ITC Itc Holdings Corp.

Item 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

Michigan Electric Transmission Company, LLC 2020 Term Loan Credit Agreement

On January 23, 2020 (the “Closing Date”), Michigan Electric Transmission Company, LLC (“METC”) entered into a Term Loan Credit Agreement (the “METC 2020 Term Loan Credit Agreement”) with the various financial institutions and other persons from time to time parties thereto as lenders (the “Lenders”), Toronto Dominion (Texas) LLC, as administrative agent for the Lenders and TD Securities (USA) LLC, as sole lead arranger and bookrunner. The METC 2020 Term Loan Credit Agreement establishes a $75,000,000 unguaranteed, unsecured term loan credit facility under which METC has borrowed the entire $75,000,000 on the Closing Date. Funds borrowed may be used for general corporate purposes of METC including the repayment of existing indebtedness. The METC 2020 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 METC to maintain a maximum debt to capitalization ratio of 65%. The METC 2020 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 METC 2020 Term Loan Credit Agreement is January 23, 2021. METC has the option to request one 366 day extension to the maturity date.

At METC’s option, loans under the METC 2020 Term Loan Credit Agreement will bear interest at a rate equal to LIBOR plus an applicable margin of 0.45% or at a base rate, which is defined as the higher of the prime rate at the administrative agent’s principal office in New York, New York, the Federal Reserve Bank of New York rate or 1% above LIBOR for a one month interest period on such day.

The foregoing description of the METC 2020 Term Loan Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the METC 2020 Term Loan Credit Agreement. A copy of the METC 2020 Term Loan Credit Agreement is attached hereto as Exhibit 10.199 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 METC and its affiliates for which they have in the past received, and may in the future receive, customary fees.