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ITC > SEC Filings for ITC > Form 8-K on 15-Jul-2013All Recent SEC Filings

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Form 8-K for ITC HOLDINGS CORP.


15-Jul-2013

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obl


Item 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

International Transmission Company 2013 Term Loan Credit Agreement

On July11, 2013, International Transmission Company ("ITCTransmission"), a wholly owned subsidiary of ITC Holdings Corp., entered into a Term Loan Credit Agreement (the "ITCTransmission 2013 Term Loan Credit Agreement") with the various financial institutions and other persons from time to time parties thereto as lenders (the "Lenders"), Barclays Bank PLC, as administrative agent for the Lenders, Barclays Bank PLC and Goldman Sachs Bank USA, as joint lead arrangers and joint bookrunners, and Goldman Sachs Bank USA, as syndication agent. The ITCTransmission 2013 Term Loan Credit Agreement establishes an unguaranteed, unsecured term loan credit facility under which ITCTransmission has borrowed $185,000,000. Funds borrowed will be used for the repayment of the 4.45% First Mortgage Bonds, Series A, due July 15, 2013 issued pursuant to the First Mortgage and Deed of Trust, dated as of July 15, 2003, between ITCTransmission and The Bank of New York Mellon Trust Company, N.A., as trustee thereunder, and to pay related fees and expenses. The ITCTransmission 2013 Term Loan Credit Agreement contains covenants that: (a) place limitations on liens; mergers, consolidations, liquidations and sales of all or substantially all assets; dividends; and sale leaseback transactions and (b) require ITCTransmission to maintain a maximum debt to capitalization ratio of 65%. The ITCTransmission 2013 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 ITCTransmission 2013 Term Loan Credit Agreement is July 14, 2014.

At ITCTransmission's option, loans under the ITCTransmission 2013 Term Loan Credit Agreement will bear interest at a rate equal to LIBOR plus an applicable margin of 100 bps or at a base rate, which is defined as the higher of the administrative agent's publicly announced prime rate, 0.5% above the federal funds rate and 1% above LIBOR for a one month interest period on such day, plus an applicable margin of 0.00%, in each case subject to adjustments based on rating.

The foregoing description of the ITCTransmission 2013 Term Loan Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the ITCTransmission 2013 Term Loan Credit Agreement. A copy of the ITCTransmission 2013 Term Loan Credit Agreement is attached hereto as Exhibit 10.119 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 ITCTransmission and its affiliates for which they have in the past received, and may in the future receive, customary fees.



Item 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.

The information set forth above under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.



Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

10.119 ITCTransmission 2013 Term Loan Credit Agreement dated as of July 11, 2013.


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