Exhibit 1.2
UNDERWRITING AGREEMENT
September 20, 2006
To the Representatives:
Ladies and Gentlemen:
Subject to the terms and conditions
stated or incorporated by reference herein, Consolidated Edison
Company of New York, Inc. (the “Company”) hereby agrees
to sell to the Underwriters named in Schedule I hereto (the
“Underwriters”) and the Underwriters hereby agree to
purchase, severally and not jointly, the principal amount set forth
opposite its name in Schedule I hereto of the securities specified
in Schedule II hereto (the “Designated
Securities”).
The representatives named on the
signature page hereof (the “Representatives”) represent
that the Underwriters have authorized the Representatives to enter
into this Underwriting Agreement and to act hereunder on their
behalf.
Except as otherwise provided in
Schedule II hereto each of the provisions of the Company’s
Underwriting Agreement Basic Provisions, dated August 1, 2006,
as filed as Exhibit 1.2 to Registration Statement
No. 333-136268 (the “Basic Provisions”), is
incorporated herein by reference in its entirety, and shall be
deemed to be a part of this Agreement to the same extent as if such
provisions had been set forth in full herein. Unless otherwise
defined herein, terms defined in the Basic Provisions are used
herein as therein defined.
Payment for the Designated
Securities will be made against delivery thereof to the
Representatives for the accounts of the respective Underwriters at
the time and place and at the purchase price to the Underwriters
set forth in Schedule II hereto.
If the foregoing is in accordance with your
understanding, please sign and return to us counterparts hereof,
and upon acceptance hereof by you, on behalf of the Underwriters,
this letter and such acceptance hereof, including the Basic
Provisions incorporated herein by reference, shall constitute a
binding agreement between each of the Underwriters and the
Company.
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Very truly
yours,
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CONSOLIDATED
EDISON COMPANY OF NEW YORK, INC.
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By:
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Name:
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Joseph P.
Oates
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Title:
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Vice President
and Treasurer
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Confirmed and Accepted as of the
date hereof and on behalf of itself and each other Underwriter, if
any:
The Representatives
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HSBC Securities
(USA) Inc.
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By:
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Name:
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Andrew
Lazerus
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Title:
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Senior Vice
President
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Morgan Stanley
& Co. Incorporated
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By:
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Name:
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Michael
Fusco
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Title:
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Executive
Director
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SCHEDULE I
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Principal Amount of
Designated Securities to
be Purchased
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HSBC Securities (USA) Inc.
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$
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140,000,000
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Morgan Stanley & Co.
Incorporated
KeyBanc Capital Markets, a division
of McDonald Investments Inc.
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140,000,000
40,000,000
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Greenwich Capital Markets,
Inc.
Raymond James & Associates,
Inc.
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40,000,000
20,000,000
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M.R. Beal & Company
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10,000,000
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Samuel A. Ramirez & Co.,
Inc.
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10,000,000
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Total
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$
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400,000,000
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SCHEDULE II
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I.
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Pricing
Effective Time: 1:55 p.m. on September 20, 2006
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II.
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Title of
Designated Securities:
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5.50 %
Debentures, Series 2006 C
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III.
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Aggregate
principal amount:
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$400,000,000
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IV.
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Price to
Public:
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Initially
99.615% of the principal amount of the Designated Securities, plus
accrued interest, if any, from September 25, 2006 to the date of
delivery, and thereafter at market prices prevailing at the time of
sale or at negotiated prices.
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V.
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Purchase Price
by Underwriter:
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98.965% of the
principal amount of the Designated Securities, plus accrued
interest, if any, from September 25, 2006 to the date of
delivery.
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VI.
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Pricing
Disclosure Material:
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The Preliminary
Prospectus and the Pricing Term Sheet, dated September 20, 2006,
prepared by the Company and consented to by the Underwriter
(attached as Exhibit A to this Schedule II or the contents
thereof).
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VII.
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Specified funds
for, and manner of, payment of purchase pr
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