Distribution, and Assumption Agreement, dated as of November 5, 2019, by and among Dominion Energy, Inc., Dominion Energy Gas Holdings, LLC and Dominion Energy Questar Corporation
CONTRIBUTION, DISTRIBUTION, AND ASSUMPTION
by and among
DOMINION ENERGY, INC.
DOMINION ENERGY GAS HOLDINGS, LLC
DOMINION ENERGY QUESTAR CORPORATION
Dated November 5, 2019
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.
Section 1.4 Contribution of Interests in DMLPHC II. Immediately after the preceding contribution in Section 1.3 hereof, DEQ shall contribute all of its membership interests in DMLPHC II to DEGH, for its own use, forever, and DEGH shall accept such contribution.
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 appropriate (a) more fully to assure that the applicable Parties own all of the properties, rights, titles, interests, estates, remedies, powers and privileges granted by this Agreement, or which are intended to be so granted, (b) more fully and effectively to vest in the applicable Parties and their respective successors and assigns beneficial and record title to the interests contributed and assigned by this Agreement or intended to be so and (c) more fully and effectively to carry out the purposes and intent of this Agreement.
Section 3.1 Order of Completion of Transactions. The transactions provided for in Article I of this Agreement shall be completed immediately following the Effective Time in the order set forth therein; provided, that in no event shall the Effective Time be deemed to have occurred prior to the consummation of the transactions contemplated by the Phase 2 Agreement.
Section 3.2 Effective Time. Notwithstanding anything contained in this Agreement to the contrary, none of the provisions herein shall be operative or have any effect until the Effective Time, at which time all such provisions shall be effective and operative in accordance with Section 3.1 without further action by any Party.
Section 4.1 Headings; References; Interpretation. All Article and Section headings in this Agreement are for convenience only and shall not be deemed to control or affect the meaning or construction of any of the provisions hereof. The words hereof, herein and hereunder and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole, including, without limitation, all Schedules and Exhibits attached hereto, and not to any particular provision of this Agreement. All references herein to Articles, Sections, Schedules and Exhibits shall, unless the context requires a different construction, be deemed to be references to the Articles and Sections of this Agreement and the Schedules and Exhibits attached hereto, and all such Schedules and Exhibits attached hereto are hereby incorporated herein and made a part hereof for all purposes. All personal pronouns used in this Agreement, whether used in the masculine, feminine or neuter gender, shall include all other genders, and the singular shall include the plural and vice versa. The use herein of the word including following any general statement, term or matter shall not be construed to limit such statement, term or matter to the
specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as without limitation, but not limited to or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that could reasonably fall within the broadest possible scope of such general statement, term or matter.
Section 4.2 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns.
Section 4.3 No Third Party Rights. The provisions of this Agreement are intended to bind the Parties as to each other and are not intended to and do not create rights in any other person or confer upon any other person any benefits, rights or remedies, and no person is or is intended to be a third party beneficiary of any of the provisions of this Agreement.
Section 4.4 Counterparts. This Agreement may be executed in any number of counterparts with the same effect as if all Parties had signed the same document. All counterparts shall be construed together and shall constitute one and the same instrument.
Section 4.5 Applicable Law; Forum, Venue and Jurisdiction.
(a) This Agreement shall be construed in accordance with and governed by the laws of the State of Delaware, without regard to the principles of conflicts of law.
(b) Each of the Parties:
(i) irrevocably agrees that any claims, suits, actions or proceedings arising out of or relating in any way to this Agreement shall be exclusively brought in the Court of Chancery of the State of Delaware;
(ii) irrevocably submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware in connection with any such claim, suit, action or proceeding;
(iii) agrees not to, and waives any right to, assert in any such claim, suit, action or proceeding that (A) it is not personally subject to the jurisdiction of the Court of Chancery of the State of Delaware or of any other court to which proceedings in the Court of Chancery of the State of Delaware may be appealed, (B) such claim, suit, action or proceeding is brought in an inconvenient forum, or (C) the venue of such claim, suit, action or proceeding is improper;
(iv) expressly waives any requirement for the posting of a bond by a Party bringing such claim, suit, action or proceeding; and
(v) consents to process being served in any such claim, suit, action or proceeding by mailing, certified mail, return receipt requested, a copy thereof to such Party at the address in effect for notices hereunder, and agrees that such services shall constitute good and sufficient service of process and notice thereof; provided, nothing in clause (v) hereof shall affect or limit any right to serve process in any other manner permitted by law.
Section 4.6 Severability. If any of the provisions of this Agreement are held by any court of competent jurisdiction to contravene, or to be invalid under, the laws of any political body having jurisdiction over the subject matter hereof, such contravention or invalidity shall not invalidate the entire Agreement. Instead, this Agreement shall be construed as if it did not contain the particular provision or provisions held to be invalid and an equitable adjustment shall be made and necessary provision added so as to give effect to the intention of the Parties as expressed in this Agreement at the time of execution of this Agreement.
Section 4.7 Amendment or Modification. This Agreement may be amended or modified from time to time only by the written agreement of all the Parties. Each such instrument shall be reduced to writing and shall be designated on its face as an amendment to this Agreement. Notwithstanding anything in the foregoing to the contrary, any amendment executed by the Partnership or any of its subsidiaries shall not be effective unless and until the execution of such amendment has been approved by the conflicts committee of the General Partners board of directors.
Section 4.8 Integration. THIS AGREEMENT AND THE INSTRUMENTS REFERENCED HEREIN SUPERSEDE ALL PREVIOUS UNDERSTANDINGS OR AGREEMENTS AMONG THE PARTIES, WHETHER ORAL OR WRITTEN, WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT AND SUCH INSTRUMENTS. THIS AGREEMENT AND SUCH INSTRUMENTS CONTAIN THE ENTIRE UNDERSTANDING OF THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND THEREOF. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. NO UNDERSTANDING, REPRESENTATION, PROMISE OR AGREEMENT, WHETHER ORAL OR WRITTEN, IS INTENDED TO BE OR SHALL BE INCLUDED IN OR FORM PART OF THIS AGREEMENT UNLESS IT IS CONTAINED IN A WRITTEN AMENDMENT HERETO EXECUTED BY THE PARTIES HERETO AFTER THE DATE OF THIS AGREEMENT.
Section 4.9 Deed; Bill of Sale; Assignment. To the extent required and permitted by applicable law, this Agreement shall also constitute a deed, bill of sale or assignment of the assets and interests referenced herein.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties to this Agreement have caused it to be duly executed as of the date first above written.
|DOMINION ENERGY, INC.|
|Title:||Executive Vice President and President & Chief Executive Officer Gas Infrastructure Group|
|DOMINION ENERGY GAS HOLDINGS, LLC|
|By:||Dominion Energy Questar Corporation,|
|its Sole Member|
|DOMINION ENERGY QUESTAR CORPORATION|