Amendment, dated as of June 22, 2011, to the Amended & Restated Credit Agreement

AMENDMENT dated as of June 22, 2011 to the Amended and Restated Credit Agreement dated as of June 22, 2006 (the “Credit Agreement”) among CONSOLIDATED EDISON COMPANY OF NEW YORK, INC., CONSOLIDATED EDISON, INC., ORANGE AND ROCKLAND UTILITIES, INC., the BANKS party thereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

SECTION 1. Defined Terms; References. Unless otherwise specifically defined herein, each term used herein that is defined in the Credit Agreement has the meaning assigned to such term in the Credit Agreement. Each reference to “hereof”, “hereunder”, “herein” and “hereby” and each other similar reference and each reference to “this Agreement” and each other similar reference contained in the Credit Agreement shall, after this Amendment becomes effective, refer to the Credit Agreement as amended hereby.

SECTION 2. Amendments. (a) The definition of Letter of Credit Termination Date in Section 1.01 of the Credit Agreement is amended to read as follows:

“Letter of Credit Termination Date” means the first anniversary of the Termination Date (or if such date is not a Domestic Business Day, the next succeeding Domestic Business Day).

(b) The following new definition is added to Section 1.01 of the Credit Agreement:

“Long-Dated Letter of Credit” means any Letter of Credit having an expiry date later than the fifth Domestic Business Day prior to the Termination Date.

(h) Cash Cover For Long-Dated Letters of Credit. Each Borrower shall on the fifth Domestic Business Day prior to the Termination Date pay to the Administrative Agent an amount in immediately available funds (which funds shall be held as collateral for the benefit of the Banks pursuant to arrangements satisfactory to the Administrative Agent) equal to the aggregate amount available for drawing under all of its respective Long-Dated Letters of Credit, if any; provided, however, that such payment shall not be required if and to the extent the Administrative Agent is holding funds as collateral pursuant to Section 6.03 with respect to such Long-Dated Letters of Credit. The Administrative Agent shall have exclusive dominion and control, including exclusive right of withdrawal, over the account in which such payment is deposited. Following the subsequent expiration, or surrender to the Issuing Bank, of any of a Borrower’s Long-Dated Letters of Credit, so long as no Event of Default then exists with respect to such Borrower, the Administrative Agent shall promptly return to such Borrower any funds the Administrative Agent is holding pursuant to this Section 2.18(h) for such Long-Dated Letter of Credit.

SECTION 3. Representations of Borrowers. Each Borrower represents and warrants that (i) the representations and warranties of such Borrower set forth in Article 4 of the Credit Agreement are true on the date hereof and (ii) no Default with respect to such Borrower has occurred and is continuing on the date hereof.

SECTION 4. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York.

SECTION 5. Counterparts. This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

SECTION 6. Effectiveness. This Amendment shall become effective as of the date hereof when the Administrative Agent shall have received from each of the Borrowers, the Banks, the Issuing Bank and the Administrative Agent a counterpart hereof signed by such party or facsimile or other written confirmation (in form satisfactory to the Administrative Agent) that such party has signed a counterpart hereof.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.


CONSOLIDATED EDISON COMPANY OF NEW YORK, INC.

By:		/s/ Scott Sanders
		Name: Scott Sanders
		Title: Vice President and Treasurer


CONSOLIDATED EDISON, INC.

By:		/s/ Scott Sanders
		Name: Scott Sanders
		Title: Vice President and Treasurer


ORANGE AND ROCKLAND UTILITIES, INC.

By:		/s/ John E. Perkins
		Name: John E. Perkins
		Title: Treasurer


JPMORGAN CHASE BANK, N.A., as Bank, Issuing Bank and Administrative Agent

By:		/s/ Peter Christensen
		Name: Peter Christensen
		Title: Vice President


Bank: UBS Loan Finance LLC

By:		/s/ Mary E. Evans
		Name: Mary E. Evans
		Title: Associate Director

By:		/s/ Irja R. Otsa
		Name: Irja R. Otsa
		Title: Associate Director


Bank: TD Bank, N.A.

By:		/s/ Daniel Csillay
		Name: Daniel Csillay
		Title: Vice President


Bank: State Street Bank and Trust Company

By:		/s/ Mary H. Carey
		Name: Mary H. Carey
		Title: Vice President


Bank: The Royal Bank of Scotland PLC

By:		/s/ Tyler J. McCarthy
		Name: Tyler J. McCarthy
		Title: Director


Bank: THE NORTHERN TRUST COMPANY

By:		/s/ Daniel J. Boote
		Name: Daniel J. Boote
		Title: Senior Vice President


Bank: Morgan Stanley Bank, N.A.

By:		/s/ Scott Taylor
		Name: Scott Taylor
		Title: Authorized Signatory


Bank: Mizuho Corporate Bank, Ltd.

By:		/s/ Raymond Ventura
		Name: Raymond Ventura
		Title: Deputy General Manager


Bank: KeyBank National Association

By:		/s/ Sherrie I. Manson
		Name: Sherrie I. Manson
		Title: Senior Vice President


Bank: HSBC Bank USA, N.A.

By:		/s/ Alexandra Barrows
		Name: Alexandra Barrows
		Title: Associate


Bank: Goldman Sachs Bank USA

By:		/s/ Lauren Day
		Name: Lauren Day
		Title: Authorized Signatory


Bank: William Street LLC

By:		/s/ Mark Walton
		Name: Mark Walton
		Title: Authorized Signatory


Bank: Commerzbank AG New York and Grand Cayman Branches

By:		/s/ Claudia Rost
		Name: Claudia Rost
		Title: Director

By:		/s/ Svenja Freckmann
		Name: Svenja Freckmann
		Title: Associate


Bank: Citibank, N.A.

By:		/s/ J. Nicholas McKee
		Name: J. Nicholas McKee
		Title: Managing Director


Bank: The Bank of Tokyo-Mitsubishi UFJ, Ltd.

By:		/s/ Chi-Cheng Chen
		Name: Chi-Cheng Chen
		Title: Vice President


Bank: The Bank of New York Mellon

By:		/s/ John Watt
		Name: John Watt
		Title: Vice President


Bank: Barclays Bank PLC

By:		/s/ May Huang
		Name: May Huang
		Title: Assistant Vice President


Bank: Bank of America, N.A.

By:		/s/ Mike Mason
		Name: Mike Mason
		Title: Director


Bank: Wells Fargo Bank, N.A.

By:		/s/ Keith Luettel
		Name: Keith Luettel
		Title: Vice President