EX-10.1






ASSIGNMENT OF MEMBERSHIP INTERESTS




This ASSIGNMENT OF MEMBERSHIP INTERESTS (this “Assignment”), dated and effective as of
12:00:01 a.m., October 3, 2016 (the “Closing Date”), by and among PIEDMONT ACP COMPANY, LLC, a
North Carolina limited liability company (“Assignor”), and DOMINION ATLANTIC COAST PIPELINE, LLC, a
Delaware limited liability company (“Assignee”).



RECITALS





	 	A.	 	Assignor, Assignee, Duke Energy ACP, LLC, a Delaware limited liability company
(“Duke”), and Maple Enterprise Holdings, Inc., a Georgia corporation (“AGL”)
(collectively, the “ACP Owners”) are the current owners of Atlantic Coast Pipeline,
LLC, a Delaware limited liability company (“ACP”) and have previously entered into that
certain Limited Liability Company Agreement of Atlantic Coast Pipeline, LLC dated as of
September 2, 2014 (the “ACP LLCA”).






	 	B.	 	Assignor owns an aggregate ten-percent (10.0%) membership interest in ACP.






	 	C.	 	Assignor and Duke have entered into an agreement for a proposed transaction
(the “Proposed Merger”) that would grant Assignee with certain rights under Section
10.5 of the ACP LLCA (the “Dominion ROFR”).






	 	D.	 	Assignor and Assignee desire to enter into and consummate the transactions set
forth in this Assignment in lieu of Assignee exercising the Dominion ROFR, and each of
the ACP Owners has previously consented to, and waived, as applicable, any other
requirements under the ACP LLCA necessary for, the consummation of the transactions
described in this Assignment.






	 	E.	 	Assignor has agreed to sell, convey, transfer, assign and deliver to Assignee,
and Assignee has agreed to purchase, acquire and accept from Assignor, all of
Assignor’s right, title and interest in and to a three-percent (3%) membership interest
in ACP (the “Transferred Interest”), upon the terms and conditions set forth in this
Assignment.





NOW, THEREFORE, in consideration of the foregoing recitals, which are incorporated herein, and
of the mutual promises and covenants contained in this Assignment, the adequacy and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:




	1.	 	Definitions. Capitalized terms not otherwise defined herein have the meanings
specified in the ACP LLCA.






	2.	 	Conveyance.






	 	(a)	 	Assignor hereby grants, sells, transfers, assigns and conveys to Assignee, its
successors and assigns, for its and their own use forever, all right, title and
interest in and to the Transferred Interest (the “Interests Assignment”) for THIRTEEN
MILLION EIGHT-HUNDRED SIXTY-NINE THOUSAND ONE-HUNDRED THIRTY FOUR dollars
($13,869,134.00) (the “Purchase Price”) in cash, the receipt and sufficiency of which
are hereby acknowledged, and Assignee hereby accepts the Transferred Interest as of the
Closing Date (consummation of such assignment and acceptance, the “Closing”), and
hereby assumes and agrees to perform all of Assignor’s agreements and obligations
existing or arising with respect to the Transferred Interest under the ACP LLCA. For
the avoidance of doubt, the Purchase Price is equal to the generally accepted
accounting principles (“GAAP”) book value of the Transferred Interest on the Closing
Date (inclusive of allowance for funds used during construction).






	 	(b)	 	On the Closing Date in accordance with the instructions provided by Assignor,
Assignee shall wire, or shall cause to be wired, in immediately available funds the
Purchase Price and, if applicable, any amounts payable to Assignor pursuant to
Section 8(c) below.






	3.	 	Mutual Representations and Warranties. Assignor hereby represents and warrants to
Assignee and Assignee hereby represents and warrants to the Assignor (each of Assignor and
Assignee, in its capacity as the party making the representations and warranties, the
“Representing Party”) as follows:






	 	(a)	 	Organization; Qualification and Power. The Representing Party is an
entity duly organized, validly existing and in good standing under the laws of its
state of organization, and has full corporate power and authority to execute and
deliver this Assignment, and to perform its obligations hereunder.






	 	(b)	 	Authorization; Validity.






	 	i.	 	The execution and delivery by the Representing Party of this
Assignment, and the performance by the Representing Party of its obligations
hereunder, have been duly authorized by all requisite corporate action on
behalf of the Representing Party.






	 	ii.	 	This Assignment has been duly executed and delivered by the
Representing Party and when executed and delivered in accordance with the terms
hereof, shall constitute the valid and binding obligation of the Representing
Party, enforceable against it in accordance with its terms, except as
enforceability may be limited by bankruptcy, insolvency, reorganization,
fraudulent conveyance, arrangement, moratorium or other similar laws now or
hereafter in effect relating to or affecting creditors’ rights generally, and
general equitable principles (whether considered in a proceeding in equity or
at law).






	 	(c)	 	No Conflict; Third Party Consents. The execution and delivery by the
Representing Party of this Assignment and the performance by the Representing Party of
its obligations hereunder and the consummation by the Representing Party of the
transactions contemplated hereby will not:






	 	i.	 	conflict with, result in a material breach or violation of, or
constitute (with due notice or lapse of time or both) a material default (or
give rise to any right of termination, cancellation, modification or
acceleration) under any material agreement by which the Representing Party or
any of its assets or properties (including the Representing Party’s interest in
ACP) are bound, or






	 	ii.	 	require any material governmental or third party consent,
approval, filing or notification not already obtained or made by the
Representing Party, or otherwise fail to comply with a material requirement of
any such consent, approval, filing or notification.






	4.	 	Individual Representations and Warranties of the Assignor. Assignor hereby further
represents and warrants to Assignee that, other than for restrictions under the ACP LLCA, the
Securities Act of 1933, as amended, and applicable state securities laws, Assignor is the sole
legal, beneficial, record and equitable owner of all of the Transferred Interest, free and
clear of all liens, claims and encumbrances.






	5.	 	Limitation and Disclaimer.






	 	(a)	 	Except as expressly provided in Sections 3 and 4 above, Assignor is
conveying the Transferred Interest “as is”, without representation or warranty, whether
express, implied or statutory, all of which Assignor hereby disclaims as to any other
matter whatsoever.






	 	(b)	 	Assignor and Assignee agree that the disclaimers contained in this Section
5 are “conspicuous” disclaimers. Any covenants implied by statute or law by the
use of the words “grant,” “convey,” “bargain,” “sell,” “assign,” “transfer,” “deliver”
or “set over” or any of them or any other words used in this Assignment are hereby
expressly disclaimed, waived and negated.






	 	(c)	 	Neither Assignor nor Assignee shall be responsible for any broker, finder or
investment banker fee or commission in connection with the transactions contemplated by
this Assignment as a result of any arrangements made by or on behalf of the other
party.






	6.	 	Effect of Interests Assignment. Simultaneously with the Interests Assignment, the
parties hereto acknowledge and agree that Assignor shall cease to hold any rights of any kind
or nature in the Transferred Interest, but shall remain an owner of a seven percent (7%)
membership interest in ACP.






	7.	 	Waiver of Separate Transfer Instrument. The parties to this Assignment acknowledge
and agree that their mutual execution and delivery of this Assignment shall be sufficient to
evidence and effectuate the Interests Assignment, and that they shall not require (as between
them) any separate or additional instrument of transfer in connection with the Interests
Assignment.






	8.	 	Certain Tax Matters.






	 	(a)	 	The parties agree that, for U.S. federal income tax purposes, the Interests
Assignment shall be treated as a purchase and sale of the Transferred Interest and each
party agrees that it will treat and report the purchase and sale consistent with the
foregoing.






	 	(b)	 	Assignor and Assignee shall cause ACP to allocate ACP’s items of taxable
income, loss, gain, deduction and credit for the taxable year which includes the
Closing Date between Assignor and Assignee in accordance with the daily proration
method.






	 	(c)	 	Any sales, use, transfer, real property transfer, recording or stock transfer
tax (for the avoidance of doubt, excluding income taxes) incurred in connection with
the sale of the Transferred Interest pursuant to this Assignment shall be borne equally
by Assignee and Assignor. Each party shall file, to the extent required by applicable
tax law, all necessary tax returns and other documentation with respect to all taxes
for which such party is responsible hereunder. In addition, each party shall provide
the other party with such assistance as may be reasonably requested by the other party
or otherwise required by applicable tax law in connection with the preparation,
execution and/or filing of any tax return and other related documentation, any audit or
other examination by any governmental authority, or any judicial or administrative
proceedings relating to liability for taxes, and each will retain and provide the
requesting party with any records or information which may be relevant to such return,
audit or examination, proceedings or determination.






	9.	 	Indemnification; Limitation on Liability.






	 	(a)	 	Subject to the limitations set forth in this Section 9, from and after
the Closing, (i) Assignor shall indemnify, defend and hold harmless Assignee and its
affiliates from any and all costs, liabilities, losses, damages and reasonable expenses
actually incurred or paid by Assignee or its affiliates as a result of any breach of
any representation, warranty, covenant or agreement of Assignor contained this
Assignment, and (ii) Assignee shall indemnify, defend and hold harmless Assignor and
its affiliates from any and all costs, liabilities, losses, damages and reasonable
expenses actually incurred or paid by Assignor or its affiliates as a result of any
breach of any representation, warranty, covenant or agreement of Assignee contained
this Assignment.






	 	(b)	 	The maximum aggregate liability of Assignor under this Assignment (except in
the case of fraud, intentional misrepresentation or willful misconduct) shall not
exceed an amount equal to the Purchase Price (the “Cap”).






	 	(c)	 	The maximum aggregate liability of Assignee under this Assignment (except in
the case of fraud, intentional misrepresentation or willful misconduct) shall not
exceed the Cap.






	 	(c)	 	NOTWITHSTANDING ANY PROVISION IN THIS AGREEMENT TO THE CONTRARY, UNDER NO
CIRCUMSTANCES SHALL ANY PARTY, OR ITS AFFILIATES, OR ITS OR THEIR RESPECTIVE
REPRESENTATIVES, BE RESPONSIBLE OR LIABLE FOR, AND NO PARTY SHALL BE ENTITLED TO SEEK,
ANY PUNITIVE, EXEMPLARY, SPECULATIVE, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING UNDER
THIS ASSIGNMENT, INCLUDING LOST PROFITS (BUT ONLY TO THE EXTENT SUCH LOST PROFITS ARE
CONSEQUENTIAL DAMAGES), UNLESS ANY SUCH AMOUNTS ARE ACTUALLY PAID TO ANY THIRD PERSON
PURSUANT TO A THIRD PARTY CLAIM.






	11.	 	Further Assurances. On and after the Closing Date, and after giving due regard to
Section 7 above, the parties hereto shall take any and all further actions, including
but not limited to the execution of additional instruments or documents, that may be
reasonably requested in writing by any one of them to effectuate or evidence the Interests
Assignment or the other actions expressly contemplated by this Assignment.






	12.	 	Dominion ROFR. This Assignment is delivered in satisfaction of Assignor’s and/or
Duke’s obligations under Section 10.5 of the ACP LLCA with respect to the Proposed Merger.
For the avoidance of doubt, nothing in this Assignment or otherwise shall be deemed a waiver
of any of Assignee’s ongoing rights under Section 10.5 of the ACP LLCA or otherwise with
respect to any other proposed transaction.






	13.	 	Miscellaneous.






	 	(a)	 	This Assignment shall be binding upon and shall inure to the benefit of the
parties hereto and their respective successors and permitted assigns.






	 	(b)	 	This Assignment and the performance of the transactions and obligations of
Assignor and Assignee hereunder will be governed by and construed under the laws of the
State of Delaware without giving effect to any choice of law principles.






	 	(c)	 	This Assignment may be amended, modified and supplemented only by written
agreement of the parties hereto.






	 	(d)	 	This Assignment may be executed in counterparts, each of which shall be deemed
an original, but all of which together shall be deemed to be one and the same
agreement. A signed copy of this Assignment delivered by facsimile, e-mail or other
means of electronic transmission shall be deemed to have the same legal effect as
delivery of an original signed copy of this Assignment.





IN WITNESS WHEREOF, the parties hereto have caused this Assignment to be duly executed as of
the Closing Date.



PIEDMONT ACP COMPANY, LLC



	 	 	 
	By:

Name:

Title:

	 	/s/ Karl Newlin

Karl Newlin

Manager and Senior Vice President






DOMINION ATLANTIC COAST PIPELINE, LLC



	 	 	 
	By:

Name:

Title:

	 	/ s/ Anne E. Bomar

Anne E. Bomar

Senior Vice President, Pipeline Services and Optimization