Material Agreement - Form 8-K

On March 25, 2024, Consolidated Edison Company of New York, Inc. ("CECONY") entered into a Revolving Credit Agreement, dated as of March 25, 2024 (the "CECONY Credit Agreement"), among CECONY, the lenders party thereto (the Lenders") and Bank of America, N.A., as Administrative Agent, that replaces a separate Agreement that expired on March 25, 2024. A copy of the CECONY Credit Agreement is included as an exhibit to this report and the description that follows is qualified in its entirety by reference to the CECONY Credit Agreement.

Under the CECONY Credit Agreement, the Lenders committed to provide loans, on a revolving credit basis, to CECONY in an aggregate amount of up to $500 million. CECONY intends to use the CECONY Credit Agreement to support its commercial paper program. Loans issued under the CECONY Credit Agreement may also be used for other general corporate purposes. Any borrowings under the CECONY Credit Agreement would generally be at variable interest rates. Interest and fees for loans under the CECONY Credit Agreement generally reflect CECONY's credit rating.

The Lenders' commitments to make a loan to CECONY terminate on March 24, 2025 and are subject to certain conditions, including that there be no Event of Default (see below) or event which with notice or the lapse of time would become an Event of Default and that the representations and warranties of CECONY contained in the CECONY Credit Agreement (not including that CECONY did not have a material adverse change) be true on and as of the date of such loan and that CECONY shall have the required regulatory approvals. Upon a change of control of CECONY, each Lender may terminate its commitments and declare the loans, accrued interest and any other amounts owed by CECONY immediately due and payable.

If an event of default with respect to CECONY (an "Event of Default") occurs and is continuing, the Lenders may terminate their commitments and declare the loans (including accrued interest) immediately due and payable.

Events of Default under the CECONY Credit Agreement include, among others:

On March 27, 2024, Consolidated Edison, Inc. ("Con Edison") and its subsidiaries CECONY and Orange and Rockland Utilities, Inc. ("O&R," and along with Con Edison and CECONY, collectively, the "Companies") entered into an Extension Agreement (the "Extension") with respect to the $2.5 billion Credit Agreement, dated as of March 27, 2023, among the Companies, the lenders party thereto and Bank of America, N.A., as Administrative Agent (the "Credit Agreement") that extends the termination date of the Credit Agreement from March 27, 2028 to March 27, 2029. A copy of the Extension is included as an exhibit to this report and this description is qualified in its entirety by reference to the Extension.

On March 27, 2024, the Companies also entered into a First Amendment to Credit Agreement (the "Amendment") that, among other things, amends the mechanics relating to determining the interest rate to be paid with respect to a Term SOFR Loan. A copy of the Amendment is included as an exhibit to this report and this description is qualified in its entirety by reference to the Amendment.