ITC HOLDINGS CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • May 29th, 2014 • 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 Barclays Capital Inc., Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC are acting as representatives (the “Representatives”), with respect to the sale by the Company and the purchase by the Underwriters of U.S.$400,000,000 aggregate principal amount of the Company’s 3.65% Senior Notes due 2024 (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 Second Supplemental Indenture, dated as of June 4, 2014 (the “Second Supplemental Indenture” and, together with the Original Indenture, the “Indenture”).
