GUARANTY, dated as of November 14, 2000 (this "GUARANTY"), from CONSOLIDATED EDISON,
INC., a New York corporation (the "GUARANTOR"), in favor of HAWKEYE FUNDING, LIMITED
PARTNERSHIP, a Delaware limited partnership (the "LESSOR"), and its successors and assigns.
WHEREAS, the Guarantor wishes to induce the Lessor to enter into a certain Agreement for Lease (as defined
below) and Lease (as defined below) with a Subsidiary (as defined below) of the Guarantor; and
WHEREAS, the Lessor is unwilling to enter into the Agreement for Lease or the Lease unless the Guarantor
enters into this Guaranty;
NOW, THEREFORE, in order to induce the Lessor to enter into the Agreement for Lease and the Lease, the
Guarantor hereby agrees as follows:
RULES OF CONSTRUCTION
1.1 DEFINITIONS. As used in this Guaranty, capitalized terms defined in the preamble and other Sections of
this Guaranty shall have the meanings set forth therein, terms defined in EXHIBIT A shall have the meanings set
forth therein, and capitalized terms used herein or in EXHIBIT A but not otherwise defined herein or in EXHIBIT
A shall, except as otherwise provided in the Agreement for Lease or the Lease, have the meanings set forth in the
Lease, for any period on or after the Effective Date (as defined in the Lease) or the Agreement for Lease, for any
period prior thereto.
1.2 ACCOUNTING TERMS. All accounting terms not specifically defined herein shall be construed in
accordance with GAAP.
1.3 USE OF CERTAIN TERMS. Unless the context of this Guaranty requires otherwise, the plural includes the
singular, the singular includes the plural, and "including" has the inclusive meaning of "including without limitation."
The words "hereof," "herein," "hereby," "hereunder" and other similar terms of this Guaranty refer to this Guaranty
as a whole and not exclusively to any particular provision of this Guaranty. All pronouns and any variations
thereof shall be deemed to refer