Morgan Stanley & Co. LLC New York, New York 10036-8293Sempra Energy • January 9th, 2018 • 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 Morgan Stanley & Co. LLC (“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.
Sempra Energy Common Stock, No Par Value Underwriting Agreement January 4, 2018Underwriting Agreement • January 9th, 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 Morgan Stanley & Co. LLC, RBC Capital Markets, LLC and Barclays Capital Inc. are acting as representatives (the “Representatives”), with respect to the sale (the “Forward Sale”) by Morgan Stanley & Co. LLC (“Morgan Stanley”), Royal Bank of Canada (“RBC”) and Barclays Capital Inc. (“Barclays”), in its capacity as an agent and affiliate of the Forward Purchaser (as defined herein) Barclays Bank PLC (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 Morgan Stanley,” “Number
Sempra Energy 6% Mandatory Convertible Preferred Stock, Series A, No Par Value Underwriting Agreement January 4, 2018Letter Agreement • January 9th, 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 Morgan Stanley & Co. LLC, RBC Capital Markets, LLC and Barclays Capital 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 the respective numbers of shares of the Company’s 6% Mandatory Convertible Preferred Stock, Series A, 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 2,250,000 additional shares of Mandatory Convertible Preferred Stock (the “Option Shares”) if and t
