0001104659-16-158825 Sample Contracts

Exchange and Registration Rights Agreement
Exchange and Registration Rights Agreement • November 23rd, 2016 • Fortis Inc. • Electric services • New York

Fortis Inc., a corporation existing under the Corporations Act of Newfoundland and Labrador, Canada (the “Company”), proposes to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) $2,000,000,000 in aggregate principal amount of its 2.100% Notes due 2021 and 3.055% Notes due 2026. As an inducement to the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Company agrees with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:

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Shareholders’ Agreement by and among ITC Investment Holdings Inc., ITC Holdings Corp., FortisUS Inc., Eiffel Investment Pte Ltd, and any other Person that becomes a Shareholder pursuant hereto
Shareholders’ Agreement • November 23rd, 2016 • Fortis Inc. • Electric services • New York

This SHAREHOLDERS’ AGREEMENT (this “Agreement”) is dated as of October 14, 2016, by and among ITC Investment Holdings Inc., a Michigan corporation (“ITC Investments”), ITC Holdings Corp., a Michigan corporation (“ITC”), FortisUS Inc., a Delaware corporation (“FortisUS”), Eiffel Investment Pte Ltd, a Singapore private limited company (“Investor”), and any other Person that becomes a Shareholder pursuant hereto.

SIXTH AMENDING AGREEMENT RE: SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • November 23rd, 2016 • Fortis Inc. • Electric services • Ontario

(herein, in their capacities as lenders to the Borrower, collectively called the “Lenders” and individually called a “Lender”)

FIFTH AMENDING AGREEMENT RE: SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • November 23rd, 2016 • Fortis Inc. • Electric services • Ontario

(herein, in their capacities as lenders to the Borrower, collectively called the “Lenders” and individually called a “Lender”)

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