ITC HOLDINGS CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • July 1st, 2013 • ITC Holdings Corp. • Electric services • New York
ITC Holdings Corp., a Michigan corporation (the “Company”), confirms its agreement (this “Agreement”) with the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom Morgan Stanley & Co. LLC (“Morgan Stanley”), Credit Suisse Securities (USA) LLC (“Credit Suisse”), Deutsche Bank Securities Inc. (“Deutsche Bank”) and Wells Fargo Securities, LLC (“Wells Fargo”) are acting as representatives (the “Representatives”), with respect to the sale by the Company and the purchase by the Underwriters of U.S.$250,000,000 aggregate principal amount of the Company’s 4.05% Senior Notes due 2023 (the “2023 Notes”) and U.S.$300,000,000 aggregate principal amount of the Company’s 5.30% Senior Notes due 2043 (the “2043 Notes” and, together with the 2023 Notes, the “Offered Securities”) to be issued under an indenture (the “Original Indenture”), dated as of April 18, 2013, between the Company and Wells Fargo Bank, National Association, as Trustee, as supplemented by the First Supple
