Exhibit 1
South Jersey Gas Company
Secured Medium Term Notes, Series A
Due from One Year to Forty Years
from Date of Issue
Terms Agreement
South Jersey Gas Company
Number One South Jersey Plaza
Route 54
Folsom, New Jersey 08037
July 9, 2001
Attention:
Subject in all respects to the terms and conditions of the Distribution
Agreement (the "Agreement") dated October 5, 1998, as amended on June 26, 2000
among UBS Warburg LLC, First Union Securities, Inc. and Edward D. Jones & Co.,
L.P. and you, the undersigned agrees to purchase the following:
Secured Medium Term Notes, Series A 2001-1
Secured Medium Term Insured Notes
Aggregate Principal Amount: $10,000,000.
Interest Rate: 6.74%
Date of Maturity: July 15, 2011
Interest Payment Dates: January 15 and July 15
Regular Record Dates: January 1 and July 1
CUSIP: 83851M AF4
Insurance: The timely payment of the regularly scheduled
principal and interest on the Notes will be
insured by a financial guaranty insurance policy
issued by Ambac Assurance Corporation that will
be issued at the same time the Notes are
delivered.
Purchase Price: 99.50% of principal amount.
Settlement Date and Time: Thursday, July 12, 2001, 10:00 a.m., Eastern
time.
Place for Delivery of Notes and New York, New York.
Payment Therefor:
Wiring Instructions as follows: First Union National Bank
ABA#0312-0146-7
Credit: South Jersey Gas Company
Account#2000001370494
Modification, if any, in the Additional conditions to the obligations
requirements to deliver the of UBS Warburg LLC
documents in Section 6(b) of the
Agreement: (d) Opinion of counsel to Ambac Assurance
Corporation ("Ambac"), dated the
Closing Date.
(e) Certificate of Ambac, dated the
Closing Date.
(f) Confirmation of the following ratings
designations:
Standard & Poor's --"AAA."
Moody's -- "Aaa."
(g) Delivery of executed insurance policies
by Ambac.
UBS Warburg LLC
By: /s/ Charles E. Buckley
----------------------------------
By: /s/ David Mikula
----------------------------------
Accepted:
South Jersey Gas Company
By: /s/ David A. Kindlick
-----------------------------
Title: Senior Vice President, Finance and Rates
----------------------------------------
2