ITC HOLDINGS CORP. (NYSE:ITC) Files An 8-K Entry into a Material Definitive Agreement

Item1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

ITC Holdings Corp. 2017 Term Loan Credit
Agreement

On March23, 2017,ITC Holdings Corp. (ITC Holdings) entered into a
Term Loan Credit Agreement (the ITC Holdings 2017 Term Loan
Credit Agreement) with the various financial institutions and
other persons from time to time parties thereto as lenders (the
Lenders), and JPMorgan Chase Bank, N.A., as administrative agent
for the Lenders and as lead arranger and sole bookrunner. As of
March23, 2017, JPMorgan Chase Bank, N.A. is the only Lender under
the ITC Holdings 2017 Term Loan Credit Agreement. The ITC
Holdings 2017 Term Loan Credit Agreement establishes an
unguaranteed, unsecured term loan credit facility under which ITC
Holdings has borrowed $200,000,000. Funds borrowed may be used
for general corporate purposes of ITC Holdings and its
subsidiaries. The ITC Holdings 2017 Term Loan 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 Holdings to maintain
a maximum debt to capitalization ratio of 75%. The ITC Holdings
2017 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 2017 Term Loan Credit Agreement is March24, 2018.

At ITC Holdings option, loans under the ITC Holdings 2017 Term
Loan Credit Agreement will bear interest at a rate equal to LIBOR
plus an applicable margin of 0.90%.

The foregoing description of the ITC Holdings 2017 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
2017 Term Loan Credit Agreement. A copy of the ITC Holdings 2017
Term Loan Credit Agreement is attached hereto as Exhibit10.01 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.

International Transmission Company 2017 Term Loan Credit
Agreement

On March23, 2017,International Transmission Company
(ITCTransmission) entered into a Term Loan Credit Agreement (the
ITCTransmission 2017 Term Loan Credit Agreement) with the various
financial institutions and other persons from time to time
parties thereto as lenders (the Lenders), and PNC Bank, National
Association, as administrative agent for the Lenders. As of
March23, 2017, PNC Bank, National Association is the only Lender
under the ITCTransmission 2017 Term Loan Credit Agreement. The
ITCTransmission 2017 Term Loan Credit Agreement establishes an
unguaranteed, unsecured term loan credit facility under which
ITCTransmission has borrowed $50,000,000. Funds borrowed may be
used for general corporate purposes of ITCTransmission and its
subsidiaries (including, without limitation, to finance capital
expenditures, investments, acquisitions and to repay
indebtedness). The ITCTransmission 2017 Term Loan 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 ITCTransmission to
maintain a maximum debt to capitalization ratio of 65%. The
ITCTransmission 2017 Term Loan 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 ITCTransmission
2017 Term Loan Credit Agreement is March23, 2019.

At ITCTransmissions option, loans under the ITCTransmission 2017
Term Loan Credit Agreement will bear interest at a rate equal to
LIBOR plus an applicable margin of 0.65%.

The foregoing description of the ITCTransmission 2017 Term Loan
Credit Agreement does not purport to be complete and is qualified
in its entirety by reference to the full text of the
ITCTransmission 2017 Term Loan Credit Agreement. A copy of the
ITCTransmission 2017 Term Loan Credit Agreement is attached
hereto as Exhibit10.02 and incorporated herein by reference as
though fully set forth herein.

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.

ITC HOLDINGS CORP. (NYSE:ITC) Recent Trading Information

ITC HOLDINGS CORP. (NYSE:ITC) closed its last trading session at 0.0000 with 31,080,598 shares trading hands.