EX-1 2 dex1.txt TERMS OF AGREEMENT 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 10, 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 2001-2 Secured Medium Term Insured Notes Aggregate Principal Amount: $15,000,000. Interest Rate: 6.57% Date of Maturity: July 15, 2011 Interest Payment Dates: January 15 and July 15 Regular Record Dates: January 1 and July 1 CUSIP: 83851M AG2 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: 98.707% of principal amount. Settlement Date and Time: Tuesday, July 17, 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 First Union Securities, Inc. 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 policy by Ambac. First Union Securities, Inc. By: /s/ William Ingam ----------------------------------- Accepted: South Jersey Gas Company By: /s/ David A. Kindlick ----------------------------------------------- Title: Senior Vice President, Finance and Rates ----------------------------------------- 2