Page ---- ARTICLE I. THE MERGER................................................ ............................ 1 Section 1.1. The Merger.................................................................... 1 Section 1.2. Effective...Agreement and Plan of Merger • February 23rd, 1999 • Sempra Energy • Gas & other services combined • Kansas
Sempra EnergyUnderwriting Agreement • June 29th, 2001 • Sempra Energy • Gas & other services combined • New York
EXHIBIT 2.8 GUARANTEE AGREEMENTGuarantee Agreement • March 10th, 2000 • 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...Sempra Energy • December 29th, 2000 • 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
TOSempra Energy • December 29th, 2000 • Gas & other services combined • New York
SEMPRA ENERGY andPledge Agreement • April 30th, 2002 • Sempra Energy • Gas & other services combined • New York
Underwriting AgreementUnderwriting Agreement • May 20th, 2004 • 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 Underwriting Agreement March 11, 2024Underwriting Agreement • March 14th, 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 BofA Securities, Inc., Mizuho Securities USA LLC, RBC Capital Markets, LLC and Scotia Capital (USA) 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 $600,000,000 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’ Ce
SEMPRA ENERGY SEVERANCE PAY AGREEMENTSempra Energy Severance 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 June 20, 2023Sempra • June 21st, 2023 • Gas & other services combined
$550,000,000 aggregate principal amount of the Company’s 5.400% Notes due 2026 (the “2026 Notes”) and $700,000,000 aggregate principal amount of the Company’s 5.500% Notes due 2033 (the “2033 Notes,” and, together with the 2026 Notes, the “Securities”). The Securities are to be issued pursuant to an indenture dated as of February 23, 2000 (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 in the Indenture) to be dated June 23, 2023, establishing the form and terms of the Securities pursuant to Sections 201 and 301 of the Indenture.
ANDSempra Energy • December 29th, 2000 • Gas & other services combined • New York
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 TransactionSempra • November 13th, 2023 • 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.
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 SEVERANCE PAY AGREEMENTSempra Energy Severance 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”).
RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO:Sempra Energy • August 13th, 2021 • Gas & other services combined
AMENDMENT NO. 2 To AMENDMENT AND PLAN OF REORGANIZATION This Amendment No. 2 is dated as of August 6, 1997, and amends the Agreement and Plan of Merger and Reorganization dated as of October 12, 1996, as previously amended (the "Merger Agreement"),...Mineral Energy Co • April 7th, 1998 • Gas & other services combined
AMENDMENT NO. 2 To AMENDMENT AND PLAN OF REORGANIZATION This Amendment No. 2 is dated as of August 6, 1997, and amends the Agreement and Plan of Merger and Reorganization dated as of October 12, 1996, as previously amended (the "Merger Agreement"), among the parties named below. The parties named below, which constitute all of the parties to the Merger Agreement, agree that the date September 1, 1998 is substituted for the date April 30, 1998 appearing in Section 8.01(b) of the Merger Agreement. ENOVA CORPORATION By: ____________________________ PACIFIC ENTERPRISES By: ____________________________ MINERAL ENERGY COMPANY By: ____________________________ G MINERAL ENERGY SUB By: ____________________________ B MINERAL ENERGY SUB By: ___________________________ - 1 -
SEMPRA ENERGY SEVERANCE PAY AGREEMENTSempra Energy Severance 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
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 AGREEMENTConsent and 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 July 10, 2018Sempra Energy • July 13th, 2018 • 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
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”).
RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO:Sempra Energy • September 28th, 2020 • Gas & other services combined
INDEMNITY AGREEMENTIndemnity Agreement • May 2nd, 2008 • Sempra Energy • Gas & other services combined • New York
INDEMNITY AGREEMENT (this “Agreement”), dated as of April 1, 2008, is made and entered into by and among Sempra Energy, a California corporation (“Sempra”), Pacific Enterprises, a California corporation (“Pacific”), Enova Corporation, a California corporation (“Enova” and together with Sempra and Pacific, the “Sempra Indemnitees”) and The Royal Bank of Scotland plc, a Scottish company limited by shares (the “Indemnitor”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Formation Agreement (as defined below).
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,
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
BETWEENFirst Supplemental Indenture • April 30th, 2002 • Sempra Energy • Gas & other services combined • New York
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”).
Sempra Underwriting Agreement May 28, 2024Sempra • May 31st, 2024 • 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
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
