EXECUTION ORIGINAL


                                 FIRST AMENDMENT
                                       TO
                      THREE-YEAR REVOLVING CREDIT AGREEMENT

                  This FIRST AMENDMENT TO THREE-YEAR REVOLVING CREDIT AGREEMENT
(this "First Amendment") is made as of the 5th day of August, 2004, among SOUTH
JERSEY GAS COMPANY, a New Jersey corporation (the "Borrower"); WACHOVIA BANK,
NATIONAL ASSOCIATION, a national banking association organized and existing
under the laws of the United States of America, as the Administrative Agent (the
"Administrative Agent"); and the participating lenders listed on the signature
pages hereto (collectively, the "Lenders"). Unless otherwise defined herein,
capitalized terms used herein shall have the meanings ascribed to them in the
Credit Agreement (as defined below).

                                   WITNESSETH:

                  WHEREAS, the undersigned are parties to that certain
Three-Year Revolving Credit Agreement dated as of August 21, 2003 (the "Credit
Agreement"); and

                  WHEREAS, the Borrower has requested that the Administrative
Agent and the Lenders agree to make certain modifications to the terms of the
Credit Agreement, and the Administrative Agent and the Lenders have agreed to
make such modifications, on the terms and conditions set forth in this First
Amendment.

                  NOW, THEREFORE, in consideration of the mutual covenants and
agreements set forth herein, the premises set forth above (which are
incorporated herein by this reference) and for other good and valuable
consideration, the receipt and sufficiency of which hereby are acknowledged, the
undersigned agree as follows:

        1. Amendments to the Credit Agreement. The Credit Agreement is amended
as follows:

                a. In Section 1.01 of the Credit Agreement, the definition of
        "Applicable Margin" is amended by deleting the pricing grid set forth
        therein in its entirety and replacing it with the following:

<TABLE>
<CAPTION>

                                   Applicable
                                                               Base Rate                      Utilization
                                                 Facility        Margin       Applicable          Fee
        Level          Senior Debt Ratings          Fee                      LIBOR Margin
     ------------ ------------------------------ ----------- --------------- --------------- ---------------
         <S>        <C>                            <C>           <C>             <C>             <C>
          I         Greater than or equal to       0.125%        0.00%           0.400%          0.125%
                              A-/A3
     ------------ ------------------------------ ----------- --------------- --------------- ---------------
         II                 BBB+/Baa1              0.150%        0.00%           0.475%          0.125%

     ------------ ------------------------------ ----------- --------------- --------------- ---------------
         III                BBB/Baa2               0.175%        0.00%           0.700%          0.125%

     ------------ ------------------------------ ----------- --------------- --------------- ---------------
         IV                 BBB-/Baa3              0.225%        0.00%           0.900%          0.125%

     ------------ ------------------------------ ----------- --------------- --------------- ---------------
          V            Less than BBB-/Baa3         0.250%        0.00%           1.000%          0.250%
                          or no rating
     ------------ ------------------------------ ----------- --------------- --------------- ---------------

</TABLE>
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                b. The following new Section (m) is added at the end of Section
        6.01 of the Credit Agreement:

                           (m) OFAC Compliance. Comply with any obligations that
                  it may have under the laws of the United States of America,
                  including without limitation, the USA Patriot Act, all laws
                  and executive orders administered by the Office of Foreign
                  Asset Control, Department of the Treasury ("OFAC") and all
                  regulations promulgated and executive orders having the force
                  of law issued pursuant thereto, as amended or supplemented
                  from time to time (collectively, "AML and Anti-Terrorist
                  Acts"). In the event that the Borrower becomes aware that it
                  is not in compliance with any applicable AML and
                  Anti-Terrorist Acts, then it shall notify the Administrative
                  Agent and diligently take all actions required thereunder to
                  become compliant. The Borrower represents and warrants to the
                  Administrative Agent that it is not listed on the specially
                  Designated Nationals and Blocked Persons List maintained by
                  OFAC pursuant to Executive Order No. 13224, 66 Fed. Reg. 49079
                  (Sept. 25, 2001), and/or any other list maintained pursuant to
                  any of the rules and regulations of OFAC or pursuant to any
                  other applicable Executive Orders or otherwise subject to
                  sanction under an OFAC implemented regulation.

        2. Representations and Warranties. The Borrower hereby represents and
warrants that:

                a. It has taken all necessary action to authorize the execution,
        delivery and performance of this First Amendment.

                b. The representations and warranties contained in Article V of
        the Credit Agreement are true, correct and complete as of the date
        hereof as if made on and as of the date hereof and as if each reference
        in said Article V to "this Agreement" includes a reference to this First
        Amendment and to the Credit Agreement, as amended by this First
        Amendment.

                c. No Default or Event of Default has occurred and is continuing
        on the date hereof, before or after giving effect to this First
        Amendment.

        3. Conditions Precedent. This First Amendment shall become effective as
of the date hereof, upon the satisfaction of the following conditions precedent:

                a. Execution By All Parties. This First Amendment shall have
        been executed and delivered by each of the parties hereto.

                b. Existence and Authority Documents. The Administrative Agent
        and the Lenders shall have received all documentation that they may

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        reasonably request relating to the existence of the Borrower, the
        company authority for and the validity of this First Amendment, the
        Credit Agreement as amended hereby, and any other matters relevant
        hereto, all in form and substance satisfactory to the Administrative
        Agent and the Lenders, including without limitation a certificate of
        incumbency of the Borrower, signed by a Secretary or an Assistant
        Secretary, certifying as to the names, true signatures and incumbency of
        the officers authorized to execute and deliver this First Amendment and
        each other document to be executed, delivered by the Borrower from time
        to time in connection with the Credit Agreement as amended hereby, and
        certified copies of the following items with respect to the Borrower:
        (i) Articles of Organization (or, in the alternative, a certification
        that none of such documents have been modified since delivery thereof in
        connection with the execution and delivery of the Credit Agreement),
        (ii) Operating Agreement (or, in the alternative, a certification that
        none of such documents have been modified since delivery thereof in
        connection with the execution and delivery of the Credit Agreement),
        (iii) a Good Standing Certificate issued by the Department of Treasury
        of the State of New Jersey, and (iv) the resolutions adopted by the
        members, authorizing the execution, delivery and performance of this
        First Amendment and each other document to be executed, delivered and
        performed by the Borrower from time to time in connection with the
        Credit Agreement as amended hereby.

                c. Opinion of Counsel. The Administrative Agent shall have
        received an opinion letter of Cozen O'Conner, counsel to the Borrower,
        as to such matters as the Administrative Agent shall reasonably request,
        addressed to the Administrative Agent and the Lenders.

                d. Other Documents. The Administrative Agent shall have received
        such other documents, approvals and opinions as the Administrative
        Agent and the Lenders may reasonably request.

        4. Expenses. The Borrower shall pay (a) all out-of-pocket expenses of
the Administrative Agent (including reasonable fees and disbursements of counsel
for the Administrative Agent) in connection with the preparation of this First
Amendment and any other instruments or documents to be delivered hereunder, any
waiver or consent hereunder or thereunder or any amendment hereof or thereof;
and (b) if an Event of Default occurs, all out-of-pocket expenses incurred by
the Administrative Agent and each of the Lenders, including fees and
disbursements of counsel for the Administrative Agent and each of the Lenders,
in connection with such Event of Default and collection and other enforcement
proceedings resulting therefrom, including out-of-pocket expenses incurred in
enforcing the Credit Agreement as amended by this First Amendment and each of
the other Loan Document.

        5. Successors and Assigns. This First Amendment shall be binding upon
and inure to the benefit of each of the parties hereto and its respective
successors and assigns. The successor and assigns of such entities shall
include, without limitation, their respective receivers, trustees, or
debtors-in-possession.

        6. Further Assurances. The Borrower hereby agrees from time to time, as
and when requested by the Administrative Agent, to execute and deliver or cause
to be executed and delivered, all such documents, instruments and agreements and

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to take or cause to be taken such further or other action as the Administrative
Agent may reasonably deem necessary in order to carry out the intent and
purposes of this First Amendment.

        7. Ratification. Except as herein provided, the Credit Agreement shall
remain unchanged and shall continue to be in full force and effect and is hereby
ratified and confirmed in all respects. It is the intention and understanding of
the parties hereto that this First Amendment shall act as an amendment to the
Credit Agreement and shall not act as a novation of the indebtedness evidenced
by the Credit Agreement.

        8. General. References (i) in the Credit Agreement to "this Agreement"
(and indirect references such as "hereunder," "hereof" and words of like import
referring to the Credit Agreement), and (ii) in the other Loan Documents to "the
Credit Agreement" (and indirect references such as "thereunder," "thereof" and
words of like import referring to the Credit Agreement) shall be deemed to be
references to the Credit Agreement as amended by this First Amendment.

        9. Definitions. All references to the singular shall be deemed to
include the plural and vice versa where the context so requires.

        10. Governing Law. THIS FIRST AMENDMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING
EFFECT TO NEW YORK CHOICE OF LAW PRINCIPLES.

        11. Severability. Wherever possible, each provision of this First
Amendment shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this First Amendment shall be prohibited
by or invalid under such law, then such provision shall be ineffective to the
extent of such prohibition or invalidity without invalidating the remainder of
such provision or the remaining provisions of this First Amendment.

        12. Execution in Counterparts. This First Amendment may be executed in
any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same agreement.

        13. Section Headings. The section headings herein are for convenience of
reference only, and shall not affect in any way the interpretation of any of the
 provisions hereof.


                            [SIGNATURE PAGES FOLLOW]

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