UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported) November 2, 2020 (November 1, 2020)

 

 

Dominion Energy Gas Holdings, LLC

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Virginia   001-37591   46-3639580
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
  (IRS Employer
Identification No.)
120 Tredegar Street
Richmond, Virginia
  23219
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s Telephone Number, Including Area Code (804) 819-2000

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class

 

Trading
Symbol(s)

 

Name of each Exchange
on which Registered

2014 Series C 4.6% Senior Notes     New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 


Item 1.01 Entry into a Material Definitive Agreement.

On November 1, 2020, Dominion Energy Gas Holdings, LLC (the “Company”) entered into a Distribution and Assumption Agreement (the “QPipe Agreement”) with Dominion Energy Midstream Partners, LP (“DEM”), Dominion Energy Midstream GP, LLC (“DEM GP”), Dominion Cove Point, LLC (“DCP”), Dominion MLP Holding Company, LLC (“DMLP Holding”) and Dominion Energy Questar Corporation (“Dominion Questar”).

On November 1, 2020, the Company entered into a Distribution, Contribution and Assumption Agreement (the “Cove Point Agreement” and, together with the QPipe Agreement, the “Distribution Agreements”) with Dominion Questar, DECP Holdings, Inc. (“DECP Holdings”), and Dominion MLP Holding Company II, LLC (“DMLP Holding II”).

Each party to each Distribution Agreement, other than the Company, is a wholly-owned subsidiary of Dominion Energy, Inc. (“DEI”).

Pursuant to the QPipe Agreement, certain subsidiaries of the Company executed a number of transactions to distribute 100% of the outstanding membership interests in Dominion Energy Questar Pipeline, LLC (“QPipe”) to Dominion Questar, which was the direct parent company of the Company prior to the closing of the previously announced transaction (the “Original Transaction), under which Berkshire Hathaway Energy Company (“BHE”) agreed to purchase substantially all of the natural gas transmission and storage business of DEI and Dominion Questar, pursuant to the terms of the Purchase and Sale Agreement (the “PSA”), dated as of July 3, 2020 among DEI, Dominion Questar and BHE.

Pursuant to the Cove Point Agreement, and in accordance with the terms of the PSA, certain subsidiaries of the Company executed a number of transactions to distribute 50% of the outstanding limited partnership interests in Dominion Energy Cove Point LNG, LP (“DECP LNG”) to DECP Holdings, a direct, wholly-owned subsidiary of Dominion Questar.

Following the consummation of the transactions contemplated by the Distribution Agreements, the Company relinquished all ownership of 100% of the outstanding membership interests in QPipe and 50% of the outstanding limited partnership interests in DECP LNG.

The foregoing description of the Distribution Agreements does not purport to be complete and is qualified in its entirety by reference to the complete text of the Distribution Agreements. A copy of each of the QPipe Agreement and the Cove Point Agreement is filed as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form 8-K and each is incorporated herein by reference in its entirety.

Item 1.02 Termination of a Material Definitive Agreement.

Effective November 1, 2020 in connection with the closing of the Original Transaction, the Company terminated its participation as a co-borrower in the Fourth Amended and Restated Revolving Credit Agreement, dated as of March 22, 2019, among DEI, Virginia Electric and Power Company, the Company, Questar Gas Company and Dominion Energy South Carolina, Inc. (f/k/a South Carolina Electric & Gas Company), as Borrowers, JPMorgan Chase Bank, N.A., as Administrative Agent, Mizuho Bank, Ltd., Bank of America, N.A., The Bank of Nova Scotia and Wells Fargo Bank, N.A., as Syndication Agents, and other lenders named therein (the “Credit Agreement”). The material terms of the Credit Agreement were previously disclosed in the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission (“SEC”) on March 26, 2019 and such disclosure is incorporated herein by reference. The Credit Agreement remains in effect for the remaining borrowers.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The information disclosed in Item 1.01 above is incorporated herein by reference.

In connection with the disposition of 100% of the outstanding membership interests in QPipe and 50% of the outstanding limited partnership interests in DECP LNG, the Company expects to file an amendment to this report on Form 8-K within four business days following the Distribution Agreements becoming effective in order to disclose pro forma financial information required pursuant to Article 11 of Regulation S-X (17 CFR 210).


Item 5.01 Changes in Control of Registrant.

As a result of the closing of the Original Transaction, a change in control of the Company occurred, and the Company thereby became a wholly-owned subsidiary of BHE.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On November 1, 2020, the Board of Directors (the “Board”) of the Company approved an amendment to the Company’s Articles of Organization (as amended, the “Articles of Organization”) and an amendment and restatement of the Company’s Operating Agreement (as amended and restated, the “Operating Agreement”) to change the name of the Company from Dominion Energy Gas Holdings, LLC to Eastern Energy Gas Holdings, LLC.

The Company expects to file the Articles of Amendment to the Articles of Organization with the Commonwealth of Virginia State Corporation Commission promptly and upon the Articles of Amendment becoming effective, the new name of the limited liability company will be Eastern Energy Gas Holdings, LLC.

Item 8.01 Other Events.

In accordance with the PSA, at the closing of the Original Transaction, each of Carlos M. Brown, James R. Chapman and Robert M. Blue resigned from the Board of the Company. These resignations were in connection with the Original Transaction and not as a result of any disagreements between the Company and the resigning individuals on any matters relating to the Company’s operations, policies or practices.

Following the closing of the Original Transaction on November 1, 2020, Natalie L. Hocken, Calvin D. Haack and Mark A. Hewett were elected directors of the Company by its sole member, BHE GT&S, LLC, a wholly-owned subsidiary of BHE.

Item 9.01 Financial Statements and Exhibits.

 

Exhibit
No.

  

Description

10.1    Distribution and Assumption Agreement, dated as of November  1, 2020, by and among Dominion Energy Midstream Partners, LP, Dominion Energy Midstream GP, LLC, Dominion Cove Point, LLC, Dominion MLP Holding Company, LLC, Dominion Energy Gas Holdings, LLC and Dominion Energy Questar Corporation.
10.2    Distribution, Contribution and Assumption Agreement, dated as of November  1, 2020, by and among Dominion Energy Questar Corporation, DECP Holdings, Inc., Dominion Energy Gas Holdings, LLC, and Dominion MLP Holding Company II, LLC.


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

DOMINION ENERGY GAS HOLDINGS, LLC

Registrant

/s/ Scott C. Miller

Name:   Scott C. Miller
Title:   Chief Financial Officer & Treasurer

Date: November 2, 2020

Exhibit 10.1

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.”

RECITALS

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:

ARTICLE I

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:

 

  (i)

DM GP - 13.9%

 

  (ii)

DMLP Holding - 69.9%

 

  (iii)

DCP - 16.2%

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.

 

1


ARTICLE II

FURTHER ASSURANCES

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 distributed 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.

ARTICLE III

EFFECTIVE TIME

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.

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.

ARTICLE IV

MISCELLANEOUS

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, and not to any particular provision of this Agreement. All references herein to Articles and Sections shall, unless the context requires a different construction, be deemed to be references to the Articles and Sections of this Agreement. 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.

 

2


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.

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]

 

3


IN WITNESS WHEREOF, the parties to this Agreement have caused it to be duly executed as of the date first above written.

 

DOMINION ENERGY MIDSTREAM PARTNERS, LP
By:   Dominion Energy Midstream GP, LLC,
  its General Partner
By:  

/s/ James R. Chapman

Name:   James R. Chapman
Title:   EVP, CFO and Treasurer
DOMINION ENERGY MIDSTREAM GP, LLC
By:  

/s/ James R. Chapman

Name:   James R. Chapman
Title:   EVP, CFO and Treasurer
DOMINION COVE POINT, LLC
By:  

/s/ James R. Chapman

Name:   James R. Chapman
Title:   EVP, CFO and Treasurer
DOMINION MLP HOLDING COMPANY, LLC
By:  

/s/ James R. Chapman

Name:   James R. Chapman
Title:   EVP, CFO and Treasurer
DOMINION ENERGY GAS HOLDINGS, LLC
By:  

/s/ James R. Chapman

Name:   James R. Chapman
Title:   EVP, CFO and Treasurer
DOMINION ENERGY QUESTAR CORPORATION
By:  

/s/ James R. Chapman

Name:   James R. Chapman
Title:   EVP, CFO and Treasurer

[Signature Page to QPipe Distribution and Assumption Agreement]

Exhibit 10.2

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.”

RECITALS

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:

ARTICLE I

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.

ARTICLE II

FURTHER ASSURANCES

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

 

1


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 distributed, 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.

ARTICLE III

EFFECTIVE TIME

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.

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.

ARTICLE IV

MISCELLANEOUS

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, and not to any particular provision of this Agreement. All references herein to Articles and Sections shall, unless the context requires a different construction, be deemed to be references to the Articles and Sections of this Agreement. 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.

 

2


(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.

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]

 

3


IN WITNESS WHEREOF, the parties to this Agreement have caused it to be duly executed as of the date first above written.

 

DOMINION ENERGY QUESTAR CORPORATION
By:  

/s/ James R. Chapman

Name:   James R. Chapman
Title:   EVP, CFO and Treasurer
DECP HOLDINGS, INC.
By:  

/s/ James R. Chapman

Name:   James R. Chapman
Title:   EVP, CFO and Treasurer
DOMINION ENERGY GAS HOLDINGS, LLC
By:  

/s/ James R. Chapman

Name:   James R. Chapman
Title:   EVP, CFO and Treasurer
DOMINION MLP HOLDING COMPANY II, LLC
By:   Dominion Energy Gas Holdings, LLC,
  its Sole Member
By:  

/s/ James R. Chapman

Name:   James R. Chapman
Title:   EVP, CFO and Treasurer

[Signature Page to DECP 50% LP Distribution, Contribution and Assumption Agreement]