0001193125-12-401807 Sample Contracts

GENERATOR INTERCONNECTION AGREEMENT (GIA)
Generator Interconnection • September 25th, 2012 • ITC Holdings Corp. • Electric services

THIS GENERATOR INTERCONNECTION AGREEMENT (“GIA”) is made and entered into this ____ day of ________ 20__, by and between [Entergy Operating Company], a _______________ organized and existing under the laws of the State/Commonwealth of ____________ (“Interconnection Customer” with a Generating Facility), and [ITC Operating Company], a [corporation] organized and existing under the laws of the State/Commonwealth of ____________ (“Transmission Owner” and “Transmission Operator”), and the Midwest Independent Transmission System Operator, Inc., a non-profit, non-stock corporation organized and existing under the laws of the State of Delaware (“Transmission Provider”). Interconnection Customer, Transmission Owner and Transmission Provider each may be referred to as a “Party,” or collectively as the “Parties.”

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FORM OF DISTRIBUTION-TRANSMISSION INTERCONNECTION AGREEMENT by and between [ITC HOLDINGS CORP.] as Transmission Owner and [ENTERGY UTILITY OPCO]1 as Local Distribution Company Dated as of
Interconnection Agreement • September 25th, 2012 • ITC Holdings Corp. • Electric services

This Distribution-Transmission Interconnection Agreement (“Agreement”) is entered into as of the day of , 20 by and between [Entergy Utility OpCo], a (“Local Distribution Company”), having a place of business at and [ITC], a (“Transmission Owner”). Transmission Owner and Local Distribution Company are individually referred to herein as a “Party” and collectively as “Parties.”

FORM OF REGISTRATION RIGHTS AGREEMENT by and among ENTERGY CORPORATION, ITC HOLDINGS CORP. and The Goldman Sachs Trust Company of Delaware, as Trustee Dated as of
Registration Rights Agreement • September 25th, 2012 • ITC Holdings Corp. • Electric services • Delaware

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], by and among Entergy Corporation, a Delaware corporation (“Entergy”), ITC Holdings Corp., a Michigan corporation (the “Company”) and The Goldman Sachs Trust Company of Delaware, as trustee (the “Trustee”).1

FORM OF TRUST AGREEMENT
Form of Trust Agreement • September 25th, 2012 • ITC Holdings Corp. • Electric services • Delaware

TRUST AGREEMENT, dated as of [ ]1, (this “Agreement”) by and among Entergy Corporation, a Delaware corporation (“Grantor”), ITC Holdings Corp., a Michigan corporation (“ITC”), Mid South TransCo LLC, a Delaware limited liability company (“TransCo”), and The Goldman Sachs Trust Company of Delaware, as trustee (the “Trustee”).

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