ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
OnJune 26, 2020 ,Consolidated Edison, Inc. ("Con Edison") entered into a Commitment Increase Supplement, dated as ofJune 26, 2020 (the "Commitment Increase Supplement") betweenCon Edison and the additional lender party thereto (the "Additional Lender") and accepted byBank of America, N.A ., as administrative agent (the "Agent") for the lenders party to the Credit Agreement entered into onApril 6, 2020 (the "Supplemental Credit Agreement") amongCon Edison , the lenders party thereto (collectively with the Additional Lender, the "Lenders") andBank of America, N.A ., as Agent. The Commitment Increase Supplement increases the aggregate principal amount of loans available under the Supplemental Credit Agreement from$750 million to$820 million . A copy of the Commitment Increase Supplement is included as an exhibit to this report, and this description is qualified in its entirety by reference to the Commitment Increase Supplement.
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE
SHEET ARRANGEMENT OF A REGISTRANT. OnJuly 1, 2020 ,Con Edison borrowed$820 million pursuant to the Supplemental Credit Agreement, as amended and supplemented by the Commitment Increase Supplement.Con Edison used the proceeds from the borrowing for general corporate purposes, including repayment of short-term debt bearing interest at variable rates. Pursuant to the Supplemental Credit Agreement, the borrowing bears interest at a variable rate and converted to a term loan onJuly 2, 2020 , which matures onMarch 29, 2021 (the "Term Loan").Con Edison has the option to prepay the Term Loan. Subject to certain exceptions, the Term Loan under the Supplemental Credit Agreement is subject to mandatory prepayment with the net cash proceeds of debt or equity issuances byCon Edison or its non-regulated subsidiaries. Upon a change of control of, or upon an event of default byCon Edison under the Supplemental Credit Agreement (an "Event of Default"), the Lenders may declare the Term Loan due and payable. Events of Default includeCon Edison exceeding at any time a ratio of consolidated debt to consolidated total capital of 0.65 to 1; having liens on its assets in an aggregate amount exceeding five percent of its consolidated total capital, subject to certain exceptions;Con Edison or any of its subsidiaries failing to make one or more payments in respect of other material financial obligations (in excess of an aggregate$150 million of debt or derivative obligations other than non-recourse debt) when due or within any applicable grace period; the occurrence of an event or condition which results in the acceleration of the maturity of any other material debt (in excess of an aggregate$150 million of debt other than non-recourse debt) or enables the holders of such debt to accelerate the maturity thereof; and other customary events of default.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
Exhibit 10 Commitment Increase Supplement, dated as of
and the additional lender party thereto and accepted by
administrative agent.
Exhibit 104 Cover Page Interactive Data File - The cover page iXBRL tags are embedded within
the inline XBRL document 2
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