ITC HOLDINGS CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • June 30th, 2016 • 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 J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, 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 3.25% Notes due 2026 (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 Third Supplemental Indenture, dated as of July 5, 2016 (the “Third Supplemental Indenture” and, together with the Original Indenture, the “Indenture”).
