Item 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
Amendment and Restatement of ITC Holdings Corp. Revolving
Credit Agreement
On January 10, 2020, ITC Holdings Corp. (“ITC Holdings”)
entered into an amendment to its Revolving Credit Agreement dated as of October 23, 2017 (as amended prior to the date of this
Report, the “ITC Holdings Revolving Credit Agreement”) pursuant to an Amendment and Restatement Agreement (the “ITC
Holdings Amendment and Restatement Agreement”) dated as of January 10, 2020 with the banks, financial institutions and other
institutional lenders listed on the respective signature pages thereof (the “Lenders”), Wells Fargo Bank, National
Association, in its capacity as successor administrative agent (the “Administrative Agent”) and JPMorgan Chase Bank,
N.A., in its capacity as resigning administrative agent. Pursuant to the ITC Holdings Amendment and Restatement Agreement, the
ITC Holdings Revolving Credit Agreement was amended and restated in the form attached as Exhibit A thereto (the “Amended
and Restated ITC Holdings Revolving Credit Agreement”).
Under the ITC Holdings Amendment and Restatement Agreement,
JPMorgan Chase Bank, N.A., as the existing administrative agent under the ITC Holdings Revolving Credit Agreement resigned its
role as administrative agent and Wells Fargo Bank, National Association was appointed as successor administrative agent for the
Lenders. After giving effect to the ITC Holdings Amendment and Restatement Agreement, the maturity date of the Amended and Restated
ITC Holdings Revolving Credit Agreement is extended by one year from October 21, 2022 to October 20, 2023. In addition, Wells Fargo
Bank, National Association, will provide a swingline facility with a sublimit equal to $40 million, being 10% of the total revolving
commitments under the Amended and Restated ITC Holdings Revolving Credit Agreement.
The foregoing description of the Amended and Restated ITC Holdings
Revolving Credit Agreement does not purport to be complete or describe all amendments made pursuant to the ITC Holdings Amendment
and Restatement Agreement and is qualified in its entirety by reference to the full text of the ITC Holdings Amendment and Restatement
Agreement and the Amended and Restated ITC Holdings Revolving Credit Agreement. A copy of the ITC Holdings Amendment and Restatement
Agreement and the Amended and Restated ITC Holdings Revolving Credit Agreement is attached hereto as Exhibit 10.194 and incorporated
herein by reference as though fully set forth herein.
Amendment and Restatement of International Transmission Company
Revolving Credit Agreement
On January 10, 2020 International Transmission Company (“ITCTransmission”)
entered into an amendment to its Revolving Credit Agreement dated as of October 23, 2017 (as amended prior to the date of this
Report, the “ITCTransmission Revolving Credit Agreement”) pursuant to an Amendment and Restatement Agreement (the “ITCTransmission
Amendment and Restatement Agreement”) dated as of January 10, 2020 with the banks, financial institutions and other institutional
lenders listed on the respective signature pages thereof (the “Lenders”), Wells Fargo Bank, National Association, in
its capacity as successor administrative agent (the “Administrative Agent”) and JPMorgan Chase Bank, N.A., in its capacity
as resigning administrative agent. Pursuant to the ITCTransmission Amendment and Restatement Agreement, the ITCTransmission Revolving
Credit Agreement was amended and restated in the form attached as Exhibit A thereto (the “Amended and Restated ITCTransmission
Revolving Credit Agreement”).
Under the ITCTransmission as the existing administrative agent
under the ITCTransmission Revolving Credit Agreement resigned its role as administrative agent and Wells Fargo Bank, National Association
was appointed as successor administrative agent for the Lenders. After giving effect to the ITCTransmission Amendment and Restatement
Agreement, the maturity date of the Amended and Restated ITCTransmission Revolving Credit Agreement is extended by one year from
October 21, 2022 to October 20, 2023. In addition, Wells Fargo Bank, National Association, will provide a swingline facility with
a sublimit equal to $10 million, being 10% of the total revolving commitments under the Amended and Restated ITCTransmission Revolving
Credit Agreement.
The foregoing description of the Amended and Restated ITCTransmission
Revolving Credit Agreement does not purport to be complete or describe all amendments made pursuant to the ITCTransmission Amendment
and Restatement Agreement and is qualified in its entirety by reference to the full text of the ITCTransmission Amendment and Restatement
Agreement and the Amended and Restated ITCTransmission Revolving Credit Agreement. A copy of the ITCTransmission Amendment and
Restatement Agreement and the Amended and Restated ITCTransmission Revolving Credit Agreement is attached hereto as Exhibit 10.195
and incorporated herein by reference as though fully set forth herein.
Amendment and Restatement of Michigan Electric Transmission
Company, LLC Revolving Credit Agreement
On January 10, 2020, Michigan Electric Transmission Company,
LLC (“METC”) entered into an amendment to its Revolving Credit Agreement dated as of October 23, 2017 (as amended prior
to the date of this Report, the “METC Revolving Credit Agreement”) pursuant to an Amendment and Restatement Agreement
(the “METC Amendment and Restatement Agreement”) dated as of January 10, 2020 with the banks, financial institutions
and other institutional lenders listed on the respective signature pages thereof (the “Lenders”), Wells Fargo Bank,
National Association, in its capacity as successor administrative agent (the “Administrative Agent”) and JPMorgan Chase
Bank, N.A., in its capacity as resigning administrative agent. Pursuant to the METC Amendment and Restatement Agreement, the METC
Revolving Credit Agreement was amended and restated in the form attached as Exhibit A thereto (the “Amended and Restated
METC Revolving Credit Agreement”).
Under the METC Amendment and Restatement Agreement, JPMorgan
Chase Bank, N.A., as the existing administrative agent under the METC Revolving Credit Agreement resigned its role as administrative
agent and Wells Fargo Bank, National Association was appointed as successor administrative agent for the Lenders. After giving
effect to the METC Amendment and Restatement Agreement, the maturity date of the Amended and Restated METC Revolving Credit Agreement
is extended by one year from October 21, 2022 to October 20, 2023. In addition, Wells Fargo Bank, National Association, will provide
a swingline facility with a sublimit equal to $10 million, being 10% of the total revolving commitments under the Amended and Restated
METC Revolving Credit Agreement.
The foregoing description of the Amended and Restated METC Revolving
Credit Agreement does not purport to be complete or describe all amendments made pursuant to the METC Amendment and Restatement
Agreement and is qualified in its entirety by reference to the full text of the METC Amendment and Restatement Agreement and the
Amended and Restated METC Revolving Credit Agreement. A copy of the METC Amendment and Restatement Agreement and the Amended and
Restated METC Revolving Credit Agreement is attached hereto as Exhibit 10.196 and incorporated herein by reference as though
fully set forth herein.
Amendment and Restatement of ITC Midwest LLC Revolving Credit
Agreement
On January 10, 2020, ITC Midwest LLC (“ITC Midwest”)
entered into an amendment to its Revolving Credit Agreement dated as of October 23, 2017 (as amended prior to the date of this
Report, the “ITC Midwest Revolving Credit Agreement”) pursuant to an Amendment and Restatement Agreement (the “ITC
Midwest Amendment and Restatement Agreement”) dated as of January 10, 2020 with the banks, financial institutions and other
institutional lenders listed on the respective signature pages thereof (the “Lenders”), Wells Fargo Bank, National
Association, in its capacity as successor administrative agent (the “Administrative Agent”) and JPMorgan Chase Bank,
N.A., in its capacity as resigning administrative agent. Pursuant to the ITC Midwest Amendment and Restatement Agreement, the ITC
Midwest Revolving Credit Agreement was amended and restated in the form attached as Exhibit A thereto (the “Amended and Restated
ITC Midwest Revolving Credit Agreement”).
Under the ITC Midwest Amendment and Restatement Agreement, JPMorgan
Chase Bank, N.A., as the existing administrative agent under the ITC Midwest Revolving Credit Agreement resigned its role as administrative
agent and Wells Fargo Bank, National Association was appointed as successor administrative agent for the Lenders. After giving
effect to the ITC Midwest Amendment and Restatement Agreement, the maturity date of the Amended and Restated ITC Midwest Revolving
Credit Agreement is extended by one year from October 21, 2022 to October 20, 2023. In addition, Wells Fargo Bank, National Association,
will provide a swingline facility with a sublimit equal to $22.5 million, being 10% of the total revolving commitments under the
Amended and Restated ITC Midwest Revolving Credit Agreement.
The foregoing description of the Amended and Restated ITC Midwest
Revolving Credit Agreement does not purport to be complete or describe all amendments made pursuant to the ITC Midwest Amendment
and Restatement Agreement and is qualified in its entirety by reference to the full text of the ITC Midwest Amendment and Restatement
Agreement and the Amended and Restated ITC Midwest Revolving Credit Agreement. A copy of the ITC Midwest Amendment and Restatement
Agreement and the Amended and Restated ITC Midwest Revolving Credit Agreement is attached hereto as Exhibit 10.197 and incorporated
herein by reference as though fully set forth herein.
Amendment and Restatement of ITC Great Plains, LLC Revolving
Credit Agreement
On January 10, 2020, ITC Great Plains, LLC (“ITC Great
Plains”) entered into an amendment to its Revolving Credit Agreement dated as of October 23, 2017 (as amended prior to the
date of this Report, the “ITC Great Plains Revolving Credit Agreement”) pursuant to an Amendment and Restatement Agreement
(the “ITC Great Plains Amendment and Restatement Agreement”) dated as of January 10, 2020 with the banks, financial
institutions and other institutional lenders listed on the respective signature pages thereof (the “Lenders”), Wells
Fargo Bank, National Association, in its capacity as successor administrative agent (the “Administrative Agent”) and
JPMorgan Chase Bank, N.A., in its capacity as resigning administrative agent. Pursuant to the ITC Great Plains Amendment and Restatement
Agreement, the ITC Great Plains Revolving Credit Agreement was amended and restated in the form attached as Exhibit A thereto (the
“Amended and Restated ITC Great Plains Revolving Credit Agreement”).
Under the ITC Great Plains Amendment and Restatement Agreement,
JPMorgan Chase Bank, N.A., as the existing administrative agent under the ITC Great Plains Revolving Credit Agreement resigned
its role as administrative agent and Wells Fargo Bank, National Association was appointed as successor administrative agent for
the Lenders. After giving effect to the ITC Great Plains Amendment and Restatement Agreement, the maturity date of the Amended
and Restated ITC Great Plains Revolving Credit Agreement is extended by one year from October 21, 2022 to October 20, 2023. In
addition, Wells Fargo Bank, National Association, will provide a swingline facility with a sublimit equal to $7.5 million, being
10% of the total revolving commitments under the Amended and Restated ITC Great Plains Revolving Credit Agreement.
The foregoing description of the Amended and Restated ITC Great
Plains Revolving Credit Agreement does not purport to be complete or describe all amendments made pursuant to the ITC Great Plains
Amendment and Restatement Agreement and is qualified in its entirety by reference to the full text of the ITC Great Plains Amendment
and Restatement Agreement and the Amended and Restated ITC Great Plains Revolving Credit Agreement. A copy of the ITC Great Plains
Amendment and Restatement Agreement and the Amended and Restated ITC Great Plains Revolving Credit Agreement is attached hereto
as Exhibit 10.198 and incorporated herein by reference as though fully set forth herein.
In the ordinary course of their respective businesses, certain
of the Lenders under the Amended and Restated ITC Holdings Revolving Credit Agreement, the Amended and Restated ITCTransmission
Revolving Credit Agreement, the Amended and Restated METC Revolving Credit Agreement, the Amended and Restated ITC Midwest Revolving
Credit Agreement and the Amended and Restated ITC Great Plains Revolving Credit Agreement 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.