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.
4.70% DEBENTURES, SERIES 2004 C
INTEREST RATE MATURITY DATE CUSIP
4.70% per annum June 15, 2009 209111 EG 4
REGISTERED HOLDER: Cede & Co.
PRINCIPAL SUM: TWO HUNDRED SEVENTY FIVE MILLION DOLLARS ($275,000,000)
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 from June
17, 2004, or from the most recent interest payment date to which interest has
been duly paid or provided for, initially on December 15, 2004, and thereafter
semi-annually on each June 15 and December 15 of each year, at the interest rate
stated above, until the date on which payment of such principal sum has been
made or duly provided for. The interest so payable on any interest payment date
will be paid to the person in whose name this Debenture is registered at the
close of business on the last day of the month preceding the interest payment
date, except as otherwise provided in the Indenture.
The principal of this Debenture, when due and payable, shall, upon
presentation and surrender hereof, be paid at The Bank of New York, 101 Barclay
Street, Stock Transfer Division, New York, New York, or at the office of any
paying agent subsequently appointed pursuant to the Indenture. The interest on
this Debenture, when due and payable, shall be paid at The Bank of New York, 101
Barclay Street, Stock Transfer Division, New York, New York, or at the office of
any paying agent subsequently appointed pursuant to the Indenture, 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.
-2-
This Debenture is one of a duly authorized series of an issue of unsecured debt
securities of the Company designated as its 4.70% Debentures, Series 2004 C
(hereinafter called the "Debentures"), issued and to be issued under an
Indenture dated as of December 1, 1990 between the Company and JPMorgan Chase
Bank (formerly The Chase Manhattan Bank (successor to The Chase Manhattan Bank
(National Association))), Trustee (hereinafter called the "Trustee", which term
includes any successor trustee under the Indenture), as amended and supplemented
by the First Supplemental Indenture, dated 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, at its
option at any time, at a redemption price equal to the greater of (1) 100% of
the principal amount of the Debentures being redeemed or (2) the sum of the
present values of the remaining scheduled payments of principal and interest
thereon (exclusive of interest accrued to the date of redemption) discounted to
the redemption date on a semiannual basis (assuming a 360-day year consisting of
twelve 30-day months) at the Treasury Rate (as defined below) plus 10 basis
points, plus, in either case, accrued interest on the principal amount being
redeemed to the redemption date.
"Comparable Treasury Issue" means the United States Treasury security
or securities selected by an Independent Investment Banker (as defined below) as
having an actual or interpolated maturity comparable to the remaining term of
the Debentures being redeemed that would be utilized, at the time of selection
and in accordance with customary financial practice, in pricing new issues of
corporate debt securities of comparable maturity to the remaining term of such
Debentures.
"Comparable Treasury Price" means, with respect to any redemption date,
(1) the average of the Reference Treasury Dealer Quotations (as defined below)
for such redemption date, after excluding the highest and lowest such Reference
Treasury Dealer Quotations, or (2) if the Trustee obtains fewer than four such
Reference Treasury Dealer Quotations, the average of all such quotations.
"Independent Investment Banker" means one of the Reference Treasury
Dealers (as defined below) appointed by the Trustee after consultation with the
Company.
"Reference Treasury Dealer" means each of HSBC Securities (USA) Inc.
and J.P. Morgan Securities Inc., their respective successors, and two other
primary U.S. Government securities dealers in The City of New York (a "Primary
Treasury Dealer") selected by the Company. If any Reference Treasury Dealer
shall cease to be a Primary Treasury Dealer, the Company will substitute another
Primary Treasury Dealer for that dealer.
"Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined by
the Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the trustee by such Reference Treasury Dealer at 3:30 p.m. New York
time on the third business day preceeding such redemption date.
-3-
"Treasury Rate" means, with respect to any redemption date, the rate
per annum equal to the semiannual equivalent yield to maturity or interpolated
(on a day count basis) of the Comparable Treasury Issue, assuming a price for
the Comparable Treasury Issue (expressed as a percentage of its principal
amount) equal to the Comparable Treasury Price for such redemption date.
Unless the Company defaults in payment of the redemption price, on and
after the redemption date interest will cease to accrue on the Debentures or
portions thereof called 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
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 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 $1000 and any integral multiples of $1000 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
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 Directors, 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.
-4-
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.
All terms used in this Debenture which are defined in the Indenture and
not defined herein shall have the meanings assigned to them in the Indenture.
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.
IN WITNESS WHEREOF, the Company has caused this Debenture to be signed
by the manual or facsimile signatures of an Executive Vice President and Chief
Financial Officer and the Vice President and 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
Vice President and Treasurer
SEAL
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated herein issued under the
Indenture described herein.
JPMORGAN CHASE BANK,
as Trustee
By
Authorized Officer
Dated: June 17, 2004