AMENDMENT NO. 1 TO CREDIT AGREEMENT

AMENDMENT NO. 1 dated as of January 21, 2016 to the Credit Agreement (the “Credit Agreement”) dated as of October 27, 2011 among Consolidated Edison Company of New York, Inc., Consolidated Edison, Inc., Orange and Rockland Utilities, Inc., the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Agent”).

WHEREAS, the parties hereto desire to amend the Credit Agreement to increase the Maximum Availability sublimit applicable to Holdings from $1,000,000,000 to $1,500,000,000;

NOW, THEREFORE, 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. Except as specifically amended by this Amendment, the Credit Agreement shall remain in full force and effect and is hereby ratified and confirmed. The execution, delivery and performance of this Amendment shall not constitute a waiver of any provision of, or operate as a waiver of any right, power or remedy of any Agent or Lender under the Credit Agreement.

SECTION 2.    Amendment of Definition of “Maximum Availability”. The definition of “Maximum Availability” in Section 1.01 of the Credit Agreement is amended by amending clause(ii) thereof to read as follows:

(ii) for Holdings, the lesser of the aggregate amount of the Commitments or $1,500,000,000

SECTION 3.    Representations of Borrower. Each Borrower represents and warrants that (i) the representations and warranties of such Borrower set forth in Article 4 of the Credit Agreement (except, solely with respect to those contained in Sections 4.04(c) and 4.05(a), for proceedings disclosed in such Borrower’s periodic reports filed with the SEC pursuant to the Exchange Act (or, in the case of O&R, disclosed in its financial statements posted on its website (www.oru.com)) prior to the date hereof) will be true on and as of the Amendment Effective Date and (ii) no Default will have occurred and be continuing on such date.

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 on the date when the following conditions are met: (the “Amendment Effective Date”) the Agent shall have received from each of each Borrower and the Required Lenders a counterpart hereof signed by such party or facsimile or other written confirmation (in form satisfactory to the 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.