Material Agreement Form 8 K

On November 25, 2024, Consolidated Edison Company of New York, Inc. ("CECONY") entered into a $700 million Senior Unsecured Delayed Draw Term Loan Credit Agreement, dated as of November 25, 2024 (the "Credit Agreement") among CECONY, as Borrower, the lenders party thereto (the "Lenders"), U.S. Bank National Association, as Administrative Agent and U.S. Bank National Association and PNC Capital Markets LLC, as Joint Lead Arrangers and Bookrunners. On November 25, 2024, CECONY borrowed $500 million under the Credit Agreement, the proceeds of which were used for general corporate purposes. A copy of the Credit Agreement is included as an exhibit to this report, and the description of the Credit Agreement that follows is qualified in its entirety by reference to the Credit Agreement.

Under the Credit Agreement, the Lenders are committed until February 23, 2025, subject to certain conditions, to provide one or more loans to CECONY in an aggregate amount not to exceed $200 million, in addition to the $500 million borrowing on November 25, 2024. CECONY has the option to prepay any term loans issued under the Credit Agreement prior to maturity. CECONY intends to use any additional borrowings under the Credit Agreement for general corporate purposes.

The Lenders' obligations to make additional loans under the Credit Agreement are subject to certain conditions, including that there be no event of default or event which with notice or the lapse of time would become an event of default with respect to CECONY. The commitments are not subject to maintenance of credit rating levels. Upon a change of control of CECONY or of its parent, Consolidated Edison, Inc. ("Con Edison"), or upon an event of default by CECONY, the Lenders may terminate their commitments and declare the loans outstanding under the Credit Agreement immediately due and payable.

Events of default include, among other things, CECONY exceeding at any time a ratio of consolidated debt to consolidated total capital of 0.65 to 1; CECONY or its subsidiaries having liens on its or their assets in an aggregate amount exceeding ten percent of CECONY's consolidated net tangible assets; CECONY or its material subsidiaries failing to make one or more payments in respect of material financial obligations (in excess of $150 million in aggregate of debt or derivative obligations other the occurrence of an event or condition which results in the acceleration of the maturity of any material debt (in excess of $150 million in aggregate of debt other or enables the holders of such debt to accelerate the maturity thereof; and other customary events of default.