Exhibit 10.20


 


EXECUTION COPY


 


 


FIRST AMENDED AND RESTATED REVOLVING CREDIT
AGREEMENT



dated as of



January 12, 2005



among



ITC HOLDINGS CORP.,

as the Borrower,



VARIOUS FINANCIAL INSTITUTIONS AND OTHER

PERSONS FROM TIME TO PARTIES HERETO,

as the Lenders



CANADIAN IMPERIAL BANK OF COMMERCE,

as the Administrative Agent,



CREDIT SUISSE FIRST BOSTON, CAYMAN ISLANDS BRANCH

AND CIBC WORLD MARKETS,

as the Joint Lead Arrangers



and



COMERICA BANK,

as the Documentation Agent


 





















 


FIRST AMENDED AND RESTATED
REVOLVING CREDIT AGREEMENT


 


FIRST AMENDED AND RESTATED REVOLVING CREDIT
AGREEMENT (this “Amended and Restated Credit Agreement”)
dated as of January 12, 2005, among ITC HOLDINGS CORP., a Michigan
corporation duly organized and validly existing under the law of the State of
Michigan (the “Borrower”); the institutions
listed on Schedule I hereto (each a “Lender” and,
collectively, the “Lenders”); and
CANADIAN IMPERIAL BANK OF COMMERCE, as administrative agent (in such capacity,
the “Administrative Agent”).


 


The Borrower, certain of the Lenders and the
Administrative Agent are parties to a Revolving Credit Agreement dated as of March 19,
2004 (as heretofore modified and supplemented and in effect on the date hereof,
the “Revolving Credit Agreement”) and wish
to amend and restate the Revolving Credit Agreement to increase the aggregate
amount of the Commitments under the Revolving Credit Agreement upon the terms
and conditions set forth herein. 
Accordingly, the parties hereto hereby agree, with effect as of the
Amendment Effective Date (as defined below), to amend the Revolving Credit
Agreement as set forth in Section 2 hereof and to restate the Revolving
Credit Agreement, which is hereby incorporated by reference, as so amended:


 


Section 1. 
Definitions.  Except as otherwise defined in this Amended
and Restated Credit Agreement terms defined in the Revolving Credit Agreement,
are used herein as defined therein.


 


Section 2. 
Amendments to the Revolving Credit Agreement.  The Revolving Credit Agreement shall be
amended as follows:


 


2.1. 
References in the Revolving Credit Agreement (including references to
the Revolving Credit Agreement as amended hereby) to “this Agreement” (and
indirect references such as “hereunder”, “hereby”, “herein” and “hereof” )
shall be deemed to be references to the Revolving Credit Agreement as amended
and restated hereby.


 


2.2.  The
recital of the Revolving Credit Agreement shall be amended and restated in its
entirety to read as follows:


 


“The Borrower has requested that the Lenders
make senior loans to it in an aggregate principal amount not exceeding
$47,500,000 (subject to an increase to $50,000,000 as provided herein) at any
one time outstanding.  The Lenders are
prepared to make such loans upon the terms and conditions hereof, and,
accordingly, the parties hereto agree as follows:”


 


2.3.  Section 4.3(g)
of the Revolving Credit Agreement shall be amended by substituting “$50,00,000”
for “$45,000,000”.


 





















 


2.4.  Schedule I
to the Revolving Credit Agreement shall be amended and restated in its entirety
by substituting therefor Schedule I to this Amended and Restated Credit
Agreement.


 


Section 3. 
Commitment Fee.  Notwithstanding that the increase of the
Commitments contemplated by Section 2 hereof shall not become effective
until the Amendment Effective Date, for purposes of calculating the amounts and
payees of commitment fee payable under Section 3.1 of the Revolving Credit
Agreement, the Commitments of the Lenders shall be deemed to have been so
increased immediately upon the earlier of (a) the execution of this Amended and
Restated Credit Agreement by the Borrower and each of the Lenders and (b) January 31,
2005.


 


Section 4. 
New Lenders.  If on the Amendment Effective Date the
Revolving Credit Commitment Percentages change as a result of the amendments to
the Revolving Credit Agreement effected hereby, the Borrower shall borrow
Revolving Credit Loans from the Lenders and/or (subject to compliance by the
Borrower with Section 2.11 of the Revolving Credit Agreement) prepay
Revolving Credit Loans of the Lenders to the extent necessary such that, after
giving effect thereto, the Revolving Credit Loans (including, without
limitation, the Types thereof and Interest Periods with respect thereto) shall
be held by the Lenders pro rata according to their respective Revolving Credit
Commitment Percentages.


 


Section 5. 
Representations and Warranties.  The Borrower represents and warrants to the
Lenders that the representations and warranties set forth in Section 7 of
the Revolving Credit Agreement and Section 2 of the Pledge Agreement are
true and complete on the date hereof (except that any representation or
warranty which by its terms is made as of an earlier date shall be true and
correct as of such earlier date) as if made on and as of the date hereof and as
if each reference in said Section 7 to “this Agreement” included reference
to this Amended and Restated Credit Agreement.


 


Section 6. 
Conditions Precedent.  The amendment and restatement of the
Revolving Credit Agreement contemplated hereby, together with the amendments to
the Revolving Credit Agreement set forth in Section 2 hereof, shall become
effective on the date of the receipt by the Administrative Agent of the
following documents (such date, the “Amendment Effective Date”),
each of which shall be reasonably satisfactory to the Administrative Agent in
form and substance:


 


(a)  Credit Documents.  (i) This Amendment, executed and delivered by
a duly authorized officer of each of the parties hereto, (ii) an amendment to
the Pledge Agreement substantially in the form of Exhibit A hereto (the “Pledge Agreement Amendment”) executed and delivered by a
duly authorized officer of the Borrower and by the Administrative Agent (and
the Lenders hereby authorize the Administrative Agent to execute and deliver the
Pledge Agreement Amendment) and (iii) certificate number 8 evidencing 25 shares
of stock pledged under the Pledge Agreement as amended by the Pledge Agreement
Amendment, together


 





















 


with
an updated stock power therefore duly executed and delivered by the Borrower.


 


(b)  Proceedings of the Borrower.  A copy of the resolutions, in form and
substance reasonably satisfactory to the Administrative Agent, of the Board of
Directors of the Borrower (or a duly authorized committee thereof) authorizing
the execution, delivery and performance of this Amended and Restated Credit
Agreement and the consummation of the transactions contemplated hereby.


 


(c)  Organic Documents.  True and complete copies of the articles of
incorporation and by-laws of the Borrower and a certificate of good standing
with respect to the Borrower issued by its jurisdiction of incorporation or
organization.


 


(d)  Fees. 
Evidence of the payment by the Borrower of all fees required to be paid
by the Borrower in connection with this Amended and Restated Credit Agreement,
and the fees and expenses of counsel to the Administrative Agent in connection
herewith for which invoices have been timely presented.


 


(e)  Legal Opinions.  Executed legal opinions of New York counsel
and Michigan counsel (which may be in-house counsel) to the Borrower in form
and substance reasonably satisfactory to the Administrative Agent.


 


Section 7. 
Miscellaneous.  Except as herein provided, the Revolving
Credit Agreement shall remain unchanged and in full force and effect.  This Amended and Restated Credit Agreement
may be executed in any number of counterparts, all of which taken together
shall constitute one and the same amendatory instrument and any of the parties
hereto may execute this Amended and Restated Credit Agreement by signing any
such counterpart.  This Amended and
Restated Credit Agreement shall be governed by, and construed in accordance
with, the law of the State of New York.


 





















 


IN WITNESS WHEREOF, the parties hereto have
caused this Amended and Restated Credit Agreement to be duly executed by their
respective authorized officers as of the day and year first above written.


 


	
   

  	
   

  	
  ITC HOLDINGS CORP.,

  as the Borrower

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  



 





















 


	
   

  	
   

  	
  CANADIAN
  IMPERIAL BANK OF

  COMMERCE,

  
  as Administrative Agent

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CIBC
  INC.,
  as a Lender and Joint Lead Arranger

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CREDIT
  SUISSE FIRST BOSTON,

  CAYMAN ISLANDS BRANCH,
  as a Lender and Joint Lead Arranger

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  COMERICA
  BANK
  as a Lender and Documentation Agent

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  STANDARD
  FEDERAL BANK
  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  



 





















 


SCHEDULE I


 


COMMITMENTS


 


	
  LENDER

  	
   

  	
  REVOLVING CREDIT

  COMMITMENT

  	
   

  	
  REVOLVING CREDIT COMMITMENT

  PERCENTAGE

  	
   

  
	
  Credit Suisse First Boston

  	
   

  	
  $

  	
  12,500,000

  	
   

  	
  26.3

  	
  %

  
	
  Canadian Imperial Bank of Commerce

  	
   

  	
  $

  	
  12,500,000

  	
   

  	
  26.3

  	
  %

  
	
  Comerica Bank

  	
   

  	
  $

  	
  12,500,000

  	
   

  	
  26.3

  	
  %

  
	
  Standard Federal Bank

  	
   

  	
  $

  	
  10,000,000

  	
   

  	
  21.1

  	
  %

  
	
  TOTAL AMOUNT

  	
   

  	
  $

  	
  47,500,000

  	
   

  	
  100

  	
  %

  



 





















 


EXHIBIT A


 


AMENDMENT NO. 1 TO THE PLEDGE
AGREEMENT


 


AMENDMENT NO. 1 to the Pledge Agreement (this “Amendment No. 1”) of January 12, 2005 between ITC
HOLDINGS CORP., a Michigan corporation duly organized and validly existing
under the law of the State of Michigan (the “Borrower”)
and CANADIAN IMPERIAL BANK OF COMMERCE, as administrative agent (in such
capacity, the “Administrative Agent”).


 


The Borrower and the Administrative Agent are
parties to a Pledge Agreement dated as of March 19, 2004 (as heretofore
modified and supplemented and in effect on the date hereof, the “Pledge Agreement”) and wish to amend the Pledge Agreement
upon the terms and conditions as hereinafter provided in connection with the
amendment and restatement of the Revolving Credit Agreement referred to in the
Pledge Agreement (the “Amended and Restated
Credit Agreement”). Accordingly, the parties hereto hereby agree,
with effect as of the Amendment Effective Date (as defined in the Amended and
Restated Credit Agreement), to amend the Pledge Agreement, as follows:


 


Section 1. 
Definitions.  Except as otherwise defined in this Amendment
No. 1, terms defined in the Pledge Agreement are used herein as defined
therein.


 


Section 2. 
Amendments to the Pledge Agreement.  The Pledge Agreement shall be amended as
follows:


 


2.1.  The
first recital of the Pledge Agreement shall be amended and restated in its
entirety to read as follows:


 


“The Borrower, certain lenders and CIBC, as
administrative agent, are parties to a Revolving Credit Agreement dated as of March 19,
2004 (as modified and supplemented and in effect from time to time, the “Revolving
Credit Agreement”), providing, subject to the terms and conditions thereof,
for extensions of credit (by making of loans and issuing letters of credit) to
be made by said lenders to the Borrower in an aggregate principal or face
amount not exceeding $47,500,000, subject to increase to $50,000,000 as
provided therein.”


 


2.2.  Annex
I to the Pledge Agreement shall be amended and restated in its entirety by
substituting therefor Annex I to this Amendment No. 1.


 


Section 3. 
Effectiveness.  This Amendment No. 1 shall become effective
on the Amendment Effective Date.


 


Section 4. 
Miscellaneous.  Except as herein provided, the Pledge
Agreement shall remain unchanged and in full force and effect.  This Amendment No. 1 may be executed in any
number of counterparts, all of which taken together shall


 





















 


constitute
one and the same amendatory instrument and any of the parties hereto may
execute this Amendment No. 1 by signing any such counterpart.  This Amendment No. 1 shall be governed by,
and construed in accordance with, the law of the State of New York.


 





















 


IN WITNESS WHEREOF, the parties hereto have
caused this Amendment No. 1 to be duly executed by their respective authorized
officers as of the day and year first above written.


 


	
   

  	
   

  	
  ITC
  HOLDINGS CORP.,
  as the Borrower

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CANADIAN
  IMPERIAL BANK OF COMMERCE,
  as Administrative Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  



 





















 


Annex I


 


PLEDGED
STOCK


 


	
  Issuer

  	
   

  	
  Certificate

  No.

  	
   

  	
  Registered

  Owner

  	
   

  	
  Number of

  Shares

  	
   

  	
  Percentage of Issued &

  Outstanding Shares

  	
   

  
	
  International Transmission Company

  	
   

  	
  2

  	
   

  	
  ITC Holdings

  Corp.

  	
   

  	
  67

  	
   

  	
  6 and 2/3%

  	
   

  
	
  International Transmission Company

  	
   

  	
  4

  	
   

  	
  ITC Holdings

  Corp.

  	
   

  	
  33

  	
   

  	
  3 and 1/3%

  	
   

  
	
  International Transmission Company

  	
   

  	
  6

  	
   

  	
  ITC Holdings

  Corp.

  	
   

  	
  33

  	
   

  	
  3 and 1/3%

  	
   

  
	
  International Transmission Company

  	
   

  	
  8

  	
   

  	
  ITC Holdings

  Corp.

  	
   

  	
  25

  	
   

  	
  2 and 1/2%

  	
   

  
	
  Total

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  158

  	
   

  	
  15 5/6%