Terms Agreement for Purchase of Secured Medium Term Notes, Series A, between South Jersey Gas Company and Edward D. Jones & Co., L.P.

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Summary

This agreement, dated July 5, 2000, is between South Jersey Gas Company and Edward D. Jones & Co., L.P. It outlines the purchase of two series of Secured Medium Term Notes totaling $25 million, with specified interest rates and maturity dates. The notes are insured by Ambac Assurance Corporation, and include provisions for redemption, including special terms for deceased owners. The agreement also details purchase prices, settlement terms, and required documentation, including insurance and credit ratings. The transaction is subject to the terms of a prior Distribution Agreement.

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EX-1.1 2 0002.txt TERMS AGREEMENT DATED JULY 5, 2000 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)
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
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
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.
Edward D. Jones & Co., L.P. By:/s/James Krekeler -------------------------- Accepted: SOUTH JERSEY GAS COMPANY By: /s/David A. Kindlick -------------------------------- Title: Senior Vice President, Finance and Rates