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 TransactionSempra Energy • July 13th, 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 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.
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
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,
