ITC Itc Holdings Corp.

Item 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

ITC Holdings Corp. 2019 Term Loan Credit Agreement

On June 12, 2019 (the “Closing Date”), ITC Holdings Corp. (“ITC Holdings”) entered into a Term Loan Credit Agreement (the “ITC Holdings 2019 Term Loan Credit Agreement”) with the various financial institutions and other persons from time to time parties thereto as lenders (the “Lenders”), Toronto-Dominion (Texas) LLC, as administrative agent for the Lenders, Mizuho Bank, Ltd. and TD Securities (USA) LLC, as joint lead arrangers and joint bookrunners and Mizuho Bank, Ltd., as syndication agent. The ITC Holdings 2019 Term Loan Credit Agreement establishes a $400,000,000 unguaranteed, unsecured delayed draw term loan credit facility under which ITC Holdings has borrowed $200,000,000 on the Closing Date and may borrow up to an additional $200,000,000 within 9 months after the Closing Date. Funds borrowed may be used for general corporate purposes of ITC Holdings and its subsidiaries. The ITC Holdings 2019 Term Loan Credit Agreement contains covenants that: (a) place limitations on liens; and mergers, consolidations, liquidations and sales of all or substantially all assets;  (b) require ITC Holdings to maintain a maximum debt to capitalization ratio of 80% and (c) require ITC Holdings to not permit the FFO Ratio to be less than 9.0%. The ITC Holdings 2019 Term Loan Credit Agreement contains certain customary events of default for unsecured, unguaranteed term loan credit facilities, the occurrence of which would allow the Lenders to accelerate all outstanding loans. The maturity date of the ITC Holdings 2019 Term Loan Credit Agreement is June 11, 2021.

At ITC Holdings’ option, loans under the ITC Holdings 2019 Term Loan Credit Agreement will bear interest at a rate equal to LIBOR plus an applicable margin of 0.60% or at a base rate, which is defined as the higher of the prime rate at the administrative agent’s principal office in New York, New York, the Federal Reserve Bank of New York rate or 1% above LIBOR for a one month interest period on such day.

ITC Holdings agrees to pay to the Lenders a ticking fee equal to the daily aggregate unused amount of the commitments multiplied by 0.125% per annum accruing during the period commencing 30 days after the Closing Date and ending on the earlier of March 12, 2020 and the date of termination of any unused commitments.

The foregoing description of the ITC Holdings 2019 Term Loan Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the ITC Holdings 2019 Term Loan Credit Agreement. A copy of the ITC Holdings 2019 Term Loan Credit Agreement is attached hereto as Exhibit 10.01 and incorporated herein by reference as though fully set forth herein.

In the ordinary course of their respective businesses, certain of the Lenders and their respective affiliates have engaged, and may in the future engage, in commercial banking and/or investment banking transactions with ITC Holdings and its affiliates for which they have in the past received, and may in the future receive, customary fees.