sjgnote.htm


    EXHIBIT
4.2

    Registered

    


    Registered PPN: 838515
F*0

     

    South
Jersey Gas Company

     

    Medium
Term Note, Series C, 2010-1, TRANCHE A

    


    


    Original Issue
Date:  March 1, 2010                                                 Principal Amount:  $____________

    


    Interest
Rate:  4.84%                                                      Stated Maturity
Date: March 1,
2026

    


    Redemption Terms, if
any: As described below.                                            Other Terms: As
described below.

    


     

    South Jersey Gas
Company, a corporation of the state of New Jersey (the “Company”), for value
received hereby promises to pay to _________________________
or its registered assigns, the principal sum of _______________ Dollars on the Maturity
Date set forth above, and to pay interest thereon from the Original Issue Date
set forth above or from the most recent date to which interest has been paid or
duly provided for, semiannually in arrears on March 1 and September 1 in each
year (each, an “Interest
Payment Date”), commencing September 1, 2010, at the per annum
Interest Rate set forth above, until the principal hereof is paid or made
available for payment. No interest shall accrue on or after the Maturity Date so
long as the principal amount of this Note is paid in full on the Maturity
Date.  The interest so payable and punctually paid or duly provided
for on any such Interest Payment Date will, as provided in the Indenture (as
defined on the reverse hereof), be paid to the Person in whose name this Note is
registered at the close of business on the Regular Record Date for such
interest, which shall be the February 15 or August 15, as the case may be, next
preceding such Interest Payment Date; provided that interest
payable on the Maturity Date set forth above or, if applicable, upon redemption
or acceleration, shall be payable to the Person to whom principal shall be
payable. 

     

    Except as
otherwise provided in the Indenture, any such interest not so punctually paid or
duly provided for will forthwith cease to be payable to the Holder on such
Regular Record Date and shall be paid to the Person in whose name this Note is
registered at the close of business on a Special Record Date for the payment of
such defaulted interest to be fixed by the Trustee, notice whereof shall be
given to Noteholders not more than 15 days nor less than 10 days prior to such
Special Record Date.  Principal, applicable premium and interest due
at the maturity of this Note shall be payable in immediately available funds in
accordance with the terms of the Note Purchase Agreement (as defined on the
reverse hereof).  Interest on this Note (other than interest payable
at maturity) shall be paid by wire transfer payable in immediately available
funds to the Holder as its name appears on the register as of the close of
business on the Regular Record Date to a bank located within the continental
United States designated by such Holder in its request or by direct deposit into



    
      
        
          2770684.01.01.doc

          1920735

        

         


      

      
         


        
          

        

      

      
         


      

    


     

    the
account of such Holder designated by such Holder in its request if such account
is maintained with the Trustee or any paying agent.

     

    Reference is hereby made to
the further provisions of this Note set forth in full on the reverse hereof,
which further provisions shall for all purposes have the same effect as if set
forth in full at this place. 

     

    Unless
the certificate of authentication hereon has been executed by the Trustee
referred to on the reverse hereof directly or through an Authenticating Agent by
manual signature of an authorized signatory, this Note shall not be entitled to
any benefit under the Indenture or be valid or obligatory for any
purpose.  

     

    In Witness Whereof, the
Company has caused this instrument to be duly executed.

    


    
      	
               
      

            	
              South
      Jersey Gas Company

            


    

    


    


    


    
      	
               
      

            	
              By:
       /s/
      Stephen A. Clark

            


    

    
      	
               
      

            	
              Title:
       Treasurer

            


    

    


    


    
      	
              Attest: /s/ Gina
      Merritt-Epps

            


    

    
      	
              Title: Secretary

            


    

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Trustee’s
Certificate  of Authentication

     

    This Note
is one of the Notes of the series herein designated, described or provided for
in the within-mentioned Indenture.

    


    
      	
               
      

            	
              THE
      BANK OF NEW YORK MELLON,

            


    

    
      	
               
      

            	
              as
      Trustee

            


    

    


    
      	
               
      

            	
              Dated:  March
      1, 2010

            


    

    


    


    
      	
               
      

            	
              By:
       /s/                                                                  
      

            


    

    
      	
               
      

            	
                     Authorized
      Signatory

            


    

    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Reverse
of Note

     

    South
Jersey Gas Company Medium Term Notes, Series C, 2010-1, Tranche A

     

    This Note
is one of a duly authorized issue of Medium Term Notes, Series C, 2010-1 (the
“Notes of this Series”)
of the Company issued and to be issued under an Indenture dated as of October 1,
1998 between the Company and The Bank of New York Mellon (formerly known as
The Bank of New York), as trustee (the “Trustee,” which term
includes any successor Trustee under the Indenture) and indentures supplemental
thereto (collectively, the “Indenture”) and pursuant to
that certain Note Purchase Agreement dated as of March 1, 2010 among the Company
and the purchasers listed therein (the “Note Purchase
Agreement”).  Under the Indenture, one or more series of notes
may be issued and, as used herein, the term “Notes” refers to the Notes of this
Series and any other outstanding series of Notes. Reference is hereby made to
the Indenture for a more complete statement of the respective rights,
limitations of rights, duties and immunities under the Indenture of the Company,
the Trustee and the Noteholders and of the terms upon which the Notes are and
are to be authenticated and delivered.  Reference is also hereby made
to the Note Purchase Agreement for certain rights and obligations of the Holder
and the Company referred to in this Note as more fully set forth in the Note
Purchase Agreement, the relevant provisions of which are incorporated by
reference herein. The Notes of this Series
are limited in aggregate principal amount to $60,000,000, of which up to
$15,000,000 aggregate principal amount are designated Medium Term Notes,
Series C, 2010-1, Tranche A (“Tranche A Notes”), and
up to $45,000,000 aggregate principal amount are designated Medium Term Notes,
Series C, 2010-1, Tranche B.  This Note is a Tranche A
Note.

     

    Prior to
the Substitution Date (as hereinafter defined), the Notes will be secured by
first mortgage bonds (the “Pledged First Mortgage
Bonds”) delivered by the Company to the Trustee for the benefit of the
Holders of the Notes, issued under the Indenture of First Mortgage, dated
October 1, 1947 from the Company to The Bank of New York Mellon, as
successor trustee to Guarantee Bank and Trust Company (“Mortgage Trustee”), as
supplemented and amended (the “Mortgage”).  Reference
is made to the Mortgage and the Indenture for a description of the rights of the
Trustee as holder of the Pledged First Mortgage Bonds, the property mortgaged
and pledged under the Mortgage, the rights of the Company and of the applicable
Mortgage Trustee in respect thereof, the duties and immunities of the applicable
Mortgage Trustee, the terms and conditions upon which the Pledged First Mortgage
Bonds are secured and the circumstances under which additional first mortgage
bonds may be issued. 

     

    From
and after such time as all First Mortgage Bonds (other than Pledged First
Mortgage Bonds) issued under the Mortgage have been retired through payment,
redemption or otherwise (including those First Mortgage Bonds the payment for
which has been provided for in accordance with the Mortgage) at, before or after
the maturity thereof (the “Substitution Date”), the
Pledged First Mortgage Bonds shall cease to secure the Notes in any manner, and
the Notes of this Series will be secured by First Mortgage Bonds issued under an
indenture other than the Mortgage in accordance with the terms of the Note
Purchase Agreement.  In certain circumstances prior to the
substitution date as provided in the Indenture, the Company is permitted to
reduce the aggregate principal amount of a series of 


    
      
        
          2770684.01.01.doc

          1920735

        

         


      

      
         


        
          

        

      

      
         


      

    


     

    Pledged
First Mortgage Bonds held by the Trustee, but in no event prior to the
substitution date to an amount less than the aggregate outstanding principal
amount of the related series of notes initially issued contemporaneously with
such Pledged First Mortgage Bonds. 

     

    The
Company will make required prepayments of principal on the dates and in the
amounts specified in the Note Purchase Agreement.  This Note is also
subject to optional prepayment, in whole or from time to time in part, at the
times and on the terms specified in the Note Purchase Agreement, but not
otherwise.

     

    If an
Event of Default, as defined in the Note Purchase Agreement, shall occur and be
continuing, the principal of this Note may be declared or otherwise become due
and payable in the manner, at the price (including any applicable Make-Whole
Amount) and with the effect provided in the Note Purchase
Agreement.

     

    Interest
payments for this Note shall be computed and paid on the basis of a 360-day year
of twelve 30-day months.  Anything in the Note Purchase Agreement or
the Indenture to the contrary notwithstanding (but without limiting the
requirement in Section 8.4 of the Note Purchase Agreement that the notice
of any optional prepayment specify a Business Day as the date fixed for such
prepayment), any payment of principal of or Make-Whole Amount or interest on
this Note that is due on a date other than a Business Day shall be made on the
next succeeding Business Day without including the additional days elapsed in
the computation of the interest payable on such next succeeding Business Day;
provided that if the
maturity date of this Note is a date other than a Business Day, the payment
otherwise due on such maturity date shall be made on the next succeeding
Business Day and shall include the additional days elapsed in the computation of
interest payable on such next succeeding Business Day. 

     

    The
Company, at its option, and subject to the terms and conditions provided in the
Indenture, will be discharged from any and all obligations in respect of the
Notes of this Series (except for certain obligations as specifically set forth
in the Indenture) if the Company deposits with the Trustee money, U.S.
Government Obligations which through the payment of interest thereon and
principal thereof in accordance with their terms will provide money, or a
combination of money and U.S. Government Obligations, in any event in an amount
sufficient, without reinvestment, as certified by an independent public
accounting firm of national reputation in a written certification delivered to
the Trustee, to pay at maturity or the applicable redemption date (provided that
notice of redemption shall have been duly given or irrevocable provision
satisfactory to the Trustee shall have been duly made for the giving of any
notice of redemption) all outstanding Notes of this Series, including principal
and any premium and interest due or to become due to such date of maturity, as
the case may be.  

     

    The
Indenture permits, with certain exceptions as therein provided, the amendment
thereof and the modifications of the rights and obligations of the Company and
the rights of the Noteholders under the Indenture at any time by the Company and
the Trustee with the consent of the Holders of not less than a majority in
principal amount of the outstanding Notes affected by such amendment or
modifications.  Any such consent or waiver by the Holder of this Note
shall be conclusive and binding upon such Holder and upon all future



    
      
        
          - 2 -

        

         


      

      
         


        
          

        

      

      
         


      

    


     

    Holders
of this Note and of any Note issued upon the registration of transfer hereof or
in exchange therefor in lieu thereof whether or not notation of such consent or
waiver is made upon the Note.  

     

    If any
Default or Event of Default has occurred and is continuing, and irrespective of
whether this Note has become or has been declared immediately due and payable
under the Note Purchase Agreement, the Holder of this Note at the time
outstanding may proceed to protect and enforce the rights of such Holder by an
action at law, suit in equity or other appropriate proceeding, whether for the
specific performance of any agreement contained in the Note Purchase Agreement
or in this Note, or for an injunction against a violation of any of the terms
thereof or hereof, or in aid of the exercise of any power granted thereby or
hereby or by law or otherwise.  

     

    No
reference herein to the Indenture and to provisions of this Note or of the
Indenture shall alter or impair the obligation of the Company, which is absolute
and unconditional, to pay the principal of and any premium and interest on this
Note as prescribed herein or in the Indenture.  

     

    As
provided in the Indenture and subject to certain limitations therein set forth,
the transfer of this Note is registrable in the Note register.  Upon
surrender of this Note for registration or transfer at the corporate trust
office of the Trustee or such other office or agency as may be designated by the
Company in the city and state of New York, endorsed by or accompanied by a
written instrument of transfer in form satisfactory to the Company and the Note
registrar, duly executed by the Holder hereof or the attorney in fact of such
Holder duly authorized in writing, one or more new Notes of like tenor and of
authorized denominations and for the same aggregate principal amount will be
issued to the designated transferee or transferees. 

     

    The Notes
of this series are issuable only in registered form, without coupons, in
denominations of $1,000 and any integral multiple thereof.  As
provided in the Indenture and subject to certain limitations therein set forth,
Notes are exchangeable for a like aggregate principal amount of Notes of like
tenor and of a different authorized denomination, as requested by the Holder
surrendering the same. 

     

    No
service charge shall be made for any such registration of transfer or exchange
but the Company may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith.

     

    Prior to
due presentment of this Note for registration of transfer, the Company, the
Trustee and any agent of the Company or the Trustee may treat the Person in
whose name this Note is registered as the owner thereof for all purposes,
whether or not this Note is overdue, and neither the Company, the Trustee nor
any such agent shall be affected by notice to the contrary. The Indenture and
the Notes shall be governed by, and construed in accordance with, the laws of
the State of New York. 


    
      
        
          - 3 -

        

         


      

      
         


        
          

        

      

      
         


      

    


     

    All
capitalized terms used but not otherwise defined in this Note shall have the
respective meanings assigned to them in the Indenture; provided, however, that the
terms “Default” and “Event of Default” shall have the meanings assigned to them
in the Note Purchase Agreement.  

     

    ABBREVIATIONS

     

    The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:  TEN COM - as tenants in common
UNIF GIFT MIN ACT - ________________ Custodian ________________ (Cust)
(Minor)  TEN ENT - as tenants by the entireties Under Uniform Gifts to
Minors JT TEN - as joint tenants with right of survivorship and not as tenants
in common.

     

    Additional
abbreviations may also be used though not in the above list.


    
      
        
          - 4 -

        

         


      

      
         


        
          

        

      

      
         


      

    


     

    For Value Received the
undersigned hereby sell(s),  assign(s) and transfer(s)
unto  please
insert social security or other identifying number of Assignee
___________________________________________.

     

    Please
print or type name and address including postal zip code of assignee the within
note and all rights thereunder, hereby irrevocably constituting and appointing
attorney to transfer said note on the books of the Company, with full power of
substitution in the premises. 

    


    
      	
              Dated:_____________________                                                                                                   
      

            


    

    


     

    Notice:  The
signature to this assignment must correspond with the name as written upon the
face of the within instrument in every particular, without alteration or
enlargement or any change whatever.

    


     

    


    



    
      
        
          - 5 -