The foregoing description of the ITCTransmission Revolving Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the ITCTransmission Revolving Credit Agreement. A copy of the ITCTransmission Revolving Credit Agreement is attached hereto as Exhibit10.185 and incorporated herein by reference as though fully set forth herein.

Michigan Electric Transmission Company, LLC Revolving Credit Agreement

On October23, 2017, Michigan Electric Transmission Company, LLC (“METC”) entered into a Revolving Credit Agreement (the “METC Revolving Credit Agreement”) with the banks, financial institutions and other institutional lenders listed on the respective pagesthereof (the “Lenders”), JPMorgan Chase Bank, N.A., as administrative agent for the Lenders, JPMorgan Chase Bank, N.A., Barclays Bank PLC, Wells Fargo Securities, LLC, The Bank of Nova Scotia and Mizuho Bank,Ltd., as joint lead arrangers and joint bookrunners, Barclays Bank PLC and Wells Fargo Bank, National Association, as co-syndication agents and The Bank of Nova Scotia and Mizuho Bank,Ltd. as co-documentation agents. The METC Revolving Credit Agreement establishes an unguaranteed, unsecured revolving credit facility under which METC may borrow and issue letters of credit up to $100,000,000. Funds borrowed may be used for general corporate purposes of METC and its subsidiaries. The METC Revolving Credit Agreement contains covenants that: (a)place limitations on liens; and mergers, consolidations, liquidations and sales of all or substantially all assets; and (b)require METC to maintain a maximum debt to capitalization ratio of 65%. The METC Revolving Credit Agreement contains certain customary events of default for unsecured, unguaranteed revolving credit facilities, the occurrence of which would allow the Lenders to accelerate all outstanding loans and terminate all commitments to lend. The maturity date of the METC Revolving Credit Agreement is October21, 2022.

At METC’s option, loans under the METC Revolving Credit Agreement will bear interest at a rate equal to LIBOR plus an applicable margin of 1.00% 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, plus an applicable margin of 0.0%, in each case subject to adjustments based on rating.

The foregoing description of the METC Revolving Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the METC Revolving Credit Agreement. A copy of the METC Revolving Credit Agreement is attached hereto as Exhibit10.186 and incorporated herein by reference as though fully set forth herein.

ITC Midwest LLC Revolving Credit Agreement

On October23, 2017,ITC Midwest LLC (“ITC Midwest”) entered into a Revolving Credit Agreement (the “ITC Midwest Revolving Credit Agreement”) with the banks, financial institutions and other institutional lenders listed on the respective pagesthereof (the “Lenders”), JPMorgan Chase Bank, N.A., as administrative agent for the Lenders, JPMorgan Chase Bank, N.A., Barclays Bank PLC, Wells Fargo Securities, LLC, The Bank of Nova Scotia and Mizuho Bank,Ltd., as joint lead arrangers and joint bookrunners, Barclays Bank PLC and Wells Fargo Bank, National Association, as co-syndication agents and The Bank of Nova Scotia and Mizuho Bank,Ltd. as co-documentation agents. The ITC Midwest Revolving Credit Agreement establishes an unguaranteed, unsecured revolving credit facility under which ITC Midwest may borrow and issue letters of credit up to $225,000,000. Funds borrowed may be used for general corporate purposes of ITC Midwest and its subsidiaries. The ITC Midwest Revolving Credit Agreement contains covenants that: (a)place limitations on liens; and mergers, consolidations, liquidations and sales of all or substantially all assets; and (b)require ITC Midwest to maintain a maximum debt to capitalization ratio of 65%. The ITC Midwest Revolving Credit Agreement contains certain customary events of default for unsecured, unguaranteed revolving credit facilities, the occurrence of which would allow the Lenders to accelerate all outstanding loans and terminate all commitments to lend. The maturity date of the ITC Midwest Revolving Credit Agreement is October21, 2022.

At ITC Midwest’s option, loans under the ITC Midwest Revolving Credit Agreement will bear interest at a rate equal to LIBOR plus an applicable margin of 1.00% 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, plus an applicable margin of 0.0%, in each case subject to adjustments based on rating.

The foregoing description of the ITC Midwest Revolving Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the ITC Midwest Revolving Credit Agreement. A copy of the ITC Midwest Revolving Credit Agreement is attached hereto as Exhibit10.187 and incorporated herein by reference as though fully set forth herein.

ITC Great Plains, LLC Revolving Credit Agreement

On October23, 2017,ITC Great Plains, LLC (“ITC Great Plains”) entered into a Revolving Credit Agreement (the “ITC Great Plains Revolving Credit Agreement”) with the banks, financial institutions and other institutional lenders listed on the respective pagesthereof (the “Lenders”), JPMorgan Chase Bank, N.A., as administrative agent for the Lenders, JPMorgan Chase Bank, N.A., Barclays Bank PLC, Wells Fargo Securities, LLC, The Bank of Nova Scotia and Mizuho Bank,Ltd., as joint lead arrangers and joint bookrunners, Barclays Bank PLC and Wells Fargo Bank, National Association, as co-syndication agents and The Bank of Nova Scotia and Mizuho Bank,Ltd. as co-documentation agents. The ITC Great Plains Revolving Credit Agreement establishes an unguaranteed, unsecured revolving credit facility under which ITC Great Plains may borrow and issue letters of credit up to $75,000,000. Funds borrowed may be used for general corporate purposes of ITC Great Plains and its subsidiaries. The ITC Great Plains Revolving Credit Agreement contains covenants that: (a)place limitations on liens; and mergers, consolidations, liquidations and sales of all or substantially all assets; and (b)require ITC Great Plains to maintain a maximum debt to capitalization ratio of 65%. The ITC Great Plains Revolving Credit Agreement contains certain customary events of default for unsecured, unguaranteed revolving credit facilities, the occurrence of which would allow the Lenders to accelerate all outstanding loans and terminate all commitments to lend. The maturity date of the ITC Great Plains Revolving Credit Agreement is October21, 2022.

At ITC Great Plains’ option, loans under the ITC Great Plains Revolving Credit Agreement will bear interest at a rate equal to LIBOR plus an applicable margin of 1.00% 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, plus an applicable margin of 0.0%, in each case subject to adjustments based on rating.

The foregoing description of the ITC Great Plains Revolving Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the ITC Great Plains Revolving Credit Agreement. A copy of the ITC Great Plains Revolving Credit Agreement is attached hereto as Exhibit10.188 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 ITC Holdings Revolving Credit Agreement, the ITCTransmission Revolving Credit Agreement, the METC Revolving Credit Agreement, the ITC Midwest Revolving Credit Agreement and the 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.

Item 1.01 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.

Effective October23, 2017,ITC Holdings terminated the Revolving Credit Agreement, dated as of March28, 2014, among ITC Holdings, the banks, financial institutions and other institutional lenders listed on the respective pagesthereof, JPMorgan Chase Bank, N.A., as administrative agent, Barclays Bank PLC and Wells Fargo Bank, National Association, as co-syndication agents and J.P. Morgan Securities LLC, Barclays Bank PLC and Wells Fargo Securities, LLC, as joint lead arrangers and joint bookrunners.

Effective October23, 2017,ITCTransmission terminated the Revolving Credit Agreement, dated as of March28, 2014, among ITCTransmission, the banks, financial institutions and other institutional lenders listed on the respective pagesthereof, JPMorgan Chase Bank, N.A., as administrative agent, Barclays Bank PLC and Wells Fargo Bank, National Association, as co-syndication agents and J.P. Morgan Securities LLC, Barclays Bank PLC and Wells Fargo Securities, LLC, as joint lead arrangers and joint bookrunners.

Effective October23, 2017, METC terminated the Revolving Credit Agreement, dated as of March28, 2014, among METC, the banks, financial institutions and other institutional lenders listed on the respective pagesthereof, JPMorgan Chase Bank, N.A., as administrative agent, Barclays Bank PLC and Wells Fargo Bank, National

Association, as co-syndication agents and J.P. Morgan Securities LLC, Barclays Bank PLC and Wells Fargo Securities, LLC, as joint lead arrangers and joint bookrunners.

Effective October23, 2017,ITC Midwest terminated the Revolving Credit Agreement, dated as of March28, 2014, among ITC Midwest, the banks, financial institutions and other institutional lenders listed on the respective pagesthereof, JPMorgan Chase Bank, N.A., as administrative agent, Barclays Bank PLC and Wells Fargo Bank, National Association, as co-syndication agents and J.P. Morgan Securities LLC, Barclays Bank PLC and Wells Fargo Securities, LLC, as joint lead arrangers and joint bookrunners.

Effective October23, 2017,ITC Great Plains terminated the Revolving Credit Agreement, dated as of March28, 2014, among ITC Great Plains, the banks, financial institutions and other institutional lenders listed on the respective pagesthereof, JPMorgan Chase Bank, N.A., as administrative agent, Barclays Bank PLC and Wells Fargo Bank, National Association, as co-syndication agents and J.P. Morgan Securities LLC, Barclays Bank PLC and Wells Fargo Securities, LLC, as joint lead arrangers and joint bookrunners..

Item 1.01 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.

The information set forth above under Item 1.01 of this Current Report on Form8-K is incorporated herein by reference.

Item 1.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d)Exhibits.

ITC Holdings Corp. Exhibit
EX-10.184 2 a17-24281_1ex10d184.htm EX-10.184 Exhibit 10.184   U.S. $400,…
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About ITC HOLDINGS CORP. (NYSE:ITC)

ITC Holdings Corp. (ITC Holdings) is a holding company. The Company is engaged in owning, operating, maintaining and investing in transmission infrastructure. The Company’s business consists primarily of the electric transmission operations of its Regulated Operating Subsidiaries. Its Regulated Operating Subsidiaries include International Transmission Company (ITCTransmission), Michigan Electric Transmission Company, LLC (METC), ITC Midwest LLC (ITC Midwest). The operations performed by its Regulated Operating Subsidiaries fall into the various categories, such as asset planning; engineering, design and construction; maintenance, and real time operations. Its customers include investor-owned utilities, municipalities, cooperatives, power marketers and alternative energy suppliers. It owns and operates high-voltage systems in Michigan’s Lower Peninsula and portions of Iowa, Minnesota, Illinois, Missouri, Kansas and Oklahoma.