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



 Exhibit 4.1 
 AMENDMENT NO. 1 
 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. 
 The parties hereto agree as follows: 

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. 

(c) Section 2.18 of the Credit Agreement is amended by the addition of the following new subsection (h): 

(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. 

  
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 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. 

  
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 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



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

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



  
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	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



  
 [Amendment to
the Credit Agreement] 








 
			
	Bank: TD Bank, N.A.
		
	By:	 	/s/ Daniel Csillay
		 	Name: Daniel Csillay
		 	Title: Vice President



  
 [Amendment to
the Credit Agreement] 








 
			
	Bank: State Street Bank and Trust Company
		
	By:	 	/s/ Mary H. Carey
		 	Name: Mary H. Carey
		 	Title: Vice President



  
 [Amendment to
the Credit Agreement] 








 
			
	Bank: The Royal Bank of Scotland PLC
		
	By:	 	/s/ Tyler J. McCarthy
		 	Name: Tyler J. McCarthy
		 	Title: Director



  
 [Amendment to
the Credit Agreement] 








 
			
	Bank: THE NORTHERN TRUST COMPANY
		
	By:	 	/s/ Daniel J. Boote
		 	Name: Daniel J. Boote
		 	Title: Senior Vice President



  
 [Amendment to
the Credit Agreement] 








 
			
	Bank: Morgan Stanley Bank, N.A.
		
	By:	 	/s/ Scott Taylor
		 	Name: Scott Taylor
		 	Title: Authorized Signatory



  
 [Amendment to
the Credit Agreement] 








 
			
	Bank: Mizuho Corporate Bank, Ltd.
		
	By:	 	/s/ Raymond Ventura
		 	Name: Raymond Ventura
		 	Title: Deputy General Manager



  
 [Amendment to
the Credit Agreement] 








 
			
	Bank: KeyBank National Association
		
	By:	 	/s/ Sherrie I. Manson
		 	Name: Sherrie I. Manson
		 	Title: Senior Vice President



  
 [Amendment to
the Credit Agreement] 








 
			
	Bank: HSBC Bank USA, N.A.
		
	By:	 	/s/ Alexandra Barrows
		 	Name: Alexandra Barrows
		 	Title: Associate



  
 [Amendment to
the Credit Agreement] 








 
			
	Bank: Goldman Sachs Bank USA
		
	By:	 	/s/ Lauren Day
		 	Name: Lauren Day
		 	Title: Authorized Signatory



  
 [Amendment to
the Credit Agreement] 








 
			
	Bank: William Street LLC
		
	By:	 	/s/ Mark Walton
		 	Name: Mark Walton
		 	Title: Authorized Signatory



  
 [Amendment to
the Credit Agreement] 








 
			
	 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



  
 [Amendment to
the Credit Agreement] 








 
			
	Bank: Citibank, N.A.
		
	By:	 	/s/ J. Nicholas McKee
		 	Name: J. Nicholas McKee
		 	Title: Managing Director



  
 [Amendment to
the Credit Agreement] 








 
			
	Bank: The Bank of Tokyo-Mitsubishi UFJ, Ltd.
		
	By:	 	/s/ Chi-Cheng Chen
		 	Name: Chi-Cheng Chen
		 	Title: Vice President



  
 [Amendment to
the Credit Agreement] 








 
			
	Bank: The Bank of New York Mellon
		
	By:	 	/s/ John Watt
		 	Name: John Watt
		 	Title: Vice President



  
 [Amendment to
the Credit Agreement] 








 
			
	Bank: Barclays Bank PLC
		
	By:	 	/s/ May Huang
		 	Name: May Huang
		 	Title: Assistant Vice President



  
 [Amendment to
the Credit Agreement] 








 
			
	Bank: Bank of America, N.A.
		
	By:	 	/s/ Mike Mason
		 	Name: Mike Mason
		 	Title: Director



  
 [Amendment to
the Credit Agreement] 








 
			
	Bank: Wells Fargo Bank, N.A.
		
	By:	 	/s/ Keith Luettel
		 	Name: Keith Luettel
		 	Title: Vice President



  
 [Amendment to
the Credit Agreement]