[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 1997 A
INTEREST RATE MATURITY DATE CUSIP
Floating Rate June 15, 2002 209111 CU 5
(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 March 15, June 15, September 15 and December 15 (each an "Interest Payment
Date"), commencing September 15, 1997, 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 June 20, 1997 and end on and include September 14, 1997. Interest
will be paid to the registered holder of this Debenture at the close of business
on the last 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, reset quarterly, equal
to LIBOR (as defined below) plus 0.06000%, as determined by The Chase Manhattan
Bank, 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
-3-
will be LIBOR in effect with respect to the immediately preceding Interest
Period.
"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 1997 A (hereinafter called the "Debentures"), issued and to be issued
under an Indenture dated as of December 1, 1990 between the Company and The
Chase Manhattan Bank, Trustee (hereinafter called the "Trustee", which term
includes any successor trustee under the Indenture), as amended and supplemented
by the First Supplemental Indenture, dated
-4-
as of March 6, 1996, between the Company and the Trustee (hereinafter called 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.
The Company may redeem the Debentures, in whole or in part, on any
Interest Payment Date on or after June 15, 1999, 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.
-5-
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.
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
Vice President and Treasurer
By
Senior 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,
as Trustee
By
Authorized Officer