[Unless this certificate is presented by an authorized
representative of The Depository Trust Company, a New York
corporation ("DTC"), to the Company or its agent for registration
of transfer, exchange, or payment, and any certificate issued is
registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment
is made to Cede & Co. or to such other entity as is requested by
an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has
an interest herein.]
REGISTERED REGISTERED
Consolidated Edison Company of New York, Inc.
FLOATING RATE DEBENTURES, SERIES 1994 B
INTEREST RATE MATURITY DATE CUSIP
Floating Rate July 1, 1999 209111 CG 6
(Determined as
described herein)
REGISTERED HOLDER: [Cede & Co.]
PRINCIPAL SUM: [ONE HUNDRED FIFTY MILLION DOLLARS ($150,000,000)]
CONSOLIDATED EDISON COMPANY OF NEW YORK, INC., a New York
corporation (hereinafter called the "Company", which term
includes any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to
pay to the registered holder named above or registered assigns,
on the maturity date stated above, unless redeemed prior thereto
as hereinafter provided, the principal sum stated above and to
pay interest thereon, until the date on which payment of such
principal sum has been made or duly provided for, on January 1,
April 1, July 1 and October 1 (each an "Interest Payment Date"),
commencing October 1, 1994, for the period commencing on and
including the immediately preceding Interest Payment Date and
ending on and including the day next preceding the Interest
Payment Date (an "Interest Period"), with the exception that the
first Interest Period shall commence on and include July 6, 1994
and end on and include September 30, 1994. Interest will be paid
to the registered holder of this Debenture at the close of
business on the fifteenth day of the month preceding the Interest
Payment Date, except as otherwise provided in the Indenture.
-2-
This Debenture bears interest at a rate per annum equal to
LIBOR (as defined below) plus .1875%, as determined by The Chase
Manhattan Bank (National Association), which has agreed to act as
calculation agent for the Debentures, or a successor calculation
agent appointed by the Company (the "Calculation Agent"). In no
event, however, shall such rate exceed the maximum interest rate
permitted by applicable law. Upon the request of any person, the
Calculation Agent will advise the person of the interest rate
then in effect for the Debentures.
"LIBOR", with respect to an Interest Period, shall be the
rate (expressed as a percentage per annum) for deposits in United
States dollars for a three-month period beginning on the second
London Banking Day (as defined below) after the Determination
Date (as defined below) that appears on Telerate Page 3750 (as
defined below) as of 11:00 a.m., London time on the Determination
Date. If Telerate Page 3750 does not include such a rate or is
unavailable on a Determination Date, LIBOR for the Interest
Period shall be the arithmetic mean of the rates (expressed as a
percentage per annum) for deposits in a Representative Amount (as
defined below) in United States dollars for a three-month period
beginning on the second London Banking Day after the
Determination Date that appears on Reuters Screen LIBO Page (as
defined below) as of 11:00 a.m., London time on the Determination
Date. If Reuters Screen LIBO Page does not include two or more
rates or is unavailable on a Determination Date, the Calculation
Agent will request the principal London office of each of four
major banks in the London interbank market, one of which may be
the Calculation Agent or its affiliate, selected by the
Calculation Agent (after consulting with the Company) to provide
such bank's offered quotation (expressed as a percentage per
annum), as of approximately 11:00 a.m., London time on such
Determination Date, to prime banks in the London interbank market
for deposits in a Representative Amount in United States dollars
for a three-month period beginning on the second London Banking
Day after the Determination Date. If at least two such offered
quotations are so provided, LIBOR for the Interest Period will be
the arithmetic mean of such quotations. If fewer than two such
quotations are so provided, the Calculation Agent will request
each of three major banks in New York City, one of which may be
the Calculation Agent or its affiliate, selected by the
Calculation Agent (after consulting with the Company) to provide
such bank's rate (expressed as a percentage per annum), as of
approximately 11:00 a.m., New York City time on such
Determination Date, for loans in a Representative Amount in
United States dollars to leading European banks for a three-month
period beginning on the second London Banking Day after the
Determination Date. If at least two such rates are so provided,
LIBOR for the Interest Period will be the arithmetic mean of such
rates. If fewer than two such rates are so provided, then LIBOR
for the Interest Period will be LIBOR in effect with respect to
the immediately preceding Interest Period.
-3-
"Determination Date" with respect to an Interest Period will
be the second London Banking Day preceding the first day of the
Interest Period.
"London Banking Day" is any day in which dealings in United
States dollars are transacted or, with respect to any future
date, are expected to be transacted in the London interbank
market.
"Representative Amount" means a principal amount of not less
than U.S. $1,000,000 for a single transaction in the relevant
market at the relevant time.
"Telerate Page 3750" means the display designated as "Page
3750" on the Dow Jones Telerate Service (or such other page as
may replace Page 3750 on that service).
"Reuters Screen LIBO Page" means the display designated as
page "LIBO" on The Reuters Monitor Money Rates Service (or such
other page as may replace the LIBO page on that service).
Interest on the Debentures will be calculated on the basis
of the actual number of days for which interest is payable in the
Interest Period divided by 360. All percentages resulting from
any calculation in respect of Debentures will be rounded to the
nearest ten-thousandth of a percentage point.
The principal of this Debenture, when due and payable,
shall, upon presentation and surrender hereof, be paid at the
principal office of the Company. The interest on this Debenture,
when due and payable, shall be paid at the principal office of
the Company, or at the option of the Company, by check mailed to
the address of the registered holder hereof or registered assigns
as such address shall appear in the Security Register. All such
payments shall be made in such coin or currency of the United
States of America as at the time of payment is legal tender for
payment of public and private debts.
This Debenture is one of a duly authorized series of an
issue of unsecured debt securities of the Company designated as
its Floating Rate Debentures, Series 1994 B (hereinafter called
the "Debentures"), issued and to be issued under an Indenture
dated as of December 1, 1990 (hereinafter called the
"Indenture"), between the Company and The Chase Manhattan Bank
(National Association), Trustee (hereinafter called the
"Trustee", which term includes any successor trustee under the
Indenture). Reference is made to the Indenture and any
supplemental indenture thereto for the provisions relating, among
other things, to the respective rights of the Company, the
Trustee and the holders of the Debentures, and the terms on which
the Debentures are, and are to be, authenticated and delivered.
-4-
The Company may redeem the Debentures, in whole or in part,
on any Interest Payment Date on or after July 1, 1996, at a price
equal to 100.00% of the principal amount of the Debentures to be
redeemed, together with the accrued interest to be paid on such
Debentures on such Interest Payment Date. If this Debenture or
any portion hereof is called for redemption, interest shall cease
to accrue on this Debenture or such portion hereof on the date
fixed for redemption.
If an Event of Default (as defined in the Indenture) shall
have occurred and be continuing, with respect to the Debentures,
the principal hereof may be declared, and upon such declaration
shall become, due and payable, in the manner, with such effect
and subject to the conditions provided in the Indenture. Any
such declaration may be rescinded by holders of a majority in
principal amount of the outstanding Debentures if all Events of
Default with respect to the Debentures (other than the non-
payment of principal of the Debentures which shall have become
due by such declaration) shall have been remedied.
The Indenture contains provisions permitting the Company and
the Trustee, with the consent of the holders of not less than a
majority in aggregate principal amount of the Debentures at the
time outstanding, evidenced as in the Indenture provided, to
execute supplemental indentures adding any provisions to the
Indenture or to any supplemental indenture with respect to the
Debentures, or modifying in any manner the rights of the holders
of the Debentures; provided, however, that no such supplemental
indenture shall (i) extend the maturity of any Debenture, or
reduce the principal amount thereof, or the premium thereon, if
any, or reduce the rate or extend the time of payment of interest
thereon or make the principal thereof or premium, if any, or
interest thereon payable in any coin or currency other than that
in the Debentures provided, without the consent of the holder of
each Debenture so affected, or (ii) reduce the aforesaid
principal amount of Debentures, the holders of which are required
to consent to any such supplemental indenture without the consent
of the holders of all Debentures then outstanding.
The Debentures are issuable as registered Debentures only,
in the denomination of $1,000 and any integral multiples of
$1,000 approved by the Company, such approval to be evidenced by
the execution thereof.
-5-
This Debenture is transferable by the registered holder
hereof in person or by his attorney duly authorized in writing on
the books of the Company at the office or agency to be maintained
by the Company for that purpose, but only in the manner, subject
to the limitations and upon payment of any tax or governmental
charge for which the Company may require reimbursement as
provided in the Indenture, and upon surrender and cancellation of
this Debenture. Upon any registration of transfer, a new
registered Debenture or Debentures, of authorized denomination or
denominations, and in the same aggregate principal amount, will
be issued to the transferee in exchange therefor.
The Company, the Trustee, any paying agent and any Security
registrar may deem and treat the registered holder hereof as the
absolute owner of this Debenture (whether or not this Debenture
shall be overdue and notwithstanding any notations of ownership
or other writing hereon made by anyone other than the Security
registrar) for the purpose of receiving payment of or on account
of the principal hereof and interest due hereon as herein
provided and for all other purposes, and neither the Company nor
the Trustee nor any paying agent nor any Security registrar shall
be affected by any notice to the contrary.
No recourse shall be had for the payment of the principal of
or premium, if any, or interest on this Debenture, or for any
claim based hereon, or otherwise in respect hereof, or based on
or in respect of the Indenture or any indenture supplemental
thereto, against any incorporator or against any past, present or
future stockholder, officer or member of the Board of Trustees,
as such, of the Company, whether by virtue of any constitution,
statute or rule of law, or by the enforcement of any assessment
or penalty or otherwise, all such liability being, by the
acceptance hereof and as part of the consideration for the issue
hereof, expressly waived and released.
This Debenture shall be deemed to be a contract made under
the laws of the State of New York, and for all purposes shall be
construed in accordance with the laws of the State of New York.
This Debenture shall not be entitled to any benefit under
the Indenture or be valid or obligatory for any purpose until the
certificate of authentication on the face hereof is manually
signed by the Trustee.
-6-
IN WITNESS WHEREOF, the Company has caused this Debenture to
be signed by the manual or facsimile signatures of a Vice
President and the Treasurer of the Company, and a facsimile of
its corporate seal to be affixed or reproduced hereon.
CONSOLIDATED EDISON COMPANY OF NEW YORK, INC.
By
Treasurer
By
Executive Vice President
and Chief Financial Officer
[SEAL]
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated herein
issued under the Indenture described herein.
THE CHASE MANHATTAN BANK
(National Association),
as Trustee
By
Authorized Officer