Page ---- ARTICLE I. THE MERGER................................................ ............................ 1 Section 1.1. The Merger.................................................................... 1 Section 1.2. Effective...Merger Agreement • February 23rd, 1999 • Sempra Energy • Gas & other services combined • Kansas
b) The Members agree to amend Schedule 3.1 whenever necessary. ------------ Membership Interests and Economic Interests may be changed only by amendment of Schedule 3.1. Until agreed otherwise by all of the Members, each Member's ------------ Economic...Operating Agreement • July 17th, 1998 • Sempra Energy • Gas & other services combined • North Carolina
EXHIBIT 2.8 GUARANTEE AGREEMENTGuarantee Agreement • March 10th, 2000 • Sempra Energy • Gas & other services combined • New York
Sempra EnergyUnderwriting Agreement • June 29th, 2001 • Sempra Energy • Gas & other services combined • New York
Exhibit 1.1 Pacific Enterprises Debt Securities __________________________ Underwriting Agreement __________________________ To the Representatives of the several Underwriters named in the respective Pricing Agreements hereinafter described Ladies and...Underwriting Agreement • December 29th, 2000 • Sempra Energy • Gas & other services combined • New York
Pricing Agreement -----------------Pricing Agreement • April 30th, 2002 • Sempra Energy • Gas & other services combined
andRights Agreement • June 5th, 1998 • Mineral Energy Co • Gas & other services combined • California
ANDSenior Indenture • December 29th, 2000 • Sempra Energy • Gas & other services combined • New York
EXHIBIT 1.1 Sempra Energy Debt Securities __________________________ Underwriting Agreement ----------------------Underwriting Agreement • December 13th, 2000 • Sempra Energy • Gas & other services combined • New York
SEMPRA ENERGY SEVERANCE PAY AGREEMENTSeverance Pay Agreement • May 2nd, 2013 • Sempra Energy • Gas & other services combined • California
THIS AGREEMENT (this “Agreement”), dated as of February 18, 2013, (the “Effective Date”) is made by and between SEMPRA ENERGY, a California corporation (“Sempra Energy”), and Woodrow D. Smith (the “Executive”).
Sempra Underwriting Agreement May 28, 2024Underwriting Agreement • May 31st, 2024 • Sempra • Gas & other services combined
Sempra, a California corporation (the “Company”), confirms its agreement (this “Agreement”) with each of the Underwriters named in Schedule I hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 9 hereof), for whom Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Mizuho Securities USA LLC are acting as representatives (the “Representatives”), with respect to the issue and sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of $500,000,000 aggregate principal amount of the Company’s 6.875% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2054 (the “Securities”). The Securities are to be issued pursuant to an indenture dated as of June 26, 2019 (the “Indenture”) between the Company and U.S. Bank Trust Company, National Association (the “Trustee”), as successor trustee. The term “Indenture,” as used herein, includes the Officers’ Certificate (as defined i
Sempra Energy Debt Securities Underwriting Agreement November 17, 2008Underwriting Agreement • November 20th, 2008 • Sempra Energy • Gas & other services combined • New York
From time to time, Sempra Energy, a California corporation (the “Company”), proposes to enter into one or more Pricing Agreements (each a “Pricing Agreement”) in the form of Annex I hereto, with such additions and deletions as the parties thereto may determine, and, subject to the terms and conditions stated herein and therein, to issue and sell to the firms named in Schedule I to the applicable Pricing Agreement (such firms constituting the “Underwriters” with respect to such Pricing Agreement and the securities specified therein) certain of its debt securities (the “Securities”) specified in Schedule II to such Pricing Agreement (with respect to such Pricing Agreement, the “Designated Securities”).
SEMPRA ENERGY andPledge Agreement • April 30th, 2002 • Sempra Energy • Gas & other services combined • New York
SEMPRA ENERGY SEVERANCE PAY AGREEMENTSeverance Pay Agreement • May 2nd, 2013 • Sempra Energy • Gas & other services combined • California
THIS AGREEMENT (this “Agreement”), dated as of February 18, 2013 (the “Effective Date”), is made by and between SEMPRA ENERGY, a California corporation (“Sempra Energy”), and Lee Schavrien (the “Executive”).
Barclays Bank PLC Canary Wharf, London E14 4BB Facsimile: +44 (20) 77736461 Telephone: +44 (20) 777 36810 c/o Barclays Capital Inc. as Agent for Barclays Bank PLC New York, NY 10019 Telephone: +1 212 412 4000Confirmation • January 9th, 2018 • Sempra Energy • Gas & other services combined • New York
The purpose of this letter agreement is to confirm the terms and conditions of the Transaction entered into between Barclays Bank PLC (“Dealer”), through its agent Barclays Capital Inc. (the “Agent”), and Sempra Energy (“Counterparty”) on the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Dealer is not a member of the Securities Investor Protection Corporation (“SIPC”). Dealer is authorized by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority.
From: JPMorgan Chase Bank, National Association London Branch 25 Bank Street Canary Wharf London E14 5JP Date: July 10, 2018 To: Sempra Energy 488 8th Avenue San Diego, CA 92101 Attention: General Counsel Re: Registered Forward TransactionRegistered Forward Transaction • July 13th, 2018 • Sempra Energy • Gas & other services combined • New York
The purpose of this letter agreement is to confirm the terms and conditions of the Transaction entered into between JPMorgan Chase Bank, National Association, London Branch (“Dealer”) and Sempra Energy (“Counterparty”) on the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below.
RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO:Supplemental Indenture • August 13th, 2021 • Sempra Energy • Gas & other services combined
SEMPRA ENERGY SEVERANCE PAY AGREEMENTSeverance Pay Agreement • February 23rd, 2005 • Sempra Energy • Gas & other services combined • California
THIS AGREEMENT (this "Agreement"), dated as of ____________ (the "Effective Date") is made by and between SEMPRA ENERGY, a California corporation, and ________________ (the "Executive").
andPurchase Contract Agreement • April 30th, 2002 • Sempra Energy • Gas & other services combined • New York
OFOperating Agreement • February 5th, 1997 • Mineral Energy Co • California
ONCOR ELECTRIC DELIVERY HOLDINGS COMPANY LLC ONCOR ELECTRIC DELIVERY COMPANY LLC 1616 Woodall Rogers Freeway Dallas, Texas 75202Oncor Letter Agreement • August 28th, 2017 • Sempra Energy • Gas & other services combined • Texas
Reference is made to that certain Agreement and Plan of Merger dated August 21, 2017 (the “Merger Agreement”), by and among (i) Energy Future Holdings Corp., a Texas corporation (the “Company”), (ii) Energy Future Intermediate Holding Company LLC, a Delaware limited liability company (“EFIH”), (iii) Sempra Energy (“Parent”) and (iv) Power Play Merger Sub I, Inc., a Delaware corporation (“Merger Sub” and, together with Parent, “Purchasers”), which agreement has been approved by the board of directors of the Company, the board of managers of EFIH, the board of directors of Parent and the board of directors of Merger Sub and will be submitted for approval by the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). In addition, reference is made to the amended Plan of Reorganization (the “Plan of Reorganization”) attached to the Merger Agreement and filed by Purchasers, the Company, EFIH and other Debtors (as defined below) in connection with the Chapter 11
Sempra Energy Underwriting Agreement July 10, 2018Underwriting Agreement • July 13th, 2018 • Sempra Energy • Gas & other services combined • New York
Sempra Energy, a California corporation (the “Company”), confirms its agreement with each of the Underwriters named in Schedule I hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 8 hereof), for whom Citigroup Global Markets Inc. and J.P. Morgan Securities LLC are acting as representatives (the “Representatives”), with respect to the issue and sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of the Company’s 6.75% Mandatory Convertible Preferred Stock, Series B, no par value (the “Mandatory Convertible Preferred Stock”), set forth under the heading “Number of Firm Shares to be Purchased” in Schedule I hereto (the “Firm Shares”). The Company also proposes to issue and sell to the several Underwriters, not more than 750,000 additional shares of Mandatory Convertible Preferred Stock (the “Option Shares”) if and to the extent th
Dated 1 April 2008 THE ROYAL BANK OF SCOTLAND plc and SEMPRA COMMODITIES, INC. and SEMPRA ENERGY HOLDINGS VII B.V. and RBS SEMPRA COMMODITIES LLP and SEMPRA ENERGY (solely for the purposes of Clauses 13.1, 15.1, 15.2, 17,18.15 and 19.2) LIMITED...Limited Liability Partnership Agreement • May 2nd, 2008 • Sempra Energy • Gas & other services combined • England
Sempra Energy Underwriting Agreement October 5, 2009Underwriting Agreement • October 8th, 2009 • Sempra Energy • Gas & other services combined • New York
Sempra Energy, a California corporation (the “Company”), confirms its agreement with each of the Underwriters named in Schedule I hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 9 hereof), for whom Banc of America Securities LLC, J.P. Morgan Securities Inc. and RBS Securities Inc. are acting as representatives (the “Representatives”), with respect to the issue and sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of $750,000,000 aggregate principal amount of the Company’s 6.00% Notes due 2039 (the “Securities”). The Securities are to be issued pursuant to an indenture dated February 23, 2000 (the “Indenture”) between the Company and U.S. Bank National Association, as successor trustee to U.S. Bank Trust National Association (the “Trustee”). The term “Indenture,” as used herein, includes the Officers’ Certificate (as defined in the Indenture) establishing the
PURCHASE AND SALE AGREEMENT between SEMPRA ENERGY INTERNATIONAL HOLDINGS N.V. as Seller, and STATE GRID INTERNATIONAL DEVELOPMENT LIMITED, as Buyer Dated as of October 12, 2019Purchase and Sale Agreement • October 15th, 2019 • Sempra Energy • Gas & other services combined • New York
This Purchase and Sale Agreement is entered into as of October 12, 2019, by and between Sempra Energy International Holdings, N.V., a private limited liability company (naamloze vennootschap) existing under the Laws of Netherlands (“Seller”), and State Grid International Development Limited, a private company limited by shares existing under the Laws of Hong Kong (“Buyer”). Each of Seller and Buyer is referred to individually as a “Party”, and, collectively, as the “Parties”.
ENERGY PURCHASE AGREEMENTEnergy Purchase Agreement • March 19th, 2002 • Sempra Energy • Gas & other services combined • California
This ENERGY PURCHASE AGREEMENT (this "Agreement") is made and entered into as of the date set forth below, by and between the Department of Water Resources, an agency of the State of California, with respect to the Department of Water Resources Electric Power Fund separate and apart from its powers and responsibilities with respect to the State Water Resources Development System ("Department") and Sempra Energy Resources, a California corporation ("SER").
PURCHASE AND SALE AGREEMENT by and among SEMPRA ENERGY TRADING LLC,Purchase and Sale Agreement • February 19th, 2010 • Sempra Energy • Gas & other services combined • New York
This Purchase and Sale Agreement, dated as of February 16, 2010, is entered into by and among J.P. Morgan Ventures Energy Corporation, a Delaware corporation (“Purchaser”), Sempra Energy, a California corporation (“Sempra Energy”), The Royal Bank of Scotland plc, a public limited company incorporated in Scotland (“RBS,” and together with Sempra Energy, the “Seller Parents”), Sempra Energy Trading LLC, a Delaware limited liability company (“SET”), and RBS Sempra Commodities LLP, a limited liability partnership constituted under the Limited Liability Partnership Act of 2000 of the United Kingdom and the regulations made thereunder (the “Partnership” and, together with SET, the “Sellers” and each individually a “Seller” and, together with the Seller Parents, the “Seller Parties” and each individually, a “Seller Party”). RBS also shall be considered a “Seller” in relation to the RBS Related Assets and Liabilities (as defined below). The Sellers, the Seller Parents and the Purchaser each ma
Sempra Energy Underwriting Agreement September 19, 2012Underwriting Agreement • September 24th, 2012 • Sempra Energy • Gas & other services combined • New York
Sempra Energy, a California corporation (the “Company”), confirms its agreement with each of the Underwriters named in Schedule I hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 9 hereof), for whom Goldman, Sachs & Co., RBC Capital Markets, LLC and UBS Securities LLC are acting as representatives (the “Representatives”), with respect to the issue and sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of $500,000,000 aggregate principal amount of the Company’s 2.875% Notes due 2022 (the “Securities”). The Securities are to be issued pursuant to an indenture dated February 23, 2000 (the “Indenture”) between the Company and U.S. Bank National Association, as successor trustee to U.S. Bank Trust National Association (the “Trustee”). The term “Indenture,” as used herein, includes the Officers’ Certificate (as defined in the Indenture) establishing the form and term
NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • August 7th, 2008 • Sempra Energy • Gas & other services combined
Sempra Energy, a California corporation, hereby grants an option to purchase shares of its common stock to the optionee named below. The terms and conditions of the option are set forth in this cover sheet, in the attachment hereto, and in the Sempra Energy 2008 Non-Employee Directors’ Stock Plan (the “Plan”).
Sempra Energy EQUITY UNITS (Initially Consisting of Income Equity Units) Purchase Agreement __________________________ April 24, 2002 To the Representatives of the several Underwriters named in the respective Pricing Agreements hereinafter described...Purchase Agreement • April 30th, 2002 • Sempra Energy • Gas & other services combined • New York
EMPLOYMENT AGREEMENTEmployment Agreement • November 8th, 2002 • Sempra Energy • Gas & other services combined • California
THIS EMPLOYMENT AGREEMENT ("Agreement") made and entered into as of the 17th day of September, 2002 (the "Effective Date"), by and between Sempra Energy (the "Company"), a California corporation, and Stephen L. Baum (the "Executive");
Sempra Energy Common Stock, No Par Value Underwriting Agreement July 10, 2018Underwriting Agreement • July 13th, 2018 • Sempra Energy • Gas & other services combined • New York
Sempra Energy, a California corporation (the “Company”), confirms its agreement with each of the Underwriters named in Schedule I hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Citigroup Global Markets Inc. and J.P. Morgan Securities LLC are acting as representatives (the “Representatives”), with respect to the sale (the “Forward Sale”) by Citigroup Global Markets Inc. (“Citi”), in its capacity as an agent of the Forward Purchaser (as defined herein) Citibank, N.A., and J.P. Morgan Securities LLC (“J.P. Morgan”) (as such sellers, collectively, the “Forward Sellers”), acting severally and not jointly, of the respective numbers of shares of the Company’s common stock, no par value (the “Common Stock”) to be sold by them as set forth under the headings “Number of Forward Shares to be Purchased from Citi” and “Number of Forward Shares to be Purchased from J.P. Morgan,” respectively,
From: Citibank, N.A. New York, NY 10013 Attention: Theodore Finkelstein, Eric Natelson and Bianca Gotuaco Date: November 7, 2023 To: Sempra San Diego, CA 92101 Attention: General Counsel & Treasurer Re: Registered Forward TransactionRegistered Forward Transaction • November 13th, 2023 • Sempra • Gas & other services combined • New York
The purpose of this letter agreement is to confirm the terms and conditions of the Transaction entered into between Citibank, N.A. (“Dealer”) and Sempra (“Counterparty”) on the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA 2002 Master Agreement specified below.
WAIVER AGREEMENT October 3, 2017Waiver Agreement • October 6th, 2017 • Sempra Energy • Gas & other services combined
This Waiver Agreement (this “Waiver”), dated as October 3, 2017, is entered into by and among Energy Future Holdings Corp., a Texas corporation (the “Company”), Energy Future Intermediate Holding Company LLC, a Delaware limited liability company (“EFIH”), Sempra Energy, a California corporation (“Parent”), and Sempra Texas Merger Sub I, Inc. (formerly known as Power Play Merger Sub I, Inc.), a Delaware corporation (“Merger Sub” and, collectively with the Company, EFIH, and Parent, the “Parties”).
Exhibit 10.1 AMENDMENT TO EMPLOYMENT AGREEMENT By this Agreement, Sempra Energy (the "Company"), a California corporation formerly known as Mineral Energy Company, and STEPHEN BAUM (the "Executive") amend the Employment Agreement (the "Agreement")...Employment Agreement • March 9th, 1999 • Sempra Energy • Gas & other services combined
Exhibit 10.1 AMENDMENT TO EMPLOYMENT AGREEMENT By this Agreement, Sempra Energy (the "Company"), a California corporation formerly known as Mineral Energy Company, and STEPHEN BAUM (the "Executive") amend the Employment Agreement (the "Agreement") between Mineral Energy Company and Executive dated October 12, 1996, to be effective December 1, 1998, as follows: 1. Paragraph 4 (d) (iii) of the Agreement is stricken and replaced with the following language: "(iii) the relocation of the Executive's principal place of employment to a location away from the Company's headquarters or a relocation of the Company's headquarters to a location further away which is both further away from Executive's residence and more than thirty (30) miles from such headquarters or a substantial increase in the Executive's business travel obligations outside of the Southern California area as of the Effective Date other than any such increase that (A) arises in connection with extraordinary business activities o
