Exhibit 1
UNDERWRITING AGREEMENT
November 28, 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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1
Confirmed and Accepted as of the date hereof and
on behalf of itself and each other Underwriter, if any:
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The
Representatives
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J.P. Morgan
Securities Inc.
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By:
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Name:
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Robert
Bottamedi
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Title:
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Vice
President
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Lehman Brothers
Inc.
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By:
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Name:
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Martin
Goldberg
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Title:
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Senior Vice
President
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UBS Securities
LLC
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By:
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Name:
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John
Doherty
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Title:
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Executive
Director
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By:
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Name:
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Ryan
Donovan
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Title:
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director
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2
SCHEDULE I
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Principal Amount
of Series 2006 D
Debentures to be
Purchased
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Principal Amount
of Series 2006 E
Debentures to be
Purchased
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J.P. Morgan Securities Inc.
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$
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65,000,000
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$
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65,000,000
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Lehman Brothers Inc.
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65,000,000
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65,000,000
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UBS Securities LLC
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65,000,000
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65,000,000
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KeyBanc Capital Markets, a division of McDonald
Investments Inc.
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22,500,000
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22,500,000
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Lazard Capital Markets LLC
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10,625,000
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10,625,000
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Wells Fargo Securities, LLC
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10,625,000
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10,625,000
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Loop Capital Markets, LLC
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3,750,000
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3,750,000
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The Williams Capital Group, L.P.
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3,750,000
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3,750,000
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Toussaint Capital Partners, LLC
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3,750,000
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3,750,000
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Total
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$
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250,000,000
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$
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250,000,000
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3
SCHEDULE II
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I.
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Pricing
Effective Time: 2:20 p.m. on November 28, 2006
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II.
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Title of
Designated Securities:
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5.30%
Debentures, Series 2006 D (“Series 2006 D”)
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5.70%
Debentures, Series 2006 E (“Series 2006 E”)
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III.
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Aggregate
principal amount:
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$250,000,000
for Series 2006 D
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$250,000,000
for Series 2006 E
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Initially
99.716% of the principal amount of the Designated Securities, plus
accrued interest, if any, from December 1, 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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Initially
99.715% of the principal amount of the Designated Securities, plus
accrued interest, if any, from December 1, 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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99.066% of the
principal amount of the Designated Securities, plus accrued
interest, if any, from December 1, 2006 to the date of
delivery.
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98.840% of the
principal amount of the Designated Securities, plus accrued
interest, if any, from December 1, 2006 to the date of
delivery.
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VI.
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Pricing
Disclosure Material:
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As to the
5.30% Debentures, Series 2006 D:
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The Preliminary
Prospectus and the Pricing Term Sheet for the 5.30% Debentures,
Series 2006 D, dated November 28, 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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As to the
5.70% Debentures, Series 2006 E
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The Preliminary
Prospectus and the Pricing Term Sheet for the 5.70% Debentures,
Series 2006 E, dated November 28, 2006, prepared by the
Company and consented to by the Underwriter (attached as Exhibit B
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 price:
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Funds will be
delivered by wire transfer pursuant to the Company’s written
instructions to the Representatives.
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Indenture,
dated as of December 1, 1990, between the Company and The Bank
of New York (as successor to JPMorgan Chase Bank, N.A. (formerly
known as JPMorgan Chase Bank, formerly known as The Chase Manhattan
Bank (successor to The Chase Manhattan Bank (National
Association)))), as Trustee (the “Trustee”), as amended
and supplemented by the First Supplemental Indenture, dated as of
March 6, 1996, between the Company and the Trustee, as amended
and supplemented by a Second Supplemental Indenture, dated as of
June 23, 2005, between the Company and the Trustee.
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XI.
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Interest
Payment Dates:
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June 1,
2007 and thereafter semi-annually on June 1 and
December 1 in each year, except as otherwise provided in the
Indenture.
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XII.
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Redemption
Provisions:
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As set forth in
the Pricing Supplement.
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XIII.
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Sinking Fund
Provisions:
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10:00 a.m. on
December 1, 2006
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4 Irving Place,
New York, New York 10003
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