Exhibit 10.85
 EXECUTION COUNTERPART
 TERM LOAN AGREEMENT,
 dated as of April 29, 2009,
 ITC HOLDINGS CORP.,
as the Borrower,
 VARIOUS FINANCIAL INSTITUTIONS AND OTHER
PERSONS FROM TIME TO TIME PARTIES HERETO,
as the Lenders,
 JPMORGAN CHASE BANK, N.A.
as the Administrative Agent,
 J.P. MORGAN SECURITIES INC.
as Sole Lead Arranger and Sole Bookrunner,
 PNC BANK, NATIONAL ASSOCIATION
as Syndication Agent




---



##### 



ARTICLE 1 DEFINITIONS
    
    
    51.1 Defined Terms
    
    
    51.2 Accounting Terms; GAAP
    
    
    16ARTICLE 2 AMOUNT AND TERMS OF CREDIT
    
    
    172.1 Commitments
    
    
    172.2 Maximum Number of Borrowings, LIBOR Periods
    
    
    172.3 Notice of Borrowing
    
    
    172.4 Disbursement of Funds
    
    
    182.5 Repayment of Loans; Evidence of Debt
    
    
    182.6 Changes in Type of Loan
    
    
    192.7 Pro Rata Borrowings
    
    
    202.8 Interest and Fees
    
    
    202.9 LIBOR Periods
    
    
    212.10
Increased Costs, Illegality, etc.
    
    
    222.11 Compensation
    
    
    242.12 Change of Lending Office
    
    
    242.13 Notice of Certain Costs
    
    
    24ARTICLE 3 FEES
    
    
    253.1 Administrative Agent Fees
    
    
    253.2 Other Agreed Fees
    
    
    25ARTICLE 4 PAYMENTS
    
    
    254.1 Prepayments
    
    
    254.2 Method and Place of Payment
    
    
    254.3 Net Payments
    
    
    264.4 Computations of Interest
    
    
    29ARTICLE 5 CONDITIONS PRECEDENT
    
    
    29ARTICLE 6 REPRESENTATIONS AND WARRANTIES
    
    
    306.1 Organizational Status
    
    
    306.2 Capacity, Power and Authority
    
    
    316.3 No Violation
    
    
    316.4 Litigation
    
    
    316.5 Governmental Approvals
    
    
    316.6 True and Complete Disclosure
    
    
    32
 i




---



##### 



6.7 Financial Condition; Financial Statements
    
    
    326.8 Tax Returns and Payments
    
    
    326.9 Environmental Matters
    
    
    336.10 Properties
    
    
    336.11 Pension and Welfare Plans
    
    
    336.12 Regulations U and X
    
    
    336.13 Investment Company Act
    
    
    336.14 No Material Adverse Change
    
    
    346.15 Deemed Repetition of Representations and Warranties
    
    
    34ARTICLE 7 AFFIRMATIVE COVENANTS
    
    
    347.1 Information Covenants
    
    
    347.2 Books, Record and Inspections
    
    
    367.3 Maintenance of Insurance
    
    
    377.4 Payment of Taxes
    
    
    377.5 Organizational Existence
    
    
    377.6
Compliance with Statutes, Obligations, etc.
    
    
    377.7 Good Repair
    
    
    377.8 Transactions with Affiliates
    
    
    387.9 End of Fiscal Years; Fiscal Quarters
    
    
    387.10 Use of Proceeds
    
    
    387.11 Changes in Business
    
    
    38ARTICLE 8 NEGATIVE COVENANTS
    
    
    388.1 Limitation on Liens
    
    
    398.2 Limitation on Fundamental Changes
    
    
    408.3 Limitation on Dividends
    
    
    418.4 Debt to Capitalization Ratio
    
    
    418.5 Limitation on Sale-Lease Back Transactions
    
    
    41ARTICLE 9 EVENTS OF DEFAULT
    
    
    429.1 Payments
    
    
    429.2
Representations, etc.
    
    
    429.3 Covenants
    
    
    429.4 Default Under Other Agreements
    
    
    429.5
Bankruptcy, etc.
    
    
    43
 ii




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##### 



9.6 Non-ownership of Material Subsidiaries
    
    
    439.7 Judgments
    
    
    439.8 Change of Ownership
    
    
    449.9 Pension Plans
    
    
    449.10 Remedies
    
    
    449.11 Remedies Cumulative
    
    
    44ARTICLE 10 THE ADMINISTRATIVE AGENT
    
    
    45ARTICLE 11 MISCELLANEOUS
    
    
    4711.1 Amendments and Waivers
    
    
    4711.2 Notices
    
    
    4711.3 No Waiver; Cumulative Remedies
    
    
    4911.4 Survival of Representations and Warranties
    
    
    4911.5 Payment of Expenses and Taxes
    
    
    4911.6 Successors and Assigns; Participations and Assignments
    
    
    5111.7 Replacements of Lenders under Certain Circumstances
    
    
    5311.8 Set-off, Etc.
    
    
    5411.9 Marshalling; Payments Set Aside
    
    
    5511.10 Counterparts
    
    
    5511.11 Severability
    
    
    5511.12 Integration
    
    
    5511.13 Governing Law
    
    
    5611.14 Submission to Jurisdiction; Waivers
    
    
    5611.15 Acknowledgements
    
    
    5611.16 Waivers of Jury Trial
    
    
    5711.17 Confidentiality
    
    
    5711.18 Treatment of Loans
    
    
    5711.19 USA PATRIOT Act
    
    
    58
 iii




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##### 



SCHEDULES:Schedule I
    
    CommitmentsSchedule II
    
    Environmental MattersSchedule III
    
    Pension and Welfare MattersSchedule IV
    
    Outstanding Liens on Closing DateEXHIBITS:Exhibit A
    
    Form of Notice of BorrowingExhibit B
    
    Form of Notice of ContinuationExhibit C
    
    Form of Closing CertificateExhibit D
    
    Form of Compliance Certificate
 iv




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##### 



TERM LOAN AGREEMENT, Borrower), Lender Lenders) (JPMCB), Administrative Agent).
  ARTICLE 1
DEFINITIONS
  1.1 Defined Terms.
 ABR Relevant
LIBOR Rate provided
 ABR Loan
 Administrative Agent
 Administrative Questionnaire
 Affiliate
 5




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##### 



Agreement
 Applicable Margin
 Applicable MarginBorrowers Debt
    
    LIBORRating:
    
    Loan
    
    ABR LoanCategory 1
BBB+/Baal or higher
    
    
    2.50
    %
    
    
    1.50
    %Category 2
BBB/Baa2
    
    
    3.00
    %
    
    
    2.00
    %Category 3
BBB-/Baa3
    
    
    3.50
    %
    
    
    2.50
    %Category 4
BB+/Bal or lower
    
    
    4.00
    %
    
    
    3.00
    %
  - 6 -




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##### 



Approved Fund
 Arranger
 Assignee
 Assignment and Acceptance
 Assignment Effective Date
 Attributable Value
 Authorized Officer
 Bankruptcy Code
 Borrower
 Borrowing
 Business
 Business Day
 - 7 -




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##### 



Capital
Lease
 Capital Stock
 Capitalized Lease Obligations
 Change of Ownership New Members
 Closing Date
 Code
 Commitment
 Commitment Percentage
 - 8 -




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##### 



Compliance Certificate
 Confidential Information
 Consolidated Capitalization
 Control,
Controls Controlled,
 Controlled Group
 Debt to Capitalization Ratio
 Default
 Defaulting Lender
 Dollars $
 Environmental Claims Claims
 Environmental Law
 - 9 -




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##### 



ERISA
 Event of Default
 Federal Funds Effective Rate
 Fees
 Finance Parties
 F.R.S. Board
 GAAP
 Governmental Authority
 Guarantee Obligations primary obligor)
 - 10 -




---



##### 



Hazardous Material
 Hostile Take-Over Bid
 including include
 Indebtedness
 ITC
 ITC First Mortgage Indenture
 - 11 -




---



##### 



ITC Midwest
 ITC Midwest First Mortgage Indenture
 Lender Lenders
 Lender Default
 LIBOR provided
 LIBOR Loan
 LIBOR Period
 Lien
 Loan
 Material Adverse Effect
 - 12 -




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##### 



Material Subsidiary
    Maturity Date
 METC
 METC First Mortgage Indenture
 Minimum Borrowing Amount
 Moodys
 Net Tangible Assets
 Non-U.S. Lender
 Notice of Borrowing
 Notice of Continuation
 - 13 -




---



##### 



Organic Document
 Participant
 Pension Plan
 Permitted Liens
 Person
 - 14 -




---



##### 



Real Estate
 Register
 Related Parties
 Required Lenders
 Requirement of Law
 Sale and Leaseback Transaction
 S&P
 Securities Act
 Subsidiary
 Successor Borrower
 Taxes
 Test Period
 - 15 -




---



##### 



Total Capitalization
 Total Debt minus
 Transactions
 Type
 United
States US
 Voting Stock
 Welfare Plan
 1.2
Accounting Terms; GAAP
 provided
 - 16 -




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##### 



ARTICLE 2
AMOUNT AND TERMS OF CREDIT
 2.1
Commitments
 Loan Loans)
  2.2
Maximum Number of Borrowings, LIBOR Periods
  2.3
Notice of Borrowing
 
 - 17 -




---



##### 



2.4
Disbursement of Funds
 pro rata
   2.5
Repayment of Loans; Evidence of Debt
  - 18 -




---



##### 



2.6
Changes in Type of Loan
  - 19 -




---



##### 



Notice of Continuation)
   2.7 Pro Rata Borrowings.
 pro rata
 2.8 Interest and Fees.
    - 20 -




---



##### 



2.9 LIBOR Periods.
    - 21 -




---



##### 



2.10 Increased Costs, Illegality, etc.
      - 22 -




---



##### 



- 23 -




---



##### 



2.11 Compensation.
  2.12 Change of Lending Office.
  2.13 Notice of Certain Costs.
  - 24 -




---



##### 



ARTICLE 3
FEES
 3.1 Administrative Agent Fees.
  3.2 Other Agreed Fees.
  ARTICLE 4
PAYMENTS
 4.1 Prepayments.
  4.2 Method and Place of Payment.
  - 25 -




---



##### 



4.3 Net Payments.
 Taxes
   - 26 -




---



##### 



- 27 -




---



##### 



- 28 -




---



##### 



4.4 Computations of Interest.
     ARTICLE 5
CONDITIONS PRECEDENT
  Credit Agreement.
 Closing Certificate.
 Proceedings of the Borrower.
 Organic Documents.
 - 29 -




---



##### 



Fees and Expenses.
 Legal Opinions.
 No Default; Representations and Warranties True and Correct.
 Notice of Borrowing.
 ARTICLE 6
REPRESENTATIONS AND WARRANTIES
  6.1 Organizational Status.
  - 30 -




---



##### 



6.2 Capacity, Power and Authority.
  6.3 No Violation.
  6.4 Litigation.
  6.5 Governmental Approvals.
  - 31 -




---



##### 



6.6 True and Complete Disclosure.
    6.7 Financial Condition; Financial Statements.
  6.8 Tax Returns and Payments.
  - 32 -




---



##### 



6.9 Environmental Matters.
    6.10 Properties.
  6.11 Pension and Welfare Plans.
  6.12 Regulations U and X.
  6.13 Investment Company Act.
  - 33 -




---



##### 



6.14 No Material Adverse Change.
  6.15 Deemed Repetition of Representations and Warranties.
  ARTICLE 7
AFFIRMATIVE COVENANTS
  7.1 Information Covenants.
  Annual Financial Statements.
 - 34 -




---



##### 



Quarterly Financial Statements.
 Officers Certificates. Compliance Certificate)
 Notice of Default or Litigation.
 Environmental Matters.
   - 35 -




---



##### 



Real Estate
 Pension Plans.
 Other Information.
 7.2 Books, Record and Inspections.
  - 36 -




---



##### 



7.3 Maintenance of Insurance.
  7.4 Payment of Taxes.
  7.5 Organizational Existence.
  7.6 Compliance with Statutes, Obligations, etc.
  7.7 Good Repair.
  - 37 -




---



##### 



7.8 Transactions with Affiliates.
  7.9 End of Fiscal Years; Fiscal Quarters.
  7.10 Use of Proceeds.
  7.11 Changes in Business.
 Business).
 ARTICLE 8
NEGATIVE COVENANTS
  - 38 -




---



##### 



8.1 Limitation on Liens.
          - 39 -




---



##### 



8.2 Limitation on Fundamental Changes.
  Successor Borrower)
 - 40 -




---



##### 



8.3 Limitation on Dividends.
  8.4 Debt to Capitalization Ratio.
  8.5 Limitation on Sale-Leaseback Transactions.
 Sale and Leaseback
Transaction)
 - 41 -




---



##### 



ARTICLE 9
EVENTS OF DEFAULT
 Event of Default
 9.1 Payments.
  9.2 Representations, etc.
  9.3 Covenants.
  9.4 Default Under Other Agreements.
  - 42 -




---



##### 



9.5 Bankruptcy, etc.
 Bankruptcy Code
 9.6 Non-ownership of Material Subsidiaries.
  9.7 Judgments.
  - 43 -




---



##### 



9.8 Change of Ownership.
  9.9 Pension Plans.
  9.10 Remedies.
  9.11 Remedies Cumulative.
  - 44 -




---



##### 



ARTICLE 10
THE ADMINISTRATIVE AGENT
     - 45 -




---



##### 



- 46 -




---



##### 



ARTICLE 11
MISCELLANEOUS
 11.1 Amendments and Waivers.
   11.2 Notices.
 Notices generally.
 - 47 -




---



##### 



(i)
    
    The Borrower:ITC Holdings Corp.
27175 Energy Way
Novi, MI 48377Attention: Cameron Bready
Facsimile No.: (248) 374-7129(ii)
    
    The Administrative Agent:JPMorgan Chase Bank, N.A.
Loan Operations 
10 South Dearborn, 7th Floor 
Mail Code IL1-0010
Chicago, IL 60603 
Attention: Claudia Kech
Facsimile No.: (312) 385-7096with copy to (except in the case of notices relating to borrowings, continuations
and conversions):JPMorgan Chase Bank, N.A.
10 South Dearborn, 9th Floor 
Mail Code IL1-0090
Chicago, IL 60603 
Attention: Nancy R. Barwig
                 Vice President, Mid-Corporate Power & Utilities Credit 
Facsimile No.: (312) 732-1762
  Electronic Communications.
 - 48 -




---



##### 



AGENT PARTIES
 11.3 No Waiver; Cumulative Remedies.
  11.4 Survival of Representations and Warranties.
  11.5 Payment of Expenses and Taxes.
  - 49 -




---



##### 



Indemnitees) indemnified
liabilities);
  - 50 -




---



##### 



11.6 Successors and Assigns; Participations and Assignments.
 Assignments Generally.
 Assignments by Lenders.
 Assignments Generally. Assignee)
 provided
 provided
 Certain Conditions to Assignments.
 provided
  - 51 -




---



##### 



Effectiveness of Assignments.
 Maintenance of Register. Register
 Acceptance of Assignments by Administrative Agent. provided
 - 52 -




---



##### 



No Assignment to the Borrower or its Affiliates.
 Participations.
 Participations Generally. Participant provided provided
 Limitations on Rights of Participants.
 Certain Pledges. provided
 11.7 Replacements of Lenders under Certain Circumstances.
  - 53 -




---



##### 



11.8 Set-off, Etc.
   - 54 -




---



##### 



11.9 Marshalling; Payments Set Aside.
  11.10 Counterparts.
  11.11 Severability.
  11.12 Integration.
  - 55 -




---



##### 



11.13 Governing Law.
 THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY,
AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK AND THE LAWS OF
THE UNITED STATES APPLICABLE THEREIN.
 11.14 Submission to Jurisdiction; Waivers.
       11.15 Acknowledgements.
    - 56 -




---



##### 



11.16 Waivers of Jury Trial.
 THE BORROWER, THE ADMINISTRATIVE AGENT AND THE LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY
WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT AND FOR ANY
COUNTERCLAIM THEREIN.
 11.17 Confidentiality.
 (Confidential Information
 11.18 Treatment of Loans.
   - 57 -




---



##### 



11.19 USA PATRIOT Act.
   - 58 -




---



##### 



IN WITNESS WHEREOF,
 ITC HOLDINGS CORP.,
as the BorrowerBy:

/s/ Daniel J. OginskyName:
    Daniel J. OginskyTitle:
    Vice President and General CounselJPMORGAN CHASE BANK, N.A.
as Administrative Agent and LenderBy:

/s/
Nancy R BarwigName:
    Nancy R BarwigTitle:
    Vice President




---



##### 



PNC BANK NATIONAL ASSOCIATION,
as LenderBy:
    /s/ Louis K. McLindenName:
    Louis K. McLindenTitle:
    Managing Director




---



##### 



BARCLAYS BANK PLC,
as LenderBy:
    /s/ Alicia BorysName:
    Alicia BorysTitle:
    Assistant Vice President




---



##### 



SUNTRUST BANK,
as LenderBy:
    /s/ Andrew JohnsonName:
    Andrew JohnsonTitle:
    Director




---



##### 



COMERICA BANK,
as LenderBy:
    /s/ Blake ArnettName:
    Blake ArnettTitle:
    Vice President




---



##### 



SCHEDULE I
COMMITMENTS
 COMMITMENTLENDER
    
    ADDRESS FOR NOTICES
    
    COMMITMENT
    
    PERCENTAGEJPMorgan Chase Bank, N.A.
    
    JPMorgan Chase Bank, N.A.
    
    $
    22,000,000.00
    
    
    
    22
    %Loan Operations 
10 South Dearborn, 7th Floor
Mail Code IL1-0010
Chicago, IL 60603
Attention: Claudia Kech 
Facsimile No.: (312) 385-7096with copy to (except in the case of
notices relating to borrowings,
continuations and conversions):JPMorgan Chase Bank, N.A.
10 South Dearborn, 9th Floor
Mail Code IL1-0090
Chicago, IL 60603
Attention: Nancy R. Barwig
                 Vice President, Mid-
Corporate Power & Utilities Credit
Facsimile No.: (312) 732-1762PNC Bank National
    
    PNC Bank National Association
    
    $
    22,000,000.00
    
    
    
    22
    %Association
    
    One PNC Plaza 
500 First AvenuePittsburgh PA 15219 
Attention: Susannah Scherer 
Facsimile No.: (412) 768-4586




---



##### 



COMMITMENTLENDER
    
    ADDRESS FOR NOTICES
    
    COMMITMENT
    
    PERCENTAGEBarclays Bank PLC
    
    Barclays Bank PLC
    
    $
    20,000,000.00
    
    
    
    20
    %200 Park Avenue 
New York NY 10166 
Attention: Helen Occhiuzzi 
Facsimile No.: (201) 499-3086SunTrust Bank
    
    SunTrust Bank
    
    $
    20,000,000.00
    
    
    
    20
    %303 Peachtree St. 10th Floor 
Atlanta GA 30308 
Attention: Cheryl Hodge 
Facsimile No.: (404) 588-4406Comerica Bank
    
    Comerica Bank
    
    $
    16,000,000.00
    
    
    
    16
    %500 Woodward Avenue, 9th Floor,
Detroit MI 48226 
Attention: Stacie McVeigh 
Facsimile No.: (313) 222-9514Total amount
    
    $
    100,000,000.00
    
    
    
    100
    %




---



##### 



SCHEDULE II
ENVIRONMENTAL MATTERS
 [NONE]




---



##### 



SCHEDULE III
PENSION AND WELFARE MATTERS
 [NONE]




---



##### 



SCHEDULE IV
OUTSTANDING LIENS ON CLOSING DATE
 [NONE]




---



##### 



EXHIBIT A
 Form of Notice of Borrowing
 NOTICE OF BORROWING
 TO:
    
    JPMorgan Chase Bank, N.A.
Loan Operations 10 South Dearborn,
7th Floor Mail Code IL1-0010
Chicago, IL 60603 Attention:
Claudia Kech Facsimile No.:
312/385-7096
 Term Loan Agreement Borrower)
 Term Loan:
 1.
    
    Date of borrowing:2.
    
    Amount of borrowing:3.
    
    Lender(s):Lenders, in accordance with their Commitments under
the
Term Loan Agreement4.
    
    Interest rate option:




---



##### 



ITC HOLDINGS CORP.By:Name:Title:




---



##### 



EXHIBIT B
 Form of Notice of Continuation
 TO:
    
    JPMorgan Chase Bank, N.A., as Administrative
Agent under the Credit Agreement (as defined
below)
Loan Operations
10 South Dearborn, 7th Floor
Mail Code IL1-0010
Chicago, IL 60603
Attention: Claudia Kech
Facsimile No.: 312/385-7096
 Credit Agreement Borrower) Lenders)
 1.
    
    Date of continuation or conversion:,2.
    
    Amount of Loans being continued or converted:$3.
    
    Nature of continuation or conversion:
 a.
    
    Conversion of a LIBOR Loan as an ABR Loanb.
    
    Conversion of an ABR Loan as a LIBOR Loanc.
    
    Continuation (rollover) of LIBOR Loans as LIBOR Loans
 4.
    
    If Loans are being continued as or converted into LIBOR Loans, the
duration of the new LIBOR Period that commences on the continuation or conversion
date:month(s)




---



##### 



provided
  
 ITC HOLDINGS CORP.By:Name:Title:




---



##### 



EXHIBIT C
 Form of Closing Certificate
 CLOSING CERTIFICATE
 ITC HOLDINGS CORP.
 Borrower
 (a)
    
    This certificate is furnished pursuant to the Term Loan Agreement (as the same
may be amended, modified, supplemented, restated or replaced from time to time,
the Credit Agreement), dated as of April 29, 2009, among the Borrower, a
Michigan corporation, the Lenders thereto and JPMorgan Chase Bank, N.A., as
administrative agent. Unless otherwise defined herein, capitalized terms used in
this certificate shall have the meanings set forth in the Credit Agreement.(b)
    
    Attached hereto as Exhibit A is a true and complete copy of the
Certificate of
Incorporation of the Borrower as filed in the Office of the Secretary of State of
the State of Michigan, together with all amendments thereto adopted through the
date hereof and as in effect on the date hereof.(c)
    
    Attached hereto as Exhibit B is a true and complete copy of the Bylaws
of the
Borrower, together with all amendments thereto adopted through the date hereof
and as in effect on the date hereof.(d)
    
    Attached hereto as Exhibit C is a true and complete copy of the
resolutions duly
adopted by the Board of Directors of the Borrower at a meeting of such Board of
Directors held on [____], approving and authorizing the execution, delivery and
performance of the Credit Agreement and the transactions contemplated thereby. Such
resolutions have not been amended, modified, revoked or rescinded since the date of
adoption thereof, are in full force and effect on the date hereof and are the only
resolutions that have been adopted by the Board of Directors of the Borrower with
respect to the subject matter thereof.(e)
    
    The persons whose names appear on Exhibit D attached hereto are duly
elected,
qualified and acting officers of the Borrower occupying the offices set forth
opposite their respective names on Exhibit D, and the signature set forth
opposite
their respective names are their true and genuine signatures, and each of such
officers is duly authorized to execute and deliver the Credit Agreement on behalf
of the Borrower and each of the related documents to which it is a party and any
other agreement, instrument or document to be delivered by the Borrower
pursuant to the Credit Agreement.




---



##### 



(f)
    
    The representations and warranties of the Borrower set forth in the Credit
Agreement are true and correct in all material respects.(g)
    
    No Default or Event of Default has occurred and is continuing.




---



##### 



5 IN WITNESS WHEREOF, I have hereunto set my hand on behalf of the Borrower this [_] day
of April, 2009.
 Name:Title:
 
  Name:Title:




---



##### 



EXHIBIT D
 Form of Compliance Certificate
 TO:
 Borrower
 1.
    
    I am the duly appointed
 of the
Borrower named in the Term Loan Agreement, dated as of April 29, 2009 (as the same may be
amended, modified, supplemented, restated or replaced from time to time, the Credit
Agreement), among ITC Holdings Corp., a Michigan
corporation (the Borrower), the
Lenders and JPMorgan Chase Bank, N.A., as the Administrative Agent and as such I am
providing this certificate for and on behalf of the Borrower pursuant to Section 7.1(c) of
the Credit Agreement. Unless the context otherwise requires, capitalized terms in the Credit
Agreement which appear herein without definitions shall have the meanings ascribed thereto
in the Credit Agreement.2.
    
    I am familiar with and have examined the provisions of the Credit Agreement including
those of Articles 6, 7, 8 and 9 therein and have reviewed and am familiar with the
contents of this certificate.3.
    
    Delivered herewith are the financial statements required to be delivered pursuant to
Section 7.1(a) and (b) of the Credit Agreement.4.
    
    No Default or Event of Default has occurred and is continuing
as of the date hereof [or if
any Default or Event of Default does exist, specify the nature and extent thereof].5.
    
    As of the last day of the fiscal quarter ending _____ the financial ratio referred to in
Section 8.4 of the Credit Agreement is ___:___ and was calculated as set forth in
Schedule I.
 
 [Name and Title]




---



##### 



Schedule I
 ITC Holdings Corp.
Debt to Capitalization Ratio
 1. Total Debt for the relevant Test Period
    
    $2. Total Capitalization for such Test Period(a) Total Debt
    
    $(b) Total stockholders equity of the Borrower
    
    $(c) Total Capitalization: The sum of Items 2(a) and 2(b)
    
    $3. DEBT TO CAPITALIZATION RATIO: the ratio of Item 1 to
Item 2
    
    
    
    %4. Maximum Debt to Capitalization Ratio allowed
    
    
    75
    %5. In compliance
    
    Yes / No