Item 1.01. Entry into a Material Definitive Agreement.

Supplement to Purchase Contract and Pledge Agreement

On the Closing Date, the Company and U.S. Bank, National Association ("U.S. Bank"), as purchase contract agent, collateral agent, custodial agent and securities intermediary, entered into a supplement (the "Supplement") to the Purchase Contract and Pledge Agreement, dated as of March 22, 2021 (as amended and supplemented, the "PCPA"), between the Company and U.S. Bank. The Supplement provides that, from and after the effective time of the Merger, the right to receive a certain number of shares of the common stock, par value $1.25 per share, of the Company ("Company common stock") upon settlement of the purchase contracts forming a part of the Corporate Units (the "Purchase Contracts") will be changed into a right to receive $36.00 in cash per each share of Company common stock.

The foregoing descriptions of the Supplement and the transactions contemplated thereby are subject to and qualified in their entirety by reference to the full text of the Supplement, which is filed as Exhibit 4.1 hereto and incorporated herein by reference.

Five-Year Revolving Credit Agreement

Each of SJI, SJG and Elizabethtown Gas Company ("ETG"), an indirect wholly-owned subsidiary of SJI, are parties to a Five-Year Revolving Credit Agreement, dated as of September 1, 2021, with a syndicate of banks and Wells Fargo National Bank, National Association, as administrative agent (the "2021 Credit Agreement"). On the Closing Date, all amounts outstanding under the 2021 Credit Agreement were repaid and such agreement was terminated. Consummation of the Merger would have constituted a Change in Control and an Event of Default (each as defined in the 2021 Credit Agreement).

In connection with the consummation of the Merger on the Closing Date, each of SJI, SJG and ETG (each, a "Revolving Borrower") signed joinders to become parties to that certain Five-Year Revolving Credit Agreement, dated as of September 14, 2022, initially between Parent and a syndicate of banks and KeyBank National Association, as administrative agent (the "New Credit Agreement"). Parent established the New Credit Agreement, which has a stated termination date of February 1, 2028, to replace the 2021 Credit Agreement upon the consummation of the Merger. At the time the Revolving Borrowers became parties to, and borrowers under, the New Credit Agreement, Parent was released from all obligations and liabilities under such agreement.

Similar to the 2021 Credit Agreement, the New Credit Agreement provides for maximum borrowings under the revolving credit facility in a total aggregate amount of $1 billion, including the issuance of swingline loans (in an amount not to exceed an aggregate of $100 million) and letters of credit (in an amount not to exceed an aggregate of $350 million), each at the applicable ratings-based interest rates specified in the New Credit Agreement. Each Revolving Borrower's obligations under the New Credit Agreement are several, not joint and several, and each Revolving Borrower has access to a portion of the facility (each, a "Sublimit"), which Sublimits may be reallocated from time to time at the Revolving Borrowers' request subject to maximum and minimum Sublimits for each Revolving Borrower. The initial Sublimits of SJI, SJG and ETG are $500 million, $250 million and $250 million, respectively.

Subject to certain conditions set forth in the New Credit Agreement, the Revolving Borrowers may request an increase in the amount of the commitments available under the New Credit Agreement by an aggregate amount not to exceed $250 million (for a total facility of up to $1.25 billion), although no lender is obligated to increase its commitment. Upon becoming a Revolving Borrower, SJI assumed liability for a $270 million loan and ETG assumed liability for a $165 million loan, in each case, under the New Credit Agreement. The proceeds of such loans were applied to repay amounts the applicable Revolving Borrower owed under the 2021 Credit Agreement on the Closing Date. In addition to such repayment, proceeds from borrowings under the New Credit Agreement shall be used by the Revolving Borrowers for working capital and other general corporate purposes.

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The New Credit Agreement contains customary representations, warranties and covenants, including a financial covenant limiting the ratio of Indebtedness (as defined in the New Credit Agreement) of each Revolving Borrower and its subsidiaries on a consolidated basis to Consolidated Total Capitalization (as defined in the New Credit Agreement) of not more than 0.70 to 1.0. The New Credit Agreement also contains customary events of default.

Lenders under the New Credit Agreement have in the past performed, and may in . . .

Item 1.02. Termination of a Material Definitive Agreement.

The information set forth in Item 1.01 and 2.04 of this Current Report on Form 8-K with respect to the termination of the 2021 Credit Agreement and the $150 Million Term Loan Agreement is hereby incorporated by reference in its entirety into this Item 1.02.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an


           Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 of this Current Report on Form 8-K with respect to the New Credit Agreement and the Note Repurchase Credit Agreements is hereby incorporated by reference in its entirety into this Item 2.03.

Item 2.04. Triggering Events That Accelerate or Increase a Direct Financial


           Obligation or an Obligation under an Off-Balance Sheet Arrangement.

The description contained under the Introductory Note above and in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference in its entirety into this Item 2.04.

Purchase Contract and Pledge Agreement (PCPA)

The consummation of the Merger constituted a Fundamental Change (as defined in the PCPA). Accordingly, as required by the PCPA, the Company intends to deliver through the Depository Trust Company a notice of Fundamental Change within 10 business days after the Closing Date, specifying an early settlement date. Thereafter, each holder of the Corporate Units will have a right to accelerate settlement of their Purchase Contracts in the manner set forth in the PCPA. In lieu of receiving shares of Company common stock on the early settlement date, holders validly requesting early settlement will be entitled to receive an amount equal to (i) $36.00 multiplied by the sum of (A) the Settlement Rate (as defined in the PCPA), plus (B) a number of Make Whole Shares (as defined in the PCPA), plus (ii) accrued and unpaid Contract Adjustment Payments (as defined in the PCPA) to, but excluding, the early settlement date.

Offer to Repurchase Notes

Consummation of the Merger on the Closing Date constituted a Change in Control pursuant to each Purchase Agreement. As a result of such Change in Control, each Purchase Agreement requires the issuer (SJI, SJG or ETG, as applicable) to offer to repurchase (a "Repurchase Offer") all, but not less than all, of a holder's Notes (or a beneficial holder, in the case of Notes held by a nominee) under such Purchase Agreement at a purchase price equal to the principal amount of such holder's Notes thereunder plus accrued and unpaid interest thereon until the date of payment for such Notes (the "Payment Date"). The Purchase Agreements require that the respective issuer provide notice of such Repurchase Offer within 15 Business Days (as defined in the applicable Purchase Agreement) of the date of the Change in Control and that payment for Notes properly tendered be made not less than 20 days and not more than 30 days (in the case of the SJI Notes) or not more than 45 days (in the case of the SJG Notes or ETG Bonds) from the date the Repurchase Offer is commenced. Each Repurchase Offer will expire five Business Days prior to the applicable Payment Date. Currently, it is contemplated that Repurchase Offers of each of SJI, SJG and ETG will commence on February 22, 2023 and that the Payment Date for (a) the SJI Repurchase Offers will be March 23, 2023, (b) the SJG Repurchase Offers will be April 4, 2023, and (c) the ETG Repurchase Offers will be April 5, 2023, in each case subject to the terms and conditions set forth in the change of control notice and offer to purchase and the accompanying letter of transmittal to be delivered to the holders of the Notes. The total principal amount of Notes subject to Repurchase Offers is as follows: SJI - $460,000,000; SJG - $940,053,000; and ETG - $925,000,000.

Termination of 2021 Credit Agreement

As indicated in Item 1.01, consummation of the Merger would have constituted a Change in Control and an Event of Default under the 2021 Credit Agreement. Accordingly, on the Closing Date, all amounts then outstanding under the 2021 Credit Agreement were repaid and such agreement was terminated.

Termination of $150 Million Term Loan Credit Agreement

SJI has entered into a $150 Million Credit Agreement (the "150 Million Term Loan Credit Agreement"), dated as of December 20, 2022, with KeyBank as lender and administrative agent. SJI has borrowed the entire $150 million under the facility, and upon consummation of the Merger, the entire amount of the loan, including accrued interest became due and payable. Accordingly, SJI has repaid all amounts owing under the $150 million Term Loan Credit Agreement and such agreement has been terminated.

Item 3.03. Material Modification to Rights of Security Holders.

The information set forth under the Introductory Note of this Current Report on Form 8-K and Items 1.01 is incorporated by reference in this Item 3.03.

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