ITC Holdings Corp. Sample Contracts

ITC Holdings Corp. – Re: Amendment to Employment and Equity Agreements (February 22nd, 2019)

As we discussed, in exchange for (1) your willingness to support and facilitate succession planning by agreeing to relinquish your role as Chief Business Unit Officer effective February 18, 2019, (2) your willingness to assume a leadership role in another important project or initiative in the future, and (3) your agreement to amend your December 21, 2012 Employment Agreement (the “Employment Agreement”) by striking Section 7.c(ii)(B), ITC Holdings Corp. (the “Company”) agrees that upon your voluntary termination of employment, your equity compensation awards, which would otherwise be forfeited, will continue to vest on their normal schedule if you do not meet the “retirement age” for continued vesting (i.e., age 65) at the time of your separation, provided, however, that you continue to perform in a satisfactory manner in your current position and any future position(s), and at the time of your separation you are not under investigation by the Company for conduct that would amount to

ITC Holdings Corp. – NINTH SUPPLEMENTAL INDENTURE between MICHIGAN ELECTRIC TRANSMISSION COMPANY, LLC and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. Trustee (January 15th, 2019)

NINTH SUPPLEMENTAL INDENTURE (this “NINTH SUPPLEMENTAL INDENTURE”), dated as of November 28, 2018, between MICHIGAN ELECTRIC TRANSMISSION COMPANY, LLC, a limited liability company organized and existing under the laws of the State of Michigan (herein called the “Company”), having its principal office at 27175 Energy Way, Novi, Michigan 48377, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (as successor to JPMorgan Chase Bank, N.A.), a national banking association organized under the laws of the United States, as trustee (herein called the “Trustee”), the office of the Trustee at which on the date hereof its corporate trust business is administered being 2 N. LaSalle, Suite 700, Chicago, Illinois 60602.

ITC Holdings Corp. – TENTH SUPPLEMENTAL INDENTURE TO FIRST MORTGAGE AND DEED OF TRUST ITC MIDWEST LLC TO THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as successor to THE BANK OF NEW YORK TRUST COMPANY, N.A. Trustee Dated as of September 28, 2018 Supplementing the First Mortgage and Deed of Trust dated as of January 14, 2008, as heretofore supplemented From ITC MIDWEST LLC to THE BANK OF NEW YORK TRUST COMPANY, N.A., Trustee THIS INSTRUMENT CONTAINS AFTER-ACQUIRED PROPERTY PROVISIONS Establishing a series of Securities designated 4.32% First Mortgage Bonds, Series I due 2051 (November 2nd, 2018)

TENTH SUPPLEMENTAL INDENTURE (this “TENTH SUPPLEMENTAL INDENTURE”), dated as of September, 28 2018, between ITC MIDWEST LLC, a limited liability company organized and existing under the laws of the State of Michigan (herein called the “Company”), having its principal office at 27175 Energy Way, Novi, Michigan  48377, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (as successor to The Bank of New York Trust Company, N.A.), a national banking association organized under the laws of the United States, as trustee (herein called the “Trustee”), the office of the Trustee at which on the date hereof its corporate trust business is principally administered being 2 N. LaSalle, Suite 700, Chicago, Illinois 60602.

ITC Holdings Corp. – SEVENTH SUPPLEMENTAL INDENTURE TO FIRST MORTGAGE AND DEED OF TRUST INTERNATIONAL TRANSMISSION COMPANY TO THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. Trustee (March 29th, 2018)

SEVENTH SUPPLEMENTAL INDENTURE (this “SEVENTH SUPPLEMENTAL INDENTURE”), dated as of March 14, 2018, between INTERNATIONAL TRANSMISSION COMPANY, a corporation organized and existing under the laws of the State of Michigan (herein called the “Company”), having its principal office at 27175 Energy Way, Novi, Michigan  48377, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (as successor to BNY MIDWEST TRUST COMPANY), a national banking association, as trustee (herein called the “Trustee”), the office of the Trustee at which on the date hereof its corporate trust business is administered being 2 N. LaSalle Street, Suite 700, Chicago, Illinois 60602.

ITC Holdings Corp. – FOURTH SUPPLEMENTAL INDENTURE Dated as of November 14, 2017 Supplemental to the Indenture dated as of April 18, 2013 (November 14th, 2017)

FOURTH SUPPLEMENTAL INDENTURE, dated as of November 14, 2017 (herein called the “Fourth Supplemental Indenture”), between ITC Holdings Corp., a corporation duly organized and existing under the laws of the State of Michigan (hereinafter called the “Company”), and Wells Fargo Bank, National Association, a national banking association, as Trustee under the Original Indenture referred to below (hereinafter called the “Trustee”).

ITC Holdings Corp. – REGISTRATION RIGHTS AGREEMENT Dated as of November 14, 2017 by and among ITC HOLDINGS CORP., on the one hand, and BARCLAYS CAPITAL INC., MORGAN STANLEY & CO. LLC, and WELLS FARGO SECURITIES, LLC, as Representatives of the Initial Purchasers, on the other hand (November 14th, 2017)

This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into on November 14, 2017, by and among ITC Holdings Corp., a corporation duly organized and existing under the laws of the State of Michigan (the “Issuer”), on the one hand, and Barclays Capital Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC, on their own behalf and as representatives (the “Representatives”) of each of the other Initial Purchasers named in Schedule A hereto (collectively, the “Initial Purchasers”), on the other hand.

ITC Holdings Corp. – ITC Holdings Corp. Announces Offering of Senior Notes Due 2022 and Senior Notes Due 2027 (November 9th, 2017)

NOVI, Mich., November 9, 2017 — ITC Holdings Corp. (“ITC”), a subsidiary of Fortis Inc.  (TSX/NYSE:FTS), today announced it has commenced a private offering of senior unsecured notes in two tranches of senior unsecured notes due 2022 (the “2022 notes”) and senior unsecured notes due 2027 (the “2027 notes” and, together with the 2022 notes, the “notes”).

ITC Holdings Corp. – ITC Holdings Corp. Announces Pricing of $500.0 Million Senior Notes Due 2022 and $500.0 Million Senior Notes Due 2027 (November 9th, 2017)

NOVI, Mich., November 9, 2017— ITC Holdings Corp. (“ITC”), a subsidiary of Fortis Inc.  (TSX/NYSE:FTS), today announced that it has priced a previously announced private offering of $500.0 million aggregate principal amount of its 2.700% senior unsecured notes due 2022 (the “2022 notes”) and $500.0 million aggregate principal amount of its 3.350% senior unsecured notes due 2027 (the “2027 notes” and, together with the 2022 notes, the “notes”).  The offering is expected to close on November 14, 2017, subject to the satisfaction of customary closing conditions.

ITC Holdings Corp. – Energy Infrastructure CONNECTING ITC Holdings Corp. Fixed Income Investor Meetings November 5, 6 and 7, 2017 Safe Harbor Language & Legal Disclosure This presentation is for your information only and is not intended to be distributed to or reviewed by anyone other than you. This presentation does not constitute an offer to sell or a solicitation of an offer to buy any securities. If ITC Holdings Corp. (“ITC”) were to conduct an offering of securities in the future, unless such securities are registered, they may be offered only in transactions that are exempt from registration under the Securi (November 3rd, 2017)
ITC Holdings Corp. – U.S. $100,000,000 REVOLVING CREDIT AGREEMENT (October 23rd, 2017)

REVOLVING CREDIT AGREEMENT, dated as of October 23, 2017, among MICHIGAN ELECTRIC TRANSMISSION COMPANY, LLC, a Michigan limited liability company (the “Borrower”), various financial institutions and other Persons from time to time parties hereto as lenders (each a “Lender” and, collectively, the “Lenders”) and JPMORGAN CHASE BANK, N.A. (“JPMCB”), as administrative agent (in such capacity, the “Administrative Agent”).

ITC Holdings Corp. – U.S. $75,000,000 REVOLVING CREDIT AGREEMENT (October 23rd, 2017)

REVOLVING CREDIT AGREEMENT, dated as of October 23, 2017, among ITC GREAT PLAINS, LLC, a Michigan limited liability company (the “Borrower”), various financial institutions and other Persons from time to time parties hereto as lenders (each a “Lender” and, collectively, the “Lenders”) and JPMORGAN CHASE BANK, N.A. (“JPMCB”), as administrative agent (in such capacity, the “Administrative Agent”).

ITC Holdings Corp. – U.S. $400,000,000 REVOLVING CREDIT AGREEMENT (October 23rd, 2017)

REVOLVING CREDIT AGREEMENT, dated as of October 23, 2017, among ITC HOLDINGS CORP., a Michigan corporation (the “Borrower”), various financial institutions and other Persons from time to time parties hereto as lenders (each a “Lender” and, collectively, the “Lenders”) and JPMORGAN CHASE BANK, N.A. (“JPMCB”), as administrative agent (in such capacity, the “Administrative Agent”).

ITC Holdings Corp. – U.S. $225,000,000 REVOLVING CREDIT AGREEMENT (October 23rd, 2017)

REVOLVING CREDIT AGREEMENT, dated as of October 23, 2017, among ITC MIDWEST LLC, a Michigan limited liability company (the “Borrower”), various financial institutions and other Persons from time to time parties hereto as lenders (each a “Lender” and, collectively, the “Lenders”) and JPMORGAN CHASE BANK, N.A. (“JPMCB”), as administrative agent (in such capacity, the “Administrative Agent”).

ITC Holdings Corp. – U.S. $100,000,000 REVOLVING CREDIT AGREEMENT (October 23rd, 2017)

REVOLVING CREDIT AGREEMENT, dated as of October 23, 2017, among INTERNATIONAL TRANSMISSION COMPANY, a Michigan corporation (the “Borrower”), various financial institutions and other Persons from time to time parties hereto as lenders (each a “Lender” and, collectively, the “Lenders”) and JPMORGAN CHASE BANK, N.A. (“JPMCB”), as administrative agent (in such capacity, the “Administrative Agent”).

ITC Holdings Corp. – Director Deferred Compensation Plan (Effective March 1, 2017) (July 28th, 2017)
ITC Holdings Corp. – AMENDMENT TO ITC HOLDINGS CORP. (July 28th, 2017)
ITC Holdings Corp. – SERVICE-BASED UNIT AWARD AGREEMENT (May 2nd, 2017)

THIS AGREEMENT (the “Agreement”) is made effective as of March 8, 2017 (the “Grant Date”), between ITC Holdings Corp., a Michigan corporation (the “Company”), and the individual whose name is set forth on the signature page hereof (the “Participant”). Capitalized terms used but not otherwise defined herein shall have the same meanings as in the 2017 Omnibus Plan, as may be amended from time to time (the “Plan”).

ITC Holdings Corp. – ITC HOLDINGS CORP. (May 2nd, 2017)
ITC Holdings Corp. – PERFORMANCE-BASED UNIT AWARD AGREEMENT (May 2nd, 2017)

THIS AGREEMENT (the “Agreement”) is made effective as of March 8, 2017 (the “Grant Date”) between ITC Holdings Corp., a Michigan corporation (the “Company”), and the individual whose name is set forth on the signature page hereof (the “Participant”). Capitalized terms used but not otherwise defined herein shall have the same meanings as in the 2017 Omnibus Plan, as may be amended from time to time (the “Plan”).

ITC Holdings Corp. – Summary of Annual Incentive Plan for Executive Officers (May 2nd, 2017)

The 2017 Omnibus Plan (the “Omnibus Plan”) permits the Governance and Human Resources Committee (“Committee”) to make cash-based incentive awards under Section 4.2 of the Omnibus Plan. Pursuant to this authority, the Committee has established the Annual Incentive Plan to provide for the payment of such awards pursuant to the Omnibus Plan to employees of ITC Holdings Corp. and its subsidiaries (the “Company”), including its executive officers. The following is a summary of the Annual Incentive Plan for executive officers.

ITC Holdings Corp. – NINTH SUPPLEMENTAL INDENTURE TO FIRST MORTGAGE AND DEED OF TRUST ITC MIDWEST LLC TO THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as successor to THE BANK OF NEW YORK TRUST COMPANY, N.A. Trustee Dated as of March 15, 2017 Supplementing the First Mortgage and Deed of Trust dated as of January 14, 2008, as heretofore supplemented From ITC MIDWEST LLC to THE BANK OF NEW YORK TRUST COMPANY, N.A., Trustee THIS INSTRUMENT CONTAINS AFTER-ACQUIRED PROPERTY PROVISIONS Establishing a series of Securities designated 4.16% First Mortgage Bonds, Series H due 2047 (April 18th, 2017)

NINTH SUPPLEMENTAL INDENTURE (this “NINTH SUPPLEMENTAL INDENTURE”), dated as of March 15, 2017, between ITC MIDWEST LLC, a limited liability company organized and existing under the laws of the State of Michigan (herein called the “Company”), having its principal office at 27175 Energy Way, Novi, Michigan  48377, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (as successor to The Bank of New York Trust Company, N.A.), a national banking association organized under the laws of the United States, as trustee (herein called the “Trustee”), the office of the Trustee at which on the date hereof its corporate trust business is principally administered being 2 N. LaSalle, Suite 1020, Chicago, Illinois 60602.

ITC Holdings Corp. – U.S. $200,000,000 TERM LOAN CREDIT AGREEMENT dated as of March 23, 2017 ITC HOLDINGS CORP., as the Borrower, VARIOUS FINANCIAL INSTITUTIONS AND OTHER PERSONS FROM TIME TO TIME PARTIES HERETO, as the Lenders, and JPMORGAN CHASE BANK, N.A., as the Administrative Agent JPMORGAN CHASE BANK, N.A., as Lead Arranger and Sole Bookrunner (March 27th, 2017)

TERM LOAN CREDIT AGREEMENT, dated as of March 23, 2017, among ITC HOLDINGS CORP., a Michigan corporation (the “Borrower”), various financial institutions and other Persons from time to time parties hereto as lenders (each a “Lender” and, collectively, the “Lenders”) and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”).

ITC Holdings Corp. – U.S. $50,000,000 TERM LOAN CREDIT AGREEMENT (March 27th, 2017)

TERM LOAN CREDIT AGREEMENT, dated as of March 23, 2017, among INTERNATIONAL TRANSMISSION COMPANY, a Michigan corporation (the “Borrower”), various financial institutions and other Persons from time to time parties hereto as lenders (each a “Lender” and, collectively, the “Lenders”) and PNC BANK, NATIONAL ASSOCIATION, as administrative agent (in such capacity, the “Administrative Agent”).

ITC Holdings Corp. – MANAGEMENT SUPPLEMENTAL BENEFIT PLAN (February 16th, 2017)

This Amendment is to the International Transmission Company Management Supplemental Benefit Plan (the “Plan”), established by International Transmission Company effective May 10, 2005 and as previously restated as of December 1, 2008, and is hereby adopted effective as of October 14, 2016 by ITC Holdings Corp. (“ITC”; as the successor to International Transmission Company), pursuant to the amendment power reserved in Section 11.c of the Plan.

ITC Holdings Corp. – March 16, 2016 Dear Gretchen Holloway: RE: ITC RETENTION AWARD (February 16th, 2017)

We greatly appreciate your dedication and contributions to ITC Holdings Corp. (the “Company”). In order to further recognize your contributions and encourage your ongoing retention both during and after the acquisition of the Company by Fortis, Inc. (“Parent”) pursuant to a merger agreement (the “Merger Agreement”) dated as of February 9, 2016 (the “Transaction”), we are providing you with the opportunity to earn a retention award. This Retention Award Letter (the “Award Letter”) sets forth the details of your award.

ITC Holdings Corp. – Letter Agreement (February 16th, 2017)

Reference is made to the Agreement and Plan of Merger (as amended or modified from time to time, the "Merger Agreement"), dated as of February 9, 2016, by and among FortisUS Inc., Element Acquisition Sub Inc., Fortis Inc., and ITC Holdings Corp. (the "Company") and your employment agreement, dated as of February 3, 2015, by and between you and the Company (the "Employment Agreement"). Unless specified herein, capitalized terms not defined herein shall have the meanings ascribed to such terms in the Merger Agreement.

ITC Holdings Corp. – EMPLOYMENT AGREEMENT Gretchen L. Holloway (February 16th, 2017)

This EMPLOYMENT AGREEMENT (the “Agreement”) is dated as of February 3, 2015 (the “Effective Date”) by and between ITC Holdings Corp. (the “Company”) and Gretchen L. Holloway (the “Executive”).

ITC Holdings Corp. – May 19, 2016 Dear Christine Mason-Soneral: RE: ITC RETENTION AWARD (February 16th, 2017)

We greatly appreciate your dedication and contributions to ITC Holdings Corp. (the “Company”). In order to further recognize your contributions and encourage your ongoing retention both during and after the acquisition of the Company by Fortis, Inc. (“Parent”) pursuant to a merger agreement (the “Merger Agreement”) dated as of February 9, 2016 (the “Transaction”), we are providing you with the opportunity to earn a retention award. This Retention Award Letter (the “Award Letter”) sets forth the details of your award.

ITC Holdings Corp. – Project G479B AMENDED AND RESTATED GENERATOR INTERCONNECTION AGREEMENT entered into by and between Michigan Electric Transmission Company, LLC and Consumers Energy Company and Midcontinent Independent System Operator, Inc. (November 4th, 2016)

THIS Amended AND RESTATED GENERATOR INTERCONNECTION AGREEMENT(the "Agreement") is made and entered into as of October 24, 2016 by and among Michigan Electric Transmission Company, LLC, a limited liability company with offices at 27175 Energy Way Novi, Michigan (herein referred to as “METC” or "Transmission Owner”), Consumers Energy Company, a Michigan corporation with offices at One Energy Plaza, Jackson, Michigan (herein referred to as “Consumers” or “Interconnection Customer”), and the Midcontinent Independent System Operator, Inc., formerly known as Midwest Independent Transmission System Operator, Inc., a non-profit, non-stock corporation organized and existing under the laws of the State of Delaware (herein referred to as “MISO” or “Transmission Provider”). Transmission Provider, Consumers and Transmission Owner each may be referred to individually as a "Party," or collectively as the "Parties." This Agreement amends, restates and replaces the October 1, 2015 Amendment and Rest

ITC Holdings Corp. – RESTATED ARTICLES OF INCORPORATION OF ITC HOLDINGS CORP. (October 14th, 2016)
ITC Holdings Corp. – EXECUTION VERSION (October 14th, 2016)

This letter agreement (this “Agreement”) is to confirm our understanding regarding your upcoming retirement as Chief Executive Officer of ITC Holdings Corp. (the “Company”). The Company looks forward to a mutually beneficial and smooth transition, and to that end, this Agreement sets forth the terms of your transition, provides you certain benefits and supersedes the Employment Agreement with the Company, dated December 21, 2012, as amended by the Letter Agreement between you and the Company, dated February 8, 2016 (the “Employment Agreement”) in its entirety.

ITC Holdings Corp. – Letter Agreement (October 14th, 2016)

Reference is made to the Agreement and Plan of Merger (as amended or modified from time to time, the “Merger Agreement”), dated as of February 9, 2016, by and among FortisUS Inc., Element Acquisition Sub Inc., Fortis Inc., and ITC Holdings Corp. (the “Company”) and your employment agreement, dated as of October 27, 2014, by and between you and the Company (the “Employment Agreement”). Unless specified herein, capitalized terms not defined herein shall have the meanings ascribed to such terms in the Merger Agreement.

ITC Holdings Corp. – SIXTH AMENDED & RESTATED BYLAWS OF ITC HOLDINGS CORP. (October 14th, 2016)

Reference is made to the Agreement and Plan of Merger (as assigned, the “Merger Agreement”) dated February 9, 2016 by and among FortisUS Inc. (“FortisUS”), a Delaware corporation, Fortis Inc., a corporation organized under the laws of Newfoundland and Labrador, Element Acquisition Sub Inc. (the “Merger Sub” and, until the Merger referenced below, the “Corporation”), a Michigan corporation, and ITC Holdings Corp. (“ITC”), a Michigan corporation, as assigned by that certain Assignment and Assumption Agreement, dated as of April 20, 2016, by and between FortisUS and ITC Investment Holdings Inc., a Michigan corporation, and pursuant to which Merger Sub will merge with and into ITC (the “Merger”).  Upon the effectiveness of the Merger, the separate corporate existence of Merger Sub will cease and ITC will be the surviving corporation in the Merger.  In accordance with the Merger Agreement, these bylaws (these “Bylaws”) thereupon will become the Bylaws of ITC, as the surviving corporation, w

ITC Holdings Corp. – EXECUTION VERSION (October 14th, 2016)

As we discussed, we are pleased to confirm your appointment as President and Chief Executive Officer of ITC Holdings Corp. (the “Company”), International Transmission Company and any of their subsidiaries and/or affiliates that the board of directors of the Company (the “Board”) designates (collectively, the “Employer”), effective as of November 1, 2016. In this regard, effective as of such date, this letter hereby amends and modifies your employment agreement, dated December 21, 2012 (the “Employment Agreement”), with the Company as follows:

ITC Holdings Corp. – May 23, 2016 Dear Linda Blair: RE: ITC RETENTION AWARD (July 28th, 2016)

We greatly appreciate your dedication and contributions to ITC Holdings Corp. (the “Company”). In order to further recognize your contributions and encourage your ongoing retention both during and after the acquisition of the Company by Fortis, Inc. (“Parent”) pursuant to a merger agreement (the “Merger Agreement”) dated as of February 9, 2016 (the “Transaction”), we are providing you with the opportunity to earn a retention award. This Retention Award Letter (the “Award Letter”) sets forth the details of your award.