[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.
7 3/4% QUARTERLY INCOME CAPITAL SECURITIES
(SERIES A SUBORDINATED DEFERRABLE INTEREST DEBENTURES)
INTEREST RATE MATURITY DATE CUSIP
7 3/4% Per annum March 31, 2031 209111 84 8
REGISTERED HOLDER: [Cede & Co.]
PRINCIPAL SUM: [_______________________ DOLLARS ($___,___,___)]
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 from March 6, 1996, or from the most recent
interest payment date through which interest has been duly paid
or provided for, on March 31, 1996 and thereafter quarterly on
March 31, June 30, September 30 and December 31 of each year, at
the interest rate stated above, until the date on which the
payment of such principal sum has been made or duly provided for;
provided, however, that during an Extension Period (hereinafter
defined) all interest otherwise payable on such principal sum
during such Extension Period (together, to the extent permitted
by applicable law, with interest thereon at the interest rate
stated above) will be payable on the interest payment date that
occurs on the last day of the Extension Period.
This security is one of a duly authorized series of an issue
of unsecured debt securities of the Company designated as its
7 3/4% Quarterly Income Capital Securities (Series A Subordinated
Deferrable Interest Debentures) (herein called the "Capital
Securities"), issued and to be issued under an Indenture, dated
- 2 -
as of December 1, 1990, between the Company and The Chase
Manhattan Bank (National Association), Trustee (hereinafter
called the "Trustee", which term includes any successor trustee
thereto) (the "Basic Indenture"), as amended and supplemented by
a First Supplemental Indenture, dated March 6, 1996, between the
Company and the Trustee (together with the Basic Indenture, 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 Capital Securities, and the terms
on which the Capital Securities are, and are to be, authenticated
and delivered.
The Company may at any time and from time to time during the
term of the Capital Securities extend the interest payment period
to a period not exceeding 20 consecutive quarters (an "Extension
Period") by electing to not pay interest on the Capital
Securities on an interest payment date. During any such
Extension Period, the Company shall not declare or pay any
dividend on, or redeem, purchase, acquire or make a liquidation
payment with respect to, any of its capital stock. Prior to the
end of any such Extension Period, the Company may further extend
the interest payment period, provided that such Extension Period,
together with all such previous and further extensions thereof,
may not exceed 20 consecutive quarters or extend beyond the
maturity of the Capital Securities. Upon the end of any
Extension Period and the payment of all amounts then due, the
Company may initiate a new Extension Period, provided that such
new Extension Period, together with any extension thereof, may
not exceed 20 consecutive quarters or extend beyond the maturity
of the Capital Securities. Other than on the last day thereof,
no interest on the Capital Securities shall be due and payable
during an Extension Period and the failure to pay interest during
any such period shall not be an Event of Default (as defined in
the Indenture).
The Company shall give the holders of the Capital Securities
notice of its initiation or extension of any such Extension
Period not later than ten Business Days (as defined herein) prior
to the earlier of (i) the record date for the first interest
payment that, absent such initiation or extension, would
otherwise be due, or (ii) if applicable, the date the Company is
required to give notice to the New York Stock Exchange or other
self-regulatory organization of such record date.
-3-
The interest payable on the Capital Securities on any
interest payment date, including any interest payable with
respect to an Extension Period, shall be computed on the basis of
a 360-day year of twelve 30-day months, and will be paid to the
registered holder of the Capital Securities at the close of
business on the fifteenth day of the month in which such interest
payment date occurs, except as otherwise provided in the
Indenture.
In the event that any interest payment date is not a
Business Day, then payment of the interest payable on such date
will be made on the next succeeding day which is a Business Day
(and without any interest or other payment in respect of any such
delay), except that, if such Business Day is in the next
succeeding calendar year, such payment shall be made on the
immediately preceding Business Day, in each case with the same
force and effect as if made on such interest payment date. A
"Business Day" shall mean any day other than a day on which
banking institutions in New York City are authorized or obligated
by law to close.
The principal of this Capital Security, when due and
payable, shall, upon presentation and surrender hereof, be paid
at the principal office of the Company. The interest on this
Capital Security, 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.
The Company may redeem the Capital Securities, as a whole at
any time, or in part from time to time, on or after March 31,
2001 at 100% of the principal amount of the Capital Securities to
be redeemed together with unpaid accrued interest thereon to the
date fixed for redemption.
At any time after the occurrence of a Tax Event, the Company
may redeem the Capital Securities, in whole but not in part, at
100% of the principal amount of the Capital Securities together
with unpaid accrued interest to the date fixed for redemption.
"Tax Event" means the receipt by the Company of an opinion of
counsel experienced in such matters to the effect that, as a
result of (a) any amendment to, clarification of, or change
(including any announced prospective change) in, the laws or
treaties (or any regulations thereunder) of the United States or
any taxing authority thereof or therein affecting taxation, (b)
any judicial decision or any official administrative
pronouncement, ruling, regulatory procedure, notice or
- 4 -
announcement (including any notice or announcement of intent to
issue or adopt any such administrative pronouncement, ruling,
regulatory procedure or regulation) (each, an "Administrative
Action"), or (c) any amendment to, clarification of, or change in
the official position or the interpretation of any such
Administrative Action or judicial decision or any interpretation
or pronouncement that provides for a position with respect to
such Administrative Action or judicial decision that differs from
the theretofore generally accepted position, in each case by any
legislative body, court, governmental authority or regulatory
body, irrespective of the manner in which such amendment,
clarification or change is made known, which amendment,
clarification or change is effective, which Administrative Action
is taken or which judicial decision is issued, in each case on or
after the date of issuance of the Capital Securities, there is
more than an insubstantial risk that interest payable by the
Company on the Capital Securities is not, or will not be, fully
deductible for United States federal income tax purposes.
The obligations of the Company under the Capital Securities
are subordinate and junior in right of payment to Senior
Indebtedness (as defined in the Indenture), and this Capital
Security is issued subject to the provisions of the Indenture
with respect thereto. Holders of Capital Securities, by
accepting same, (a) agree to be bound by such subordination
provisions, (b) authorize and direct the Trustee on their behalf
to take such action as may be necessary or appropriate to
acknowledge or effectuate the subordination so provided, and (c)
appoint the Trustee their attorney-in-fact for any and all such
purposes. Holders of Capital Securities, by accepting same,
hereby waive all notice of the acceptance of the subordination
provisions by each holder of Senior Indebtedness, whether now
outstanding or hereinafter incurred, and waive reliance by each
such holder upon such provisions.
If an Event of Default shall have occurred and be
continuing, with respect to the Capital Securities, the principal
hereof may be declared, and upon such declaration shall become,
due and payable, in the manner, with the 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 Capital Securities if all Events of Default with
respect to the Capital Securities (other than the non-payment of
principal of the Capital Securities which shall have become due
by such declaration) shall have been remedied.
-5-
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 Capital Securities
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
Capital Securities, or modifying in any manner the rights of the
holders of the Capital Securities; provided, however, that no
such supplemental indenture shall (i) extend the maturity of any
Capital Security, or reduce the principal amount thereof, or
reduce the rate or extend the time of payment of interest thereon
or make the principal thereof or interest thereon payable in any
coin or currency other than that in the Capital Securities
provided, without the consent of the holder of each Capital
Security so affected, or (ii) reduce the aforesaid principal
amount of Capital Securities, the holders of which are required
to consent to any such supplemental indenture without the consent
of the holders of all Capital Securities then outstanding.
The Capital Securities are issuable as registered Capital
Securities only, in the denomination of $25 and any integral
multiples thereof approved by the Company, such approval to be
evidenced by the execution thereof.
This Capital Security 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 Capital Security. Upon any registration
of transfer, a new registered Capital Security or Capital
Securities, 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 Capital Security (whether or not this
Capital Security 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.
-6-
No recourse shall be had for the payment of the principal of
or interest on this Capital Security, 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 Capital Security 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 Capital Security 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.
IN WITNESS WHEREOF, the Company has caused this Capital
Security 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 Executive Vice President
and Chief Financial Officer
By Treasurer
[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