UNDERWRITING AGREEMENT
December 12, 2000
To the Representative Named
on the Signature Page Hereof:
Dear Sirs:
Subject to the terms and conditions stated or incorporated by reference herein,
Consolidated Edison Company of New York, Inc. (the "Company") hereby agrees to
sell to the Underwriters named in Schedule I hereto (the "Underwriters") and the
Underwriters hereby agree to purchase, severally and not jointly, the principal
amount set forth opposite their names in Schedule I hereto of the securities
specified in Schedule II hereto (the "Designated Securities").
The representative named on the signature page hereof (the "Representative")
represents that the Underwriters have authorized the Representative to enter
into this Underwriting Agreement and to act hereunder on their behalf.
Except as otherwise provided in Schedule II hereto each of the provisions of the
Company's Underwriting Agreement Basic Provisions, dated November 1, 1999, as
filed as Exhibit 1.2 to Registration Statement No. 333-90385 (the "Basic
Provisions"), is incorporated herein by reference in its entirety, and shall be
deemed to be a part of this Agreement to the same extent as if such provisions
had been set forth in full herein. Unless otherwise defined herein, terms
defined in the Basic Provisions are used herein as therein defined.
Payment for the Designated Securities will be made against delivery thereof to
the Representative for the accounts of the respective Underwriters at the time
and place and at the purchase price to the Underwriters set forth in Schedule II
hereto.
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If the foregoing is in accordance with your understanding, please sign and
return to us counterparts hereof, and upon acceptance hereof by you, on behalf
of each of the Underwriters, this letter and such acceptance hereof, including
the Basic Provisions incorporated herein by reference, shall constitute a
binding agreement between each of the Underwriters and the Company.
Very truly yours,
CONSOLIDATED EDISON COMPANY
OF NEW YORK, INC.
By: Robert P. Stelben
Robert P. Stelben
Vice President and Treasurer
Confirmed and Accepted as of the date hereof on behalf of itself and each other
Underwriter, if any:
MORGAN STANLEY & CO. INCORPORATED
By: Harold J. Hendershot III
Harold J. Hendershot III
Vice President
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SCHEDULE I
Principal Amount of
Designated Securities
Underwriter to be Purchased
MORGAN STANLEY & CO. INCORPORATED $350,000,000
Total $350,000,000
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SCHEDULE II
Title of Designated Securities:
6.625% Debentures, Series 2000 C.
Aggregate principal amount:
$350,000,000
Price to Public:
Initially 99.348% of the principal amount of the Designated Securities,
plus accrued interest, if any, from December 15, 2000 to the date of
delivery, and thereafter at market prices prevailing at the time of sale
or at negotiated prices.
Purchase Price by Underwriters:
99.1896% of the principal amount of the Designated Securities, plus
accrued interest, if any, from December 15, 2000 to the date of delivery.
Specified funds for, and manner of, payment of purchase price:
Funds will be delivered by wire transfer pursuant to the Company's written
instructions to the Representative.
Indenture:
Indenture, dated as of December 1, 1990, between the Company and The Chase
Manhattan Bank, as Trustee, as amended and supplemented by the First
Supplemental Indenture, dated as of March 6, 1996, between the Company and
The Chase Manhattan Bank, as Trustee.
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Maturity:
December 15, 2005.
Interest Rate:
As set forth in the prospectus supplement, dated December 12, 2000, for
the Designated Securities (the "Prospectus Supplement") to the prospectus,
dated November 30, 2000 (the "Prospectus"), filed with the Securities and
Exchange Commission (the "SEC") pursuant to Rule 424(b)(2) under the
Securities Act of 1933, as amended, in connection with the Company's
Registration Statement on Form S-3 (No. 333-50236, declared effective by
the SEC on November 30, 2000).
Interest Payment Dates:
As set forth in the Prospectus Supplement.
Redemption Provisions:
None.
Sinking Fund Provisions:
None.
Time of Delivery:
10:00 a.m., on December 15, 2000.
Closing Location:
Room 1618-S at the Company, 4 Irving Place, New York, NY 10003.
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Information furnished by or on behalf of the Underwriters for use in the
Prospectus for the Designated Securities:
1. The sentence regarding delivery of the Designated Securities on the front
cover of the Prospectus Supplement
2. The second paragraph, the second sentence of the fifth paragraph, and the
last paragraph of the section entitled "Underwriting" on page S-5 of the
Prospectus Supplement.
Address of Representative:
Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036
Attention: Hal Hendershot III
Vice President
Captions in the Prospectus and Prospectus Supplement referred to in Section
6(c)(xi) of the Basic Provisions:
Description of Securities
Description of Debentures
Modification of Basic Provisions
Delete Section 6 (d) of the Basic Provisions in its entirety and substitute the
following:
"The Representative shall have received at the Time of Delivery a letter from
PricewaterhouseCoopers LLP, dated the Time of Delivery, substantially in the
form theretofore supplied to and deemed satisfactory by the Representative."
