SECOND AMENDMENT
TO
INDEMNITY AGREEMENT
SECOND AMENDMENT TO INDEMNITY
AGREEMENT , dated as of June
30, 2009 (“ Second Amendment ”) by and among
Sempra Energy, a California corporation, Pacific Enterprises, a
California corporation, Enova Corporation, a California corporation
(collectively with Sempra Energy and Pacific Enterprises, the
“ Sempra Indemnitees ”), and The Royal Bank of
Scotland plc, a Scottish company limited by shares (the “
Indemnitor ”). Capitalized terms used herein
without definition have the meanings provided in the Indemnity
Agreement (as defined below).
RECITALS :
WHEREAS, the Sempra Indemnitees and the
Indemnitor have entered into an Indemnity Agreement dated as of
April 1, 2008 (the “ Original Indemnity
Agreement ”), as amended March 30. 2009 (the “
First Amendment ” and, together with the Original
Indemnity Agreement, the “ Indemnity Agreement
”).
WHEREAS, pursuant to Section 7.12(b)(iii)
of the Formation Agreement, the parties thereto have committed to
use their commercially reasonable efforts to cause the novation
(substituting the Indemnitor for the relevant Indemnified Party) or
termination, to the greatest extent possible, of the outstanding
Financial Assurances;
WHEREAS, as a result of certain delays in
the novation process, the parties acknowledge that certain
Financial Assurances, including certain of the Post-Closing
Financial Assurances, continue to be outstanding as of the date of
this Second Amendment; and
WHEREAS, the Indemnitor has requested,
and the Sempra Indem
