<PAGE>
Exhibit 1.1
SOUTH JERSEY GAS COMPANY
Secured Medium Term Notes, Series A
DUE FROM ONE YEAR TO FORTY YEARS
FROM DATE OF ISSUE
FIRST AMENDMENT TO DISTRIBUTION AGREEMENT
June 26, 2000
PaineWebber Incorporated
First Union Securities, Inc.
Edward D. Jones & Co., L.P.
c/o PaineWebber Incorporated
1285 Avenue of the Americas
New York, New York 10019
Dear Sirs:
Reference is hereby made to the Distribution Agreement (the "Agreement")
dated as of October 5, 1998, by and among South Jersey Gas Company (the
"Company") and PaineWebber Incorporated, Prudential Securities Incorporated and
First Union Capital Markets, a division of Wheat First Securities, Inc. (n/k/a
First Union Securities, Inc.) This First Amendment is made and entered into as
of the 26th day of June, 2000 by and among the Company and PaineWebber
Incorporated, First Union Securities, Inc. and Edward D. Jones & Co., L.P. Terms
used but not otherwise defined herein shall have the meanings ascribed to them
in the Agreement.
The Company hereby confirms its agreement with you to amend the
Distribution Agreement dated as of October 5, 1998 as follows:
1. The Agreement is terminated as to Prudential Securities Incorporated.
2. Edward D. Jones & Co., L.P. is included as an Agent.
3. The term "Agent" shall refer to any of you, PaineWebber Incorporated,
First Union Securities, Inc. or Edward D. Jones & Co., L.P., acting solely in
the capacity as agent of the Company pursuant to Section 2(a) of the Agreement
and not as principal, the term the "Purchaser" shall refer to any one of you,
PaineWebber Incorporated,
<PAGE>
First Union Securities, Inc. or Edward D. Jones & Co., L.P., acting solely as
principal pursuant to Section 2(b) of the Agreement and not as agent, and the
term "you" shall refer to you, PaineWebber Incorporated, First Union Securities,
Inc. or Edward D. Jones & Co., L.P., collectively whether at any time any of you
is acting in both such capacities or either such capacity.
4. Section 5(b) of the Agreement is amended by substituting "Cozen and
O'Connor" for "Dechert Price & Rhoads" as counsel for the Company.
5. Section 11 of the Agreement is amended by substituting "Cozen and
O'Connor, 1900 Market Street, Philadelphia, Pennsylvania 19103, Attention:
Richard J. Busis" for "Dechert Price & Rhoads, 4000 Bell Atlantic Tower, 1717
Arch Street, Philadelphia, Pennsylvania 19103-2793, Attention: George W.
Patrick."
-2-
<PAGE>
If the foregoing is in accordance with your understanding of our agreement,
please sign and return to us the enclosed duplicate hereof, whereupon this
letter and your acceptance shall represent a binding agreement among the Company
and you.
Very truly yours,
South Jersey Gas Company
By: /s/ David A. Kindlick
-----------------------
Its: Senior Vice President
-----------------------
-3-
<PAGE>
The foregoing First Amendment is hereby confirmed and accepted as of the
date hereof.
PAINEWEBBER INCORPORATED
By: /s/ Charles E. Buckley
-------------------------------
Its: Vice President
----------------------------
First Union Securities, Inc., (f/k/a
First Union Capital Markets, a division
of Wheat First Securities, Inc.)
By: /s/ William Ingram
-------------------------------
Its: Managing Director
----------------------------
EDWARD D. JONES & CO., L.P.
By: /s/ James Krekeler
-------------------------------
Its: Principal
----------------------------
-4-
