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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 5, 2000
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 PaineWebber Incorporated, 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 2000-2 and Series A 2000-3
Secured Medium Term Insured Quarterly Notes (IQ Notes)
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Aggregate Principal Amount: Series A, 2000-2: $10,000,000.
Series A, 2000-3: $15,000,000.
Interest Rate: Series A, 2000-2: 7.90%.
Series A, 2000-3: 7.70%.
Date of Maturity: Series A, 2000-2: July 15, 2030.
Series A, 2000-3: July 15, 2015.
Interest Payment Dates: January 15, April 15, July 15, October 15.
Regular Record Dates: January 1, April 1, July 1, October 1.
CUSIP: Series A, 2000-2: 83851M AD9
Series A, 2000-3: 83851M AE7
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Insurance: The timely payment of the regularly scheduled principal
and interest on the IQ Notes will be insured by a
financial guaranty insurance policy issued by Ambac
Assurance Corporation that will be issued at the same
time the IQ Notes are delivered.
Redemption Dates and Prices: You will have the option to redeem the IQ Notes, in whole
or in part, from time to time on or after the following
dates: Series A, 2000-2: July 15, 2005
Series A, 2000-3: July 15, 2004
If you redeem the IQ Notes, you will pay 100% of the
principal amount plus the accrued interest through the
redemption date.
You will also redeem the IQ Notes at the option of the
representative of any deceased owner. You will pay 100%
of the principal amount, plus accrued interest, subject
to the following conditions:
Series A, 2000-2: the maximum principal amount you will
redeem is $25,000 per deceased owner and $200,000 per
year in the aggregate for all deceased owners during the
initial period from the date of original issuance of such
IQ Notes until (but not including) July 15, 2001 and
during each twelve month period thereafter; and
Series A, 2000-3: the maximum principal amount you will
redeem is $25,000 per deceased owner and $300,000 per
year in the aggregate for all decrease owners during the
initial period from the date of original issuance of such
IQ Notes until (but not including) July 15, 2001 and
during each twelve month period thereafter.
Purchase Price: Series A, 2000-2: 96.85% of principal amount.
Series A, 2000-3: 97.60% of principal amount.
Settlement Date and Time: Tuesday, July 11, 2000, 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
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Modification, if any, in the
requirements to deliver the
documents in Section 6(b) of the
Agreement: Additional conditions to the obligations of Edward D.
Jones & Co., L.P.
(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.
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Edward D. Jones & Co., L.P.
By:/s/James Krekeler
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Accepted:
SOUTH JERSEY GAS COMPANY
By: /s/David A. Kindlick
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Title: Senior Vice President,
Finance and Rates
