exv4w28






Exhibit 4.28




Execution Version



 

THIRD SUPPLEMENTAL INDENTURE TO FIRST MORTGAGE AND DEED OF TRUST



ITC MIDWEST LLC



TO



THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as successor to THE

BANK OF NEW YORK TRUST COMPANY, N.A.



Trustee



Dated as of December 15, 2008



Supplementing the First Mortgage and Deed of Trust and First Supplemental Indenture, dated as 

of
January 14, 2008,



and the Second Supplemental Indenture, dated as of December 15, 2008



From ITC MIDWEST LLC to THE BANK OF NEW YORK MELLON TRUST COMPANY, 

N.A., as successor to THE BANK
OF NEW YORK TRUST COMPANY, N.A., Trustee



THIS INSTRUMENT CONTAINS AFTER-ACQUIRED PROPERTY PROVISIONS


 

This is a mortgage amendment as defined in Minnesota Statutes, section 287.01, subdivision 2, and
as such it does not secure a new or increased amount of debt.




 

 









 








          THIRD SUPPLEMENTAL INDENTURE (this “Third Supplemental Indenture”), dated as of December 15,
2008, between ITC MIDWEST LLC, a limited liability company organized and existing under the laws of
the State of Michigan (the “Company”), having its principal office at 27175 Energy Way, Novi,
Michigan 48377, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (as successor to The Bank of
New York Trust Company, N.A.), a national banking association, as trustee (in such capacity, the
“Trustee”), the office of the Trustee at which on the date hereof its corporate trust business is
principally administered being 2 N. LaSalle, Suite 1020, Chicago, Illinois 60602.




RECITALS OF THE COMPANY



          WHEREAS, the Company has heretofore executed and delivered to the Trustee a First Mortgage and
Deed of Trust, dated as of January 14, 2008 (the “Mortgage Indenture”), encumbering the real
property interests identified in Exhibit A attached thereto and providing for the issuance by the
Company from time to time of its bonds, notes or other evidences of indebtedness (in the Mortgage
Indenture and herein called the “Securities”) to be issued in one or more series and to provide
security for the payment of the principal of and premium, if any, and interest, if any, on the
Securities;




          WHEREAS, the Company has heretofore executed and delivered to the Trustee a First Supplemental
Indenture, dated as of January 14, 2008 (the “First Supplemental Indenture”), encumbering the real
property interests identified in Exhibit A attached thereto, supplementing and modifying the
Mortgage Indenture as described therein;




          WHEREAS, the Mortgage Indenture and the First Supplemental Indenture have been recorded in the
offices set forth in Schedule 1 attached hereto as the document of record;




          WHEREAS, the Company has simultaneously herewith executed and delivered to the Trustee a
Second Supplemental Indenture, dated as of December 15, 2008, encumbering the real property
interests identified in Schedule 1 and Exhibit A attached thereto, supplementing and modifying the
Mortgage Indenture (as supplemented and modified) as described therein, and such Second
Supplemental Indenture has been recorded in the offices identified in Schedule 1 attached thereto
immediately prior to the recording of this Third Supplemental Indenture encumbering the real
property interests identified in Schedule 1 and Exhibit A attached hereto;




          WHEREAS, Section 14.01(j) of the Mortgage Indenture provides that the Company and the Trustee
may, without the consent of Holders of Securities, enter into a supplemental indenture to cure any
ambiguity, to correct or supplement any provision in the Mortgage Indenture which may be defective
or inconsistent with any other provision therein, or to make any other additions to, deletions from
or other changes to the provisions under the Mortgage Indenture, provided that such additions,
deletions and/or other changes shall not adversely affect the interests of the Holders of
Securities of any series or Tranche in any material respect;




          WHEREAS, the Company, in the exercise of the power and authority conferred upon and reserved
to it under the provisions of the Mortgage Indenture and pursuant to appropriate limited liability
company authorization, has duly determined to make, execute and




2









 







deliver to the Trustee this Third Supplemental Indenture to the Mortgage Indenture to amend and
supplement the Mortgage Indenture as herein provided pursuant to Section 14.01(j) of the Mortgage
Indenture; and




          WHEREAS, all other acts and proceedings required by law and by the Mortgage Indenture to make
this Third Supplemental Indenture a valid and binding agreement for the purposes expressed herein,
in accordance with its terms, have been duly done and performed;




          NOW, THEREFORE, in consideration of the premises and the covenants and agreements contained
herein, and for other good and valuable consideration, the receipt of which is hereby acknowledged,
the Company and the Trustee hereby agree as follows:




          1. Capitalized Terms. Capitalized terms used in this Third Supplemental Indenture and not
otherwise defined shall have the meanings assigned to such terms in the Mortgage Indenture.




          2. Amendments to Section 1.03. Sections 1.03(b)(ii)(B) and
1.03(b)(ii)(C) of the
Mortgage Indenture are hereby amended by replacing the phrase “ten-sevenths (10/7)” with the phrase
“three-halves (3/2).”




          3. Effectiveness of Third Supplemental Indenture. This Third
Supplemental
Indenture shall be effective upon its execution by the parties hereto. This Third Supplemental
Indenture and all of its provisions shall form a part of the Mortgage Indenture for all purposes,
and every Holder of Securities heretofore or hereafter authenticated and delivered shall be bound
hereby.




          4. Continuing Effect of Mortgage Indenture. Except as expressly provided herein, all of the
terms, provisions and conditions of the Mortgage Indenture shall remain in full force and effect in
accordance with the provisions thereof, and the Mortgage Indenture is in all respects hereby
ratified and confirmed.




          5. Effect of Headings. The Section headings herein are for convenience only and shall not
affect the construction hereof.




          6. Successors and Assigns. All covenants and agreements in this
Third
Supplemental Indenture by the Company shall bind its successors and assigns, whether so expressed
or not.




          7. Severability. In case any provision in this Third Supplemental Indenture shall be invalid,
illegal or unenforceable, the validity, legality and enforceability of the remaining provisions
shall not in any way be affected or impaired thereby.




          8. Benefit of Third Supplemental Indenture. Except as otherwise
provided in the
Mortgage Indenture, nothing in this Third Supplemental Indenture, express or implied, shall give to
any Person, other than the parties hereto and their successors hereunder, any benefit or any legal
or equitable right, remedy or claim under this Third Supplemental Indenture.




3









 








          9. Execution and Counterparts. This Third Supplemental Indenture may be executed in any
number of counterparts, each of which shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.




          10. Conflict with Mortgage Indenture. If any provision hereof limits, qualifies or conflicts
with another provision of the Mortgage Indenture, such provision of this Third Supplemental
Indenture shall control, insofar as the rights between the Company and the Holders are concerned.




          11. Disclaimer. The recitals contained herein shall be taken as the statements of the Company,
and the Trustee assumes no responsibility for their correctness and makes no representations as to
the validity or sufficiency of this Third Supplemental Indenture.




          12. Governing Law. This Third Supplemental Indenture shall be governed by and construed in
accordance with the law of the State of New York.





4











 




          IN WITNESS WHEREOF, the parties hereto have caused this Third Supplemental Indenture to be
duly executed as of the day and year first above written




	 	 	 	 	 
	 	ITC MIDWEST LLC

 	 
	 	By:  	ITC Holdings Corp., as Sole Member
 	 
	 	 	 
	 	By:  	/s/ Edward M. Rahill
 	 
	 	 	Name:  	Edward M. Rahill 	 
	 	 	Title:  	Senior Vice President — Finance and

 Chief
Financial Officer 	 
	 


Drafted by:




David A. Stagliano

Milbank, Tweed, Hadley & McCloy LLP

1 Chase Manhattan Plaza

New York, NY 10005



After Recorded, Return to:




The Bank of New York Mellon Trust Company, N.A.

2 N. LaSalle, Suite 1020

Chicago, Illinois 60602

Attention: Global Corporate Trust




[Signature Page to Third Supplemental Indenture]






 









 








	 	 	 	 	 	 	 

	ACKNOWLEDGMENT

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	STATE OF MICHIGAN

	 	 	)	 	 	 
	 

	 	 	)	 ss.	 	
	COUNTY OF OAKLAND

	 	 	)	 	 	 





          On the 15th day of December 2008, before me, the undersigned notary public, personally
came Edward M. Rahill, the Senior Vice President — Finance and Chief Financial Officer of ITC
Holdings Corp., a corporation organized under the laws of the State of Michigan, the sole member of
ITC Midwest LLC, a limited liability company organized under the laws of the State of Michigan, and
acknowledged that he executed the foregoing instrument in his authorized capacity, and that by his
signature on the instrument he, or the entity upon behalf of which he acted, executed the
instrument




	 	 	 	 	 
	 	 	 
	 	  	/s/ Janet E. Reed
 	 
	 
	 	 	 
	 	By:  	Janet E. Reed
 	 
	 	 	Notary Public, State of Michigan 	 
	 	 	County of Livingston

My Commission Expires Aug. 26, 2014

Acting in the County of Oakland 	 
	 





 









 








	 	 	 	 	 
	 	THE BANK OF NEW YORK MELLON TRUST

COMPANY, N.A., as Trustee

 	 
	 	By:  	/s/ Roxane Ellwanger
 	 
	 	 	Name:  	Roxane Ellwanger 	 
	 	 	Title:  	Assistant Vice President 	 
	 



[Signature Page to Third Supplemental Indenture]





 









 







	 	 	 	 	 	 	 

	ACKNOWLEDGMENT
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	STATE OF ILLINOIS

	 	 	)	 	 	 
	 

	 	 	)	 ss.	 	
	COUNTY OF COOK

	 	 	)	 	 	 





          On the 15th day of December 2008, before me, the undersigned notary public, personally came Roxane
Ellwanger, the Assistant Vice President of The Bank of New York Mellon Trust Company, N.A., a
national banking association, and acknowledged that she executed the foregoing instrument in her
authorized capacity, and that by her signature on the instrument she, or the entity upon behalf of
which she acted, executed the instrument.




	 	 	 	 	 
	 	 	 
	 	  	/s/ Danita George
 	 
	 
	 	 
	 	By:  	Danita George
 	 
	 	 	No. _________ 	 
	 	 	Notary Public State of Illinois

Qualified in Cook County

My Commission Expires May 12, 2009	 
	 




 











 





Schedule 1




     The recording information for the Mortgage Indenture and the First Supplemental Indenture
is as follows:



	 	 	 	 	 	 	 
	County	 	State	 	Mortgage Indenture	 	First Supplemental Indenture
	Appanoose

	 	IA
	 	Doc. 2008-124 in 

Book 2008; Page 124
	 	Doc. 2008-125 in

Book 2008; Page 125
	 
	Benton

	 	IA
	 	Book 8; Page 291
	 	Book 8; Page 292
	 
	Boone

	 	IA
	 	Doc. 080262 in

Book 2008; Page 0262
	 	Doc. 080263 in

Book 2008; Page 0263
	 
	Buchanan

	 	IA
	 	Doc. 2008R00212
	 	Doc. 2008R00213
	 
	Buena Vista

	 	IA
	 	Doc. 080166
	 	Doc. 080167
	 
	Cerro Gordo

	 	IA
	 	Doc. 2008-391
	 	Doc. 2008-392
	 
	Clarke

	 	IA
	 	Doc. 2008-0164 in 

Book 175A; Page 1
	 	Doc. 2008-0165 in

Book 175B; Page 1
	 
	Clayton

	 	IA
	 	Doc. 2008R00197
	 	Doc. 2008R00198
	 
	Clinton

	 	IA
	 	Doc. 2008-00537
	 	Doc. 2008-00538
	 
	Dallas

	 	IA
	 	Doc. 823 in 

Book 2008; Page 823
	 	Doc. 824 in

Book 2008; Page 824
	 
	Des Moines

	 	IA
	 	Doc. 2008-000259
	 	Doc. 2008-000260
	 
	Dickinson

	 	IA
	 	Inst. 08-00303 in

Book 358; Page 1
	 	Inst. 08-00304 in

Book 359; Page 1
	 
	Dubuque

	 	IA
	 	Doc. 005881650969

File 2008-00000799
	 	Doc. 005881660839

File 2008-00000800
	 
	Emmet

	 	IA
	 	Doc. 2008-00133
	 	Doc. 2008-00134
	 
	Greene

	 	IA
	 	Doc. 2008-0120 in 

Book 182; Page 1
	 	Doc. 2008-0121 in

Book 183; Page 1
	 
	Grundy

	 	IA
	 	Book 2008; Page 0174
	 	Book 2008; Page 0175
	 
	Hamilton

	 	IA
	 	Doc. 2008-151
	 	Doc. 2008-152
	 
	Hancock

	 	IA
	 	Inst. 08-0141
	 	Inst. 08-0142
	 
	Hardin

	 	IA
	 	Doc. 2008-0248
	 	Doc. 2008-0249
	 
	Iowa

	 	IA
	 	Doc. 2008-2278 in

Book 840; Page 68
	 	Doc. 2008-2279 in

Book 841; Page 1
	 
	Jackson

	 	IA
	 	Doc. 08-244 in 

Book 2008; Page 244
	 	Doc. 08-245 in

Book 2008; Page 245






 









 






	 	 	 	 	 	 	 
	County	 	State	 	Mortgage Indenture	 	First Supplemental Indenture
	Jasper

	 	IA
	 	Doc. 001695150969

File 2008-00000315
	 	Doc. 001695160839

File 2008-00000316
	 
	Jefferson

	 	IA
	 	Doc. 2008-0157
	 	Doc. 2008-0158
	 
	Johnson

	 	IA
	 	Doc. 021063550969 in 

Book 4254; Page 1
	 	Doc. 021063560839 in

Book 4255; Page 1
	 
	Jones

	 	IA
	 	Fee Book 2008-0178
	 	Fee Book 2008-0179
	 
	Kossuth

	 	IA
	 	Doc. 2008-236 in 

Book 2008; Page 236
	 	Doc. 2008-237 in

Book 2008; Page 237
	 
	Lee (North)

	 	IA
	 	Doc. 2008-171 in 

Book 08N; Page 171
	 	Doc. 2008-172 in

Book 08N; Page 172
	 
	Lee (South)

	 	IA
	 	Doc. 2008-104 in 

Book 08S; Page 104
	 	Doc. 2008-105 in

Book 08S; Page 105
	 
	Linn

	 	IA
	 	Doc. 012890130969

Inst. 200800039315 in

Book 6889; Page 1
	 	Doc. 012890140843

Inst. 200800039316 in

Book 6890; Page 1
	 
	Lucas

	 	IA
	 	Doc. 2008-0091 in 

Book 2008A; Page 1
	 	Doc. 2008-0092 in

Book 2008B; Page 1
	 
	Marshall

	 	IA
	 	Doc. 002901080969

File 2008-00000387
	 	Doc. 002901090839

File 2008-00000388
	 
	Monroe

	 	IA
	 	Doc. 86 in 

Book 2008; Page 86
	 	Doc. 87 in

Book 2008; Page 87
	 
	Muscatine

	 	IA
	 	Doc. 2008-00387
	 	Doc. 2008-00388
	 
	Osceola

	 	IA
	 	Doc. 20080080 in 

Book 2008; Page 80
	 	Doc. 20080081 in

Book 2008; Page 81
	 
	Pocahontas

	 	IA
	 	Doc. 2008-107 in 

Book 179; Page 1
	 	Doc. 2008-108 in

Book 180; Page 1
	 
	Poweshiek

	 	IA
	 	Doc. 0230 in 

Book 823; Page 1
	 	Doc. 0231 in

Book 824; Page 1
	 
	Ringgold

	 	IA
	 	Inst. 2008-00000091 in

Book 327; Page 1
	 	Inst. 2008-00000092 in

Book 328; Page 1
	 
	Story

	 	IA
	 	Inst. 2008-00000615
	 	Inst. 2008-00000616
	 
	Tama

	 	IA
	 	Doc. 2008-0238 in 

Book 817; Page 460
	 	Doc. 2008-0239 in

Book 820; Page 289
	 
	Union

	 	IA
	 	Doc. 00000140 in 

Book 911; Page 1
	 	Doc. 00000141 in

Book 914; Page 1
	 
	Van Buren

	 	IA
	 	Doc. 2008-48 in 

Book 142; Page 444
	 	Doc. 2008-49 in

Book 143; Page 343






 









 






	 	 	 	 	 	 	 
	County	 	State	 	Mortgage Indenture	 	First Supplemental Indenture
	Wapello

	 	IA
	 	Doc. 2008-0275 in 

Book 2008; Page 0275
	 	Doc. 2008-0276 in

Book 2008; Page 0276
	 
	Wayne

	 	IA
	 	Inst. 08-0123 in 

Book 119; Page 670
	 	Inst. 08-0124 in

Book 119; Page 1640
	 
	Worth

	 	IA
	 	Fee Book 20080149
	 	Fee Book 20080150
	 
	Adair

	 	IA
	 	File 08-0110 in 

Book 586; Page 304
	 	File 08-0111 in

Book 589; Page 223
	 
	Allamakee

	 	IA
	 	Doc. 2008-148
	 	Doc. 2008-149
	 
	Audubon

	 	IA
	 	Doc. 08-0102
	 	Doc. 08-0103
	 
	Black Hawk

	 	IA
	 	Doc. 2008014573
	 	Doc. 2008014576
	 
	Bremer

	 	IA
	 	Doc. 20080230
	 	Doc. 20080231
	 
	Butler

	 	IA
	 	Inst. 2008-0307
	 	Inst. 2008-0308
	 
	Cass

	 	IA
	 	Doc. 2008 115 in 

Book 2008; Page 115
	 	Doc. 2008 116 in

Book 2008; Page 116
	 
	Cedar

	 	IA
	 	Doc. 2008-264 in 

Book 881; Page 1
	 	Doc. 2008-265 in

Book 882; Page 1
	 
	Chickasaw

	 	IA
	 	Fee Book 2008-0121
	 	Fee Book 2008-0122
	 
	Clay

	 	IA
	 	Doc. 2008 190 in 

Book 2008; Page 190
	 	Doc. 2008 191 in

Book 2008; Page 191
	 
	Davis

	 	IA
	 	Doc. 2008-0069 in 

Book 142; Page 001
	 	Doc. 2008-0070 in

Book 143; Page 001
	 
	Decatur

	 	IA
	 	Book 2008; Page 0096
	 	Book 2008; Page 0097
	 
	Delaware

	 	IA
	 	Doc. 2008 203 in 

Book 2008; Page 203
	 	Doc. 2008 204 in

Book 2008; Page 204
	 
	Fayette

	 	IA
	 	Doc. 2008 192 in 

Book 2008; Page 192
	 	Doc. 2008 193 in

Book 2008; Page 193
	 
	Floyd

	 	IA
	 	Doc. 2008-0173 in 

Book 2008; Page 0173
	 	Doc. 2008-0174 in

Book 2008; Page 0174
	 
	Franklin

	 	IA
	 	Inst. 20080199
	 	Inst. 20080200
	 
	Guthrie

	 	IA
	 	Book 2008; Page 0226
	 	Book 2008; Page 0227
	 
	Henry

	 	IA
	 	Doc. 0160 in 

Book 2008; Page 0160
	 	Doc. 0161 in

Book 2008; Page 0161
	 
	Howard

	 	IA
	 	Doc. 2008-1376 in 

Book 358; Page 1 and 

Book 359; Page 501
	 	Doc. 2008-1377 in

Book 360; Page 1 and

Book 361; Page 501
	 
	Keokuk

	 	IA
	 	Fee Book 2008-0112
	 	Fee Book 2008-0113






 









 






	 	 	 	 	 	 	 
	County	 	State	 	Mortgage Indenture	 	First Supplemental Indenture
	Louisa

	 	IA
	 	Fee Book 2008-1338
	 	Fee Book 2008-1339
	 
	Lyon

	 	IA
	 	Doc. 2008 212 in 

Book 2008; Page 212
	 	Doc. 2008 213 in

Book 2008; Page 213
	 
	Mahaska

	 	IA
	 	Doc. 2008-198 in 

Book 2008; Page 198
	 	Doc. 2008-199 in

Book 2008; Page 199
	 
	Mitchell

	 	IA
	 	Doc. 2008-112 in 

Book 2008; Page 112
	 	Doc. 2008-113 in

Book 2008; Page 113
	 
	Palo Alto

	 	IA
	 	Doc. 2008-121 in 

Book 2008; Page 121
	 	Doc. 2008-122 in

Book 2008; Page 122
	 
	Polk

	 	IA
	 	Doc. 020740580969

File 2008-00054845 in 

Book 12513; Page 1
	 	Doc. 020740590839

File 2008-00054846 in

Book 12514; Page 1
	 
	Scott

	 	IA
	 	Doc. 016584770969

File 2008-00001602
	 	Doc. 016584780839

File 2008-00001603
	 
	Sioux

	 	IA
	 	File 2008; Card 437
	 	File 2008; Card 438
	 
	Taylor

	 	IA
	 	Doc. 2008786 in 

Book 161; Page 8
	 	Doc. 2008787 in

Book 161; Page 9
	 
	Washington

	 	IA
	 	Doc. 08-0211 in 

Book 2008; Page 0211
	 	Doc. 08-0212 in

Book 2008; Page 0212
	 
	Webster

	 	IA
	 	Inst. 2008-335
	 	Inst. 2008-336
	 
	Winneshiek

	 	IA
	 	Doc. 2008 197 in 

Book 2008; Page 197
	 	Doc. 2008 198 in

Book 2008; Page 198
	 
	Winnebago

	 	IA
	 	Fee Book 08-0076 in 

Book 2008; Page 0076
	 	Fee Book 08-0077 in

Book 2008; Page 0077
	 
	Wright

	 	IA
	 	Doc. 08-140 in 

Book 08; Page 140
	 	Doc. 08-141 in

Book 08; Page 141
	 
	Carroll

	 	IL
	 	Doc. 2008R-0150 in 

Book 924; Page 1
	 	Doc. 2008R-0151 in

Book 925; Page 1
	 
	Whiteside

	 	IL
	 	Doc. 410-2008
	 	Doc. 411-2008
	 
	Jo Daviess

	 	IL
	 	Doc. 339743
	 	Doc. 339744
	 
	Rock Island

	 	IL
	 	Doc. 2008-01374
	 	Doc. 2008-01375
	 
	Cottonwood

	 	MN
	 	Doc. 255292

office of the Cottonwood
County Recorder
	 	Doc. 255293

office of the Cottonwood
County Recorder
	 
	Faribault

	 	MN
	 	Doc. 342918

office of the Faribault County
Recorder
	 	Doc. 342919

office of the Faribault County
Recorder






 









 






	 	 	 	 	 	 	 
	County	 	State	 	Mortgage Indenture	 	First Supplemental Indenture
	Fillmore

	 	MN
	 	Doc. 362678

office of the Fillmore County
Recorder
	 	Doc. 362679

office of the Fillmore County
Recorder
	 
	Freeborn
Easement —
Torrens

	 	MN
	 	Doc. 474468

office of the Freeborn County
Recorder
	 	Doc. 474469

office of the Freeborn County
Recorder
	 
	 

	 	 	 	Doc. 109689

office of the Freeborn County
Registrar of Titles
	 	Doc. 109690

office of the Freeborn County
Registrar of Titles
	 
	Jackson

	 	MN
	 	Doc. A251774

office of the Jackson County
Recorder
	 	Doc. A251775

office of the Jackson County
Recorder
	 
	Le Sueur

	 	MN
	 	Doc. 353162

office of the Le Sueur County
Recorder
	 	Doc. 353163

office of the Le Sueur County
Recorder
	 
	Mower

	 	MN
	 	Doc. A000565139

office of the Mower County
Recorder
	 	Doc. A000565140

office of the Mower County
Recorder
	 
	Nobles

	 	MN
	 	Doc. A317292

office of the Nobles County
Recorder
	 	Doc. A317293

office of the Nobles County
Recorder
	 
	Rock

	 	MN
	 	Doc. 168189

office of the Rock County
Recorder
	 	Doc. 168190

office of the Rock County
Recorder
	 
	Steele

	 	MN
	 	Doc. A000354767

office of the Steele County
Recorder
	 	Doc. A000354768

office of the Steele County
Recorder
	 
	Watonwan

	 	MN
	 	Doc. 207915

office of the Watonwan
County Recorder
	 	Doc. 207916

office of the Watonwan County
Recorder
	 
	Blue Earth

	 	MN
	 	Doc. 481CR565

office of the Blue Earth
County Recorder
	 	Doc. 481CR566

office of the Blue Earth County
Recorder
	 
	Brown

	 	MN
	 	Doc. 364356

office of the Brown County
Recorder
	 	Doc. 364357

office of the Brown County
Recorder
	 
	Martin

	 	MN
	 	Doc. 2008R-392714

office of the Martin County
Recorder
	 	Doc. 2008R-392715

office of the Martin County
Recorder
	 
	Olmsted

	 	MN
	 	Doc. A1157194

office of the Olmsted County
Recorder
	 	Doc. A1157195

office of the Olmsted County  Recorder







 









 






	 	 	 	 	 	 	 
	County	 	State	 	Mortgage Indenture	 	First Supplemental Indenture
	Murray

	 	MN
	 	Doc. 230354

office of the Murray County
Recorder
	 	Doc. 230355

office of the Murray County
Recorder
	 
	Redwood

	 	MN
	 	Doc. A326435

office of the Redwood County
Recorder
	 	Doc. A326436

office of the Redwood County
Recorder
	 
	Wabasha

	 	MN
	 	Doc. A286205

office of the Wabasha County
Recorder
	 	Doc. A286206

office of the Wabasha County
Recorder
	 
	Winona

	 	MN
	 	Doc. 525959

office of the Winona County
Recorder
	 	Doc. 525960

office of the Winona County
Recorder
	 
	Clark

	 	MO
	 	Doc. 28353 in 

Book 72; Page 37
	 	Doc. 28354 in

Book 72; Page 38






 









 






 Exhibit A




DESCRIPTION OF PROPERTIES




     The following properties of the Company, owned as of the date hereof, have been acquired by
the Company subsequent to the date of the Mortgage Indenture:




 











 





Benton County, IA



Electric Line Easement dated April 25, 2008, between Gerald L. Kaplan and Eileen K. Kaplan, husband
and wife, collectively, as grantors, and ITC Midwest, LLC, a Michigan limited liability company, as
grantee, and recorded on May 16, 2008, in the office of the recorder in Benton County, IA, in Book
8, Page 2391, covering the following described lands located in the County of Benton and the State
of Iowa:




     All
that part of the Northwest Quarter (NW1/4) and of the West One-half (W1/2) of the
Southwest Quarter (SW1/4) lying North and East of the public highway over and across same, in
Section Eight (8), Township Eighty-four (84) North, Range Nine (9), West of the 5th PM., which
lies South and Easterly of the following described line: Beginning at a point on the East line of
the Northwest Quarter (NW1/4) of said Section Eight (8), said point being 1915.0 feet North of the
Southeast Comer of said Northwest Quarter (NW1/4) of
Section Eight (8); thence South 87° 30' West,
a distance of 1264.1 feet; thence South 19° 47' West, a distance
of 991.6 feet; thence South 8° 00'
West, a distance of 472.8 feet; thence South 53° 17' West, a distance of 262.2 feet; thence South
16° 51 West, a distance of 483.2 feet; thence South 37° 50' West, a distance of 248.7 feet; thence
South 43° 57' West, a distance of 450.3 feet; more or less, to the right of way line of the public
road. (For the purpose of this description the East line of the Northwest Quarter (NW1/4) of said
Section Eight (8) is taken as a true North-South line), excepting there from a tract of land
described as follows: Beginning at the Southeast corner of the Northwest Quarter (NW1/4) of said
Section Eight (8): thence due West along the South line of the
said Northwest Quarter (NW1/4),
1445.70 feet; thence North 4° 23’ East, 641.00 feet; thence
North 40° 18’ East, 983.96 feet; thence
due East, 795.87 feet to the East line of the Northwest Quarter (NW1/4) of said Section Eight (8);
thence South 1° 28' West along said East line, 1390.00 feet to the point of beginning; Except
Parcel C in the Northwest Quarter (NW1/4) of the Southwest Quarter
(SW1/4) of Section Eight (8),
Township Eighty-four (84) North, Range Nine (9) West of the 5th P.M., per Survey recorded in Book
8. Page 84, and Except Parcel D in the Northwest Quarter (NE1/4) of the of the Southwest Quarter
(SW1/4) of Section Eight (8), Township Eighty-four (84) North, Range Nine (9) West of the 5th P.M.,
per Survey recorded in Book 8, Page 85.



          This easement is to replace an existing H-Frame Structure to an A-Frame Storm Structure
located approximately 1000 feet East of the Center line of 29th Ave. along the South line of the
Northwest quarter (NW1/4) as placed at time of construction





 









 








Benton County, IA



Electric Line Easement dated May 30, 2008, between Lawrence D. Fromelius, Trustee for the Lawrence
D. Fromelius Trust, as grantor, and ITC Midwest, LLC, a Michigan limited liability company, as
grantee, and recorded on June 24, 2008, in the office of the recorder in Benton County, IA, in Book
8, Page 3002, covering the following described lands located in the County of Benton and the State
of Iowa:





That part of the Southeast Quarter of the Southwest Quarter of Section 19, Township 82 North, Range
12 West of the 5th P.M., Benton County, Iowa, described as follows:




Commencing
at the North Quarter Corner of said Section 19; thence South
02°03'07" East 5198.41 feet
along the East line of the West Half of said Section 19 to the South Quarter Corner thereof; thence
South 89°11'35" West 670.00 feet along the centerline of
8th street;
thence North 10°22'00" East 86.07
feet; thence North 79°38'00" West 14.50 feet to the point of beginning; thence continuing North
79°38'00" West 16.00 feet; thence North 10°22'00" East
32.00 feet; thence South 79°38'00" East 16.00
feet; thence South 10°22'00" East 32.00 feet to the point of beginning, containing 512 square feet.
As per attached EXHIBIT A.




For the purpose of this description, the East line of the West Half of said Section 19 is assumed
to bear South 02°03'07" East.



 









 




	 	 	 

	EXHIBIT A

	 	Benton County, IA

Book 8, Page 3002










 









 





Benton County, IA



Electric Line Easement dated May 30, 2008, between Lawrence D. Fromelius, Trustee for the Lawrence
D. Fromelius Trust, as grantor, and ITC Midwest, LLC, a Michigan limited liability company, as
grantee, and recorded on June 24, 2008, in the office of the recorder in Benton County, IA, in Book
8, Page 3003, covering the following described lands located in the County of Benton and the State
of Iowa:





A
strip of land 15.00 feet wide in the Southeast Quarter of the Southwest Quarter of Section 19,
Township 82 North, Range 12 West of the 5th P.M., Benton
County, Iowa, described as follows:




Commencing
at the North Quarter Corner of said Section 19; thence South
02°03'07" East 5198.41 feet
along the East line of the West Half of said Section 19 to the South Quarter Corner thereof; thence
South 89°11'35" West 670.00 feet along the centerline of
8th Street; thence North 10°22'00" East
33.64 feet to the North right-of-way line of said 8th Street and the point of beginning; thence
continuing North 10°22'00" East 160.00 feet and terminating at a line with an intersecting bearing
of South 89°38'04" West, containing 2,400 square feet. As per attached EXHIBIT A.




The side lines of said strip of land to be extended or shorted to terminate at the North right-of-
way line of 8th Street and the Northerly intersecting bearing.



 









 




	 	 	 

	EXHIBIT A

	 	Benton County, IA

Book 8, Page 3003










 









 





Cerro Gordo County, IA



Substation Site Easement Agreement (Primarily Transmission with Generation) dated December 20,
2007, between Interstate Power and Light Company, an Iowa corporation
(“Grantor”) and ITC Midwest,
LLC, a Michigan limited liability company (“Grantee”), and recorded on December 27, 2007, in the
office of the recorder in Cerro Gordo County, IA, as Document No. 2007-10686, as amended by the
Amendment to Substation Site Easement Agreement (Primarily Transmission with Generation) dated May
28, 2008, between Grantor and Grantee, and recorded on June 6, 2008, in the office of the recorder
in Cerro Gordo County, IA, as Document No. 2008- 4040, covering the following described lands
located in the County of Cerro Gordo and the State of Iowa:




PROPERTY CODE: 10930 — LIME CREEK



The North 660.0 feet of that portion of the Northeast Quarter of the Southeast Quarter of Section
4, Township 97 North, Range 20 West of the 5th P.M., lying Westerly of the Westerly right-of-way of
the Chicago and Northwestern Railroad (formerly the Chicago and Great Western Railroad) and
containing 14.22 acres.



Also that portion of the Northwest Quarter of the Southeast Quarter of Section 4, Township 97
North, Range 20 West of the 5th P.M. described as follows: Commencing at the Northwest corner of
the Northwest Quarter of the Southeast Quarter; thence South
00°00'00" East 317.65 feet along the
West line of said Northwest Quarter of the Southeast Quarter to the point of beginning; thence
continuing South 00°00'00" East 100.00 feet along the West line of said Northwest Quarter of the
Southeast Quarter; thence South 88°20'50" East 115.05 feet to the Easterly line of U.S. Highway
#65; thence North 35°29'40" East 15.02 feet to a point on a line 405 feet Southerly from and
parallel with the northerly line of said Northwest Quarter of the Southeast Quarter; thence South
88°20'50" East 1196.03 feet along said parallel line to the Easterly line of said Northwest Quarter
of the Southeast Quarter: thence North 00°01'00" East 75.03 feet along the Easterly line of said
Northwest Quarter of the Southeast Quarter to a point on a line 330 feet Southerly from and
parallel with the Northerly line of said Northwest Quarter of the Southeast Quarter; thence North
88°20'50" West 1196.05 feet along said parallel line; thence
North 34°24'30" West 15.44 feet to said
Easterly line of U.S. Highway #65; thence North 88°20'50" West 115.05 feet to the point of
beginning; subject to existing public right-of-way along the west
side thereof and containing 2.34
acres: also subject to easement granted by Interstate Power Company to Sue Ann Dougan and assigns
across said 2.34 acre tract from North to South at any and all points along the boundaries of said
parcel, dated March 4, 1970, recorded March 9, 1970, in
Misc. Record “AE” Page 163, Records of Cerro
Gordo County Recorder; together with the right of direct access to and from this property onto
Primary Highway U.S. #65 at Station 194+93.05 by Permit Number 2-577 from the Iowa State Highway
Commission dated March 27, 1970 recorded April 6, 1970 in
Book “AE” of Misc., Page 215, records of
Cerro Gordo County, Iowa.



Said easement is confined to an area approximately 550 FEET BY 300 FEET, which is limited to the
now existing substation site as generally shown on the attached Exhibit A, which by this reference
is made a part hereof.





 









 







	 	 	 

	EXHIBIT A

	 	Cerro Gordo County, IA










 









 





Greene County, IA



Electric Line Easement dated August 21, 2008, between West Central Cooperative, an Iowa Cooperative
Association, as grantor, and ITC Midwest, LLC, a Michigan limited liability company, as grantee,
and recorded on September 4, 2008, in the office of the recorder in Greene County, IA, as File No.
2008-1596, in Book 27, Page 172, covering the following described lands located in the County of
Greene and the State of Iowa:





Lot C of Lot 28, of the Northwest Quarter (NW1/4) of the Southwest Quarter (SW1/4) of Section 33,
Township 84 North, Range 29 West of the 5th P.M., Greene County. Iowa, according to Plat of Survey
in Book 110, on Page 215




The easement area being a strip of land Twenty-five (25) feet on each side of the centerline of the
electric line, placed at time of construction, located North of
217th Street and East of Highway
144.



Greene County, IA



Overhang Easement dated October 8, 2008, between Ralph A. Miller and Wei Miller, husband and wife,
collectively, as grantors, and ITC Midwest, LLC, a Michigan limited liability company, as grantee,
and recorded on October 24, 2008, in the office of the recorder in Greene County, IA, as File No.
2008-1912, in Book 27, Page 200, covering the following described lands located in the County of
Greene and the State of Iowa:





The easement area being the South 25 feet of the following described property:




Lot
Six (6), that part in the Northwest Quarter (NW 1⁄4) of the
Northwest Quarter (NW 1⁄4) of Section Nine
(9), Township Eighty-three (83) North, Range Twenty-nine
(29) West of the 5th P.M., Greene County,
Iowa



 









 





Mitchell County, IA



Electric Line Easement dated May 22, 2008, between Sandra E. Koenigs, as grantor, and ITC Midwest,
LLC, a Michigan limited liability company, as grantee, and recorded on August 18, 2008, in the
office of the recorder in Mitchell County, IA, as Document 2008 1580, in Book 2008, Page 1580,
covering the following described lands located in the County of Mitchell and the State of Iowa:





A permanent easement for transmission line 180 feet in width over, across and upon that part of the
Southeast Quarter of the Northeast Quarter of Section 16, Township 100, Range 15 West of the 5th
P.M., Mitchell County, Iowa:




which lies 90 feet on each side of the following described centerline of the transmission line;
commencing at the Northwest corner of said Southwest Quarter of the Northwest Quarter; thence South
00°14'00" East 475.65 feet along the East line of said Northeast Quarter to the point of beginning
for the centerline of the transmission line to be described; thence
North 75°00'00" West 326.37
feet to the centerline of an existing transmission line easement recorded as Document No. 4471 in
Book Z of Miscellaneous, Page 70 on November 23, 1964 in the Office of the County Recorder,
Mitchell County, Iowa and said centerline there terminating;




And which lies Northeasterly of an existing easement recorded as Document No. 4471 in Book Z of
Miscellaneous, Page 70 on November 23, 1964 in the Office of the County Recorder, Mitchell County,
Iowa.




It
is intended that the sidelines of said easement be extended or shortened to intersect the East
line of said Northeast Quarter and the Northeasterly line of the existing easement.




Subject to the Right of Way for the existing road along the East line of said Northeast Quarter.



 









 





Mitchell County, IA



Electric Line Easement dated July 25, 2008, between Timothy Koch and Lynda Koch, a married couple
and joint tenants as to an undivided one-third interest, Colleen Jennings and Jeff Jennings, a
married couple and joint tenants as to an undivided one-third interest, and Marilee Koch as to an
undivided one-third interest, collectively, as grantors, and ITC Midwest, LLC, a Michigan limited
liability company, as grantee, and recorded on August 18, 2008, in the office of the recorder in
Mitchell County, IA, as Document 2008 1581, in Book 2008, Page 1581, covering the following
described lands located in the County of Mitchell and the State of Iowa:





A permanent easement for transmission line 180 feet in width over, across and upon that part of the
Southwest Quarter of the Northwest Quarter of Section 15,
Township 100, Range 15 West of the 5th P.M., Mitchell County, Iowa:




which lies 90 feet on each side of the following described centerline of the transmission line;
commencing at the Northwest corner of said Southwest Quarter of the Northwest Quarter, thence South
00°14'00" East 1328.72 feet along the West line of said Northwest Quarter to the Southwest corner of
said Northwest Quarter thence North 89°14’06” East 655.15 feet to the point of beginning for the
centerline of the transmission line to be described; thence North 00°06'58" West 473.32 feet; thence
North 75°00'00" West 286.62 feet and said centerline there terminating;




And, which lies Southerly of the parcel described on the Plat of Survey recorded as Document No.
2007-2143, Book 2007, Page 2143 in the office of the Mitchell County Recorder, Mitchell County,
Iowa.




It Is intended that the sidelines of said easement be extended or shortened to intersect the
South line of said Northwest Quarter and the Southerly line of said parcel described on the Plat of
Survey.



 









 





Mitchell County, IA



Electric Line Easement dated July 2, 2008, between Leo F. Jordan and Margaret H. Jordan, husband
and wife, collectively, as grantors, and ITC Midwest, LLC, a Michigan limited liability company, as
grantee, and recorded on August 18, 2008, in the office of the recorder in Mitchell County, IA, as
Document 2008 1582, in Book 2008, Page 1582, covering the following described lands located in the
County of Mitchell and the State of Iowa:





A permanent easement for transmission line 180 feet in width over, across and upon that part of the
Northwest Quarter of the Southwest Quarter of Section 15, Township 100, Range 15 West of the 5th 
P.M., Mitchell County, Iowa:




which lies 90 feet on each side of the following described centerline of the transmission line:
commencing at the Northwest corner of said Southwest Quarter of the Northwest Quarter; thence South
00°14'00" East 132872 feet along the West line of said Northwest Quarter to the Southwest corner of
said Northwest Quarter; thence North 89°14'06" East 655.15 feet to the point of beginning for the
centerline of the transmission line to be described; thence South 00°42'19" East 440.05 feet to the
centerline of an existing transmission line easement recorded as Document No. 4470 in Book Z of
Miscellaneous, Page 66 on November 23, 1964 in the Office of the County Recorder, Mitchell County,
Iowa and said centerline there terminating;




And, which lies Northeasterly of an existing easement recorded as Document No. 4470 in Book Z of
Miscellaneous, Page 66 on November 23, 1964 in the Office of the County Recorder, Mitchell County,
Iowa.




It is intended that the sidelines of said easement be extended or shortened to intersect the North
line of said Southwest Quarter and the Northeasterly line of said existing easement.



Story County, IA



Electric Line Easement dated July 30, 2008, between Ronald G. Huhn, as grantor, and ITC Midwest,
LLC, a Michigan limited liability company, as grantee, and recorded on August 13, 2008, in the
office of the recorder in Story County, IA, as Instrument No. 2008-00009193, covering the
following described lands located in the County of Story and the State of Iowa:





 The Southeast Quarter (SE1/4) of Section 15, Township 84 North, Range 21 West of the 5th  P.M.,
Story County, Iowa.




The easement area being more particularly described as the South 25 feet of the North 61 feet of
the East 726 of the Northeast Quarter (NE1/4) of the Southeast Quarter (SEI/4) of Section 15,
Township 84 North, Range 21 West of the 5th P.M., Story County, Iowa. All in the above described
property.