Ex-10.103



 Exhibit 10.103 
 U.S. $175,000,000 
 REVOLVING CREDIT AGREEMENT, 

dated as of May 31, 2012, 
 ITC MIDWEST LLC 
 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 LLC, 

BARCLAYS BANK PLC, 
 as Joint Lead Arrangers and Joint Bookrunners 
 BARCLAYS BANK PLC,

 as Syndication Agent 







 TABLE OF CONTENTS 

 

							
	 	 	 	  	Page	 
		
	 ARTICLE 1 DEFINITIONS
	  	 	1	  
	 1.1
	 	 Defined Terms
	  	 	1	  
	 1.2
	 	 Accounting Terms; GAAP
	  	 	14	  
	 1.3
	 	 Interpretation
	  	 	15	  
		
	 ARTICLE 2 AMOUNT AND TERMS OF CREDIT
	  	 	15	  
	 2.1
	 	 Commitments
	  	 	15	  
	 2.2
	 	 Minimum Amount of Each Borrowing; Maximum Number of Borrowings
	  	 	15	  
	 2.3
	 	 Notice of Borrowing
	  	 	15	  
	 2.4
	 	 Disbursement of Funds
	  	 	16	  
	 2.5
	 	 Repayment of Loans; Evidence of Debt
	  	 	17	  
	 2.6
	 	 Changes in Type of Revolving Credit Loan
	  	 	18	  
	 2.7
	 	 Pro Rata Borrowings
	  	 	19	  
	 2.8
	 	 Interest and Fees
	  	 	19	  
	 2.9
	 	 Interest Periods
	  	 	20	  
	 2.10
	 	 Increased Costs, Illegality, etc.
	  	 	21	  
	 2.11
	 	 Compensation
	  	 	23	  
	 2.12
	 	 Change of Lending Office
	  	 	24	  
	 2.13
	 	 Notice of Certain Costs
	  	 	24	  
	 2.14
	 	 Defaulting Lenders
	  	 	24	  
		
	 ARTICLE 3 LETTERS OF CREDIT
	  	 	26	  
	 3.1
	 	 Letters of Credit
	  	 	26	  
	 3.2
	 	 Letter of Credit Requests and Information to Administrative Agent
	  	 	27	  
	 3.3
	 	 Letter of Credit Participations
	  	 	27	  
	 3.4
	 	 Agreement to Repay Letter of Credit Drawings
	  	 	29	  
	 3.5
	 	 Increased Costs
	  	 	30	  
	 3.6
	 	 Successor Letter of Credit Issuer
	  	 	31	  
		
	 ARTICLE 4 FEES; COMMITMENTS
	  	 	32	  
	 4.1
	 	 Fees
	  	 	32	  
	 4.2
	 	 Voluntary Reduction of Revolving Credit Commitments
	  	 	33	  
	 4.3
	 	 Mandatory Termination of Commitments
	  	 	33	  
		
	 ARTICLE 5 PAYMENTS
	  	 	33	  
	 5.1
	 	 Prepayments
	  	 	33	  


  
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	 5.2
	 	Method and Place of Payment	  	 	34	  
	 5.3
	 	 Net Payments
	  	 	34	  
	 5.4
	 	 Computations of Interest and Fees
	  	 	38	  
		
	 ARTICLE 6 CONDITIONS PRECEDENT
	  	 	39	  
	 6.1
	 	 Conditions Precedent to Initial Effectiveness
	  	 	39	  
	 6.2
	 	 Conditions Precedent to All Credit Events
	  	 	40	  
		
	 ARTICLE 7 REPRESENTATIONS AND WARRANTIES
	  	 	41	  
	 7.1
	 	 Organizational Status
	  	 	41	  
	 7.2
	 	 Capacity, Power and Authority
	  	 	41	  
	 7.3
	 	 No Violation
	  	 	41	  
	 7.4
	 	 Litigation
	  	 	42	  
	 7.5
	 	 Governmental Approvals
	  	 	42	  
	 7.6
	 	 True and Complete Disclosure
	  	 	42	  
	 7.7
	 	 Financial Condition; Financial Statements
	  	 	43	  
	 7.8
	 	 Tax Returns and Payments
	  	 	43	  
	 7.9
	 	 Environmental Matters
	  	 	43	  
	 7.10
	 	 Properties
	  	 	44	  
	 7.11
	 	 Pension and Welfare Plans
	  	 	44	  
	 7.12
	 	 Regulations U and X
	  	 	44	  
	 7.13
	 	 Investment Company Act
	  	 	44	  
	 7.14
	 	 No Material Adverse Change
	  	 	44	  
	 7.15
	 	 Deemed Repetition of Representations and Warranties
	  	 	44	  
		
	 ARTICLE 8 AFFIRMATIVE COVENANTS
	  	 	45	  
	 8.1
	 	 Information Covenants
	  	 	45	  
	 8.2
	 	 Books, Record and Inspections
	  	 	47	  
	 8.3
	 	 Maintenance of Insurance
	  	 	48	  
	 8.4
	 	 Payment of Taxes
	  	 	48	  
	 8.5
	 	 Organizational Existence
	  	 	48	  
	 8.6
	 	 Compliance with Statutes, Obligations, etc.
	  	 	48	  
	 8.7
	 	 Good Repair
	  	 	48	  
	 8.8
	 	 Transactions with Affiliates
	  	 	49	  
	 8.9
	 	 End of Fiscal Years; Fiscal Quarters
	  	 	49	  
	 8.10
	 	 Use of Proceeds
	  	 	49	  
	 8.11
	 	 Changes in Business
	  	 	49	  


  
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	 ARTICLE 9 NEGATIVE COVENANTS
	  	 	49	  
	 9.1
	 	 Limitation on Liens
	  	 	50	  
	 9.2
	 	 Limitation on Fundamental Changes
	  	 	51	  
	 9.3
	 	 Limitation on Dividends
	  	 	52	  
	 9.4
	 	 Debt to Capitalization Ratio
	  	 	52	  
	 9.5
	 	 Limitation on Sale-Lease Back Transactions
	  	 	52	  
		
	 ARTICLE 10 EVENTS OF DEFAULT
	  	 	53	  
	 10.1
	 	 Payments
	  	 	53	  
	 10.2
	 	 Representations, etc.
	  	 	53	  
	 10.3
	 	 Covenants
	  	 	53	  
	 10.4
	 	 Default Under Other Agreements
	  	 	53	  
	 10.5
	 	 Bankruptcy, etc.
	  	 	54	  
	 10.6
	 	 Judgments
	  	 	54	  
	 10.7
	 	 Change of Ownership
	  	 	54	  
	 10.8
	 	 Pension Plans
	  	 	54	  
	 10.9
	 	 Remedies
	  	 	55	  
	 10.10
	 	 Remedies Cumulative
	  	 	55	  
		
	 ARTICLE 11 THE ADMINISTRATIVE AGENT
	  	 	56	  
		
	 ARTICLE 12 MISCELLANEOUS
	  	 	58	  
	 12.1
	 	 Amendments and Waivers
	  	 	58	  
	 12.2
	 	 Notices
	  	 	59	  
	 12.3
	 	 No Waiver; Cumulative Remedies
	  	 	60	  
	 12.4
	 	 Survival of Representations and Warranties
	  	 	61	  
	 12.5
	 	 Payment of Expenses and Taxes
	  	 	61	  
	 12.6
	 	 Successors and Assigns; Participations and Assignments
	  	 	62	  
	 12.7
	 	 Replacements of Lenders under Certain Circumstances
	  	 	66	  
	 12.8
	 	 Adjustments; Set-off
	  	 	67	  
	 12.9
	 	 Marshalling; Payments Set Aside
	  	 	68	  
	 12.10
	 	 Counterparts
	  	 	68	  
	 12.11
	 	 Severability
	  	 	68	  
	 12.12
	 	 Integration
	  	 	68	  
	 12.13
	 	 Governing Law
	  	 	68	  
	 12.14
	 	 Submission to Jurisdiction; Waivers
	  	 	69	  
	 12.15
	 	 Acknowledgements
	  	 	69	  


  
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	 12.16
	 	 Waivers of Jury Trial
	  	 	70	  
	 12.17
	 	 Confidentiality
	  	 	70	  
	 12.18
	 	 Treatment of Revolving Credit Loans
	  	 	70	  
	 12.19
	 	 USA Patriot Act
	  	 	71	  
	 12.20
	 	 No Fiduciary Duty
	  	 	71	  

 SCHEDULES: 
  

			
	 Schedule I
	  	Commitments
	 Schedule II
	  	Environmental Matters
	 Schedule III
	  	Pension and Welfare Matters
	 Schedule IV
	  	Outstanding Liens on Closing Date

 EXHIBITS: 
  

			
	 Exhibit A
	  	Form of Notice of Borrowing
	 Exhibit B
	  	Form of Notice of Continuation
	 Exhibit C
	  	Form of Letter of Credit Request
	 Exhibit D
	  	Form of Closing Date Certificate
	 Exhibit E
	  	Form of Compliance Certificate
	 Exhibit F
	  	Form of Assignment and Assumption


  
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 REVOLVING CREDIT AGREEMENT, dated as of May 31, 2012, among ITC MIDWEST LLC, a
Michigan limited liability company (the “Borrower”), various financial institutions and other Persons from time to time parties hereto as lenders (each a “Lender” and, collectively, the “Lenders”)
and JPMORGAN CHASE BANK, N.A. (“JPMCB”), as administrative agent (in such capacity, the “Administrative Agent”). 
 The Borrower has requested that the Lenders make senior loans to it in an aggregate principal amount not exceeding $175,000,000 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: 
 ARTICLE 1 

DEFINITIONS 
 As used herein, the following terms shall have the meanings specified in this Article 1 unless the context otherwise requires (it being understood that defined terms in this Agreement shall include
in the singular number the plural and in the plural the singular): 
 1.1 Defined Terms. 

“ABR” shall mean, for any day, a rate per annum equal to the greatest of (a) the rate of interest (however
designated) established by the Administrative Agent as its prime rate in effect at its principal office in New York, New York, (b) the Federal Funds Effective Rate in effect on such day plus 0.50% and (c) LIBOR for a one month interest
period on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1.00%. Any change in the ABR due to a change in any of the foregoing rates shall be effective as of the opening of business on the effective date
of such change in such rate. 
 “ABR Loan” shall mean each Loan bearing interest at the rate provided in
Section 2.8(a). 
 “Administrative Agent” shall have the meaning provided in the preamble to this
Agreement and shall include such other financial institution as may be appointed as the successor administrative agent in the manner and to the extent described in Article 11. 

“Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent.

 “Affiliate” shall mean, with respect to any Person, (a) any other Person directly or indirectly
controlling, controlled by, or under direct or indirect common control with such Person, and (b) any other Person in which such Person directly or indirectly through Subsidiaries has a 10% or greater equity interest. A Person shall be deemed to
control a Person if such Person possesses, directly or indirectly, the power (i) to vote 10% or more of the Voting Stock having ordinary voting power for the election of directors (or the equivalent) of such other Person or (ii) to direct
or cause the direction of the management and policies of such other Person, whether through the ownership of Capital Stock, by contract or otherwise. 
 “Agreement” shall mean this Revolving Credit Agreement, as the same may be amended, modified, supplemented, restated or replaced from time to time. 

  








 “Applicable Margin” and “Commitment Fee Rate” shall mean,
for any day, the applicable rate per annum set forth below under the caption “Applicable Margin” or “Commitment Fee Rate”, respectively, based upon the ratings by Moody’s and S&P, respectively, applicable on such date to
the Borrower’s non-credit-enhanced long term senior unsecured debt: 
  

															
	 Debt Ratings
 Moody’s/S&P
	 	  	  	Commitment
Fee	 	 	Applicable Margin	 
	 	  	 	 LIBOR
	 	 	 ABR
	 
	 Category 1

>A1/A+
	 		  	 	0.085	% 	 	 	0.875	% 	 	 	0.00	% 
	 Category 2

= A2/A
	 		  	 	0.100	% 	 	 	1.00	% 	 	 	0.00	% 
	 Category 3

=A3/A-
	 		  	 	0.125	% 	 	 	1.125	% 	 	 	0.125	% 
	 Category 4

=Baa1/BBB+
	 		  	 	0.175	% 	 	 	1.250	% 	 	 	0.250	% 
	 Category 5

<Baa2/BBB
	 		  	 	0.225	% 	 	 	1.500	% 	 	 	0.500	% 

 For purposes of this definition, (i) if no non-credit-enhanced long term senior unsecured debt
rating is available, the Applicable Margin and the Commitment Fee Rate shall be determined by reference to the Category next below the Borrower’s long term senior secured debt rating, (ii) if the ratings established by Moody’s and
S&P shall fall within different Categories, the Applicable Margin and the Commitment Fee Rate shall be based on the higher of the two ratings unless one of the two ratings is two or more Categories lower than the other, in which case the
Applicable Margin and the Commitment Fee Rate shall be determined by reference to the Category next below the higher of the two Categories, (iii) if only one rating is available from either Moody’s or S&P, then such rating shall be
used to determine the applicable Category, (iv) if neither Moody’s nor S&P shall have in effect a rating for the Borrower’s non-credit-enhanced long term senior unsecured debt and neither Moody’s nor S&P shall have in
effect a rating for the Borrower’s long term senior secured debt, then Category 5 above shall apply, and (v) if the ratings established or deemed to have been established by Moody’s and S&P shall be changed (other than as a result
of a change in the rating system of Moody’s or S&P), such change shall be effective as of the date on which it is first announced by the applicable rating agency. Each change in the Applicable Margin and Commitment Fee Rate shall apply
during the period commencing on the effective date of such change and ending on the date immediately preceding the effective date of the next such change. If the rating system of 

  
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Moody’s or S&P shall change, or if either such rating agency shall cease to be in the business of rating corporate debt obligations, the Borrower and the Lenders shall negotiate in good
faith to amend this definition to reflect such changed rating system or the unavailability of ratings from such rating agency and, pending the effectiveness of any such amendment, the Applicable Margin and the Commitment Fee Rate shall be determined
by reference to the rating most recently in effect prior to such change or cessation. 
 “Approved Fund” shall
mean any Person (other than a natural person) that is or will be engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business and that is administered or
managed by a Lender, an Affiliate of a Lender or an entity or an Affiliate of an entity that administers or manages a Lender. 

“Arranger” and “Arrangers” shall mean J.P. Morgan Securities LLC and Barclays Bank PLC, individually or
collectively, as the context requires. 
 “Assignee” shall have the meaning provided in
Section 12.6(b)(i). 
 “Assignment and Assumption” shall mean an assignment and assumption
agreement substantially in the form of Exhibit F hereto or otherwise in a form that is reasonably satisfactory to the Administrative Agent and delivered by each Assignee to the Administrative Agent pursuant to Section 12.6(b)(ii)(C).

 “Assignment Effective Date” shall have the meaning provided in Section 12.6(b)(iii). 

“Attributable Value” means, with respect to any Sale and Leaseback Transaction, as of the time of determination, the
lesser of (i) the sale price of the property or assets so leased multiplied by a fraction the numerator of which is the remaining portion of the base term of the lease included in such Sale and Leaseback Transaction and the denominator of which
is the base term of such lease, and (ii) the total obligation (discounted to present value at the rate of interest specified by the terms of such lease) of the lessee for rental payments (other than amounts required to be paid on account of
property taxes as well as maintenance, repairs, insurance, water rates and other items which do not constitute payments for property rights) during the remaining portion of the base term of the lease included in such Sale and Leaseback Transaction.

 “Authorized Officer”, as applied to any Person, shall mean the Chief Executive Officer, the President, any
Executive Vice-President, any Senior Executive Vice President, any Senior Vice-President, the Chief Financial Officer, the Treasurer or General Counsel of such Person or any other senior officer of such Person designated as such in writing to the
Administrative Agent by such Person. 
 “Available Revolving Credit Commitment” shall mean, with respect to any
Lender, an amount equal to the excess, if any, of (a) the amount of such Lender’s Revolving Credit Commitment over (b) the sum of (i) the aggregate principal amount of all Revolving Credit Loans of such Lender then outstanding
and (ii) that portion of such Lender’s Letter of Credit Exposure. 
 “Bankruptcy Code” shall have the
meaning provided in Section 10.5. 

  
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 “Bankruptcy Event” means, with respect to any Person, such Person becomes
the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with the reorganization or liquidation of its business
appointed for it, or, in the good faith determination of the Administrative Agent, has taken any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any such proceeding or appointment, provided that a Bankruptcy
Event shall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person by a Governmental Authority or instrumentality thereof, provided, further, that such ownership interest does not result
in or provide such Person with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Person (or such Governmental Authority or instrumentality) to
reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person. 
 “Borrower” shall
have the meaning provided in the recitals to this Agreement. 
 “Borrowing” shall mean the incurrence of one
Type of Revolving Credit Loan on a given date (or resulting from conversions or continuations on a given date) and having, in the case of LIBOR Loans, the same LIBOR Period (provided that ABR Loans incurred pursuant to Section 2.10(b)
shall be considered part of any related Borrowing of LIBOR Loans). 
 “Business” shall have the meaning
provided in Section 8.11. 
 “Business Day” shall mean (a) for all purposes other than as
covered by clause (b) below, any day excluding Saturday, Sunday and any day that shall be in the City of New York a legal holiday or a day on which banking institutions are authorized or required by law or other governmental actions to close,
and (b) with respect to all notices and determinations in connection with, and payments of principal and interest on, LIBOR Loans, any day that is a Business Day described in clause (a) excluding any day that shall be in the City of London
a legal holiday or a day on which banking institutions are authorized or required by law or other governmental actions to close. 
 “Capital Lease”, as applied to any Person, shall mean any lease of any property (whether real, personal or mixed) by that Person as lessee that, in conformity with GAAP, is, or is
required to be, accounted for as a finance lease obligation on the balance sheet of that Person. 
 “Capital
Stock” shall mean common shares, preferred shares or other equivalent equity interests (howsoever designated) of capital stock of a corporation, equity preferred or common interests or membership interests in a limited liability company,
limited or general partnership interests in a partnership or any other equivalent of such ownership interest. 

“Capitalized Lease Obligations” shall mean, as applied to any Person, all obligations under Capital Leases of such
Person and its Subsidiaries, in each case taken at the amount thereof accounted for as liabilities in accordance with GAAP. 

“Change of Ownership” shall mean and be deemed to have occurred if (i) any person or group (within the meaning of
the Securities and Exchange Act of 1934, as amended, and the rules of the Securities and Exchange Commission thereunder) shall become, directly or 

  
 4 








 
indirectly, the beneficial owner of capital stock representing more than 35% of the ordinary voting power represented by the issued and outstanding Voting Stock of ITC Holdings; and/or
(ii) ITC Holdings ceases to own, directly or indirectly, 100% of the Voting Stock of the Borrower; and/or (iii) a majority of the incumbent directors of ITC Holdings ceases to be persons who were either (x) directors of ITC Holdings
on the Closing Date or (y) new directors (such persons being called herein “New Members”) appointed or nominated for election by one or more persons who were members of the board of directors of ITC Holdings on the Closing Date
or who were appointed or nominated by one or more such New Members whether or not they were members on the Closing Date. 

“Closing Date” shall mean May 31, 2012. 
 “Closing Date Certificate” shall have the meaning provided in Section 6.1(b). 
 “Code” shall mean the Internal Revenue Code of 1986, and the regulations thereunder, in each case as amended, reformed or otherwise modified from time to time. 

“Commitment Fee Rate” shall have the meaning given to that term in the definition of “Applicable Margin”.

 “Compliance Certificate” shall have the meaning provided in Section 8.1(c). 

“Confidential Information” shall have the meaning provided in Section 12.17. 

“Control”, “Controls” and “Controlled”, when used with respect to any Person, shall
mean the power to direct the management and policies of such Person, directly or indirectly, whether through ownership of Voting Stock, by contract or otherwise. 
 “Controlled Group”, when used with respect to the Borrower, shall mean all members of a controlled group of corporations and all members of a controlled group of trades or businesses
(whether or not incorporated) under common control which, together with such Person, are treated as a single employer under Section 414(b) or 414(c) of the Code or Section 4001 of ERISA. 

“Credit Event” shall mean and include the making (but not the conversion or continuation) of a Revolving Credit Loan and
the issuance, extension or increase of a Letter of Credit. 
 “Credit Party” means the Administrative Agent,
the Letter of Credit Issuer or any Lender. 
 “Debt to Capitalization Ratio” shall mean, with respect to the
Borrower, as of any date of determination, the ratio of (a) Total Debt for the Borrower as of such date to (b) Total Capitalization for the Borrower as of such date. 
 “Default” shall mean any event, act or condition that with notice or lapse of time, or both, would constitute an Event of Default. 

  
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 “Defaulting Lender” shall mean any Lender, as reasonably determined by the
Administrative Agent, that (a) has failed, within three (3) Business Days of the date required to be funded or paid, to (i) fund any portion of its Revolving Credit Loans, (ii) fund any portion of its participations in Letters of
Credit or (iii) pay over to any Credit Party any other amount required to be paid by it hereunder, unless, in the case of clause (i) above, such Lender notifies the Administrative Agent in writing that such failure is the result of such
Lender’s good faith determination that a condition precedent to funding (specifically identified and including the condition precedent, together with any applicable default) has not been satisfied, (b) has notified the Borrower or any
Credit Party in writing, or has made a public statement to the effect, that it does not intend or expect to comply with any of its funding obligations under this Agreement (unless such writing or public statement indicates that such position is
based on such Lender’s good faith determination that a condition precedent (specifically identified and including the condition precedent, together with any applicable default) to funding a loan under this Agreement cannot be satisfied) or
generally under other agreements in which it commits to extend credit, (c) has failed, within three (3) Business Days after written request by the Administrative Agent, acting in good faith, to provide a certification in writing from an
authorized officer of such Lender that it will comply with its obligations to fund prospective Revolving Credit Loans and participations in then outstanding Letters of Credit under this Agreement, provided that such Lender shall cease to be a
Defaulting Lender pursuant to this clause (c) upon the Administrative Agent’s receipt of such certification in form and substance satisfactory to it, or (d) has become, or has a Parent that has become, the subject of a Bankruptcy
Event. 
 “Dollars” and “$” shall mean lawful currency of the United States. 

“Environmental Claims” shall mean, with respect to any Person, any and all administrative, regulatory or judicial
actions, suits, demands, demand letters, claims, liens, notices of non-compliance, investigations (other than internal reports prepared by such Person or any of its Subsidiaries (a) in the ordinary course of such Person’s business or
(b) as required in connection with a financing transaction or an acquisition or disposition of real estate) or proceedings relating in any way to any Environmental Law or any permit issued, or any approval given, under any such Environmental
Law (hereinafter, “Claims”), including (i) any and all Claims by governmental or regulatory authorities for enforcement, cleanup, removal, response, remedial or other actions or damages pursuant to any applicable Environmental
Law and (ii) any and all Claims by any third party seeking damages, contribution, indemnification, cost recovery, compensation or injunctive relief resulting from Hazardous Materials or arising from alleged injury or threat of injury to health,
safety (with respect to Hazardous Materials or conditions in the environment) or the environment. 
 “Environmental
Law” shall mean any applicable federal, provincial, state, foreign or local statute, law, rule, regulation, ordinance, code and rule of common law now or hereafter in effect and in each case as amended, and any binding judicial or
administrative interpretation thereof, including any binding judicial or administrative order, consent decree or judgment, relating to the environment, human health or safety (with respect to Hazardous Materials or conditions in the environment) or
Hazardous Materials. 

  
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 “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as
amended, and any successor statute thereto of similar import, together with the regulations thereunder, in each case as in effect from time to time. References to Sections of ERISA also refer to any successor Sections thereto. 

“Event of Default” shall have the meaning provided in Article 10. 

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor
version that is substantively comparable and not materially more onerous to comply with) and any current or future regulations or official interpretations thereof. 
 “Federal Funds Effective Rate” shall mean, for any day, the weighted average of the per annum rates on overnight federal funds transactions with members of the Federal Reserve System
arranged by federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for the day of such
transactions received by the Administrative Agent from three federal funds brokers of recognized standing selected by it. 

“Fees” shall mean all amounts payable pursuant to, or referred to in, Section 4.1. 

“Finance Parties” shall mean the Administrative Agent and the Lenders. 

“First Mortgage Indenture” shall mean the First Mortgage Deed of Trust dated as of January 14, 2008 between ITC
Midwest LLC and the Bank of New York Mellon Trust Company, N.A., as trustee thereunder, as the same may be amended, supplemented or otherwise modified and in effect from time to time. 

“Fronting Fee” shall have the meaning provided in Section 4.1(c). 

“F.R.S. Board” shall mean the Board of Governors of the Federal Reserve System or any successor thereto. 

“GAAP” shall mean generally accepted accounting principles in the United States as in effect from time to time, subject
to Section 1.2. 
 “Governmental Authority” shall mean any nation or government, any state or other
political subdivision thereof, and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central
Bank) and any group or body charged with setting financial accounting or regulatory capital rules or standards (including, without limitation, the Financial Accounting Standards Board, the Bank for International Settlements or the Basel Committee on
Banking Supervision or any successor or similar authority to any of the foregoing). 
 “Guarantee Obligations”
shall mean, as to any Person, any obligation of such Person guaranteeing or intended to guarantee any Indebtedness of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including any obligation
of such Person, 

  
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whether or not contingent, (a) to purchase any such Indebtedness or any property constituting direct or indirect security therefor, (b) to advance or supply funds (i) for the
purchase or payment of any such Indebtedness or (ii) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (c) to purchase property, securities or
services primarily for the purpose of assuring the owner of any such Indebtedness of the ability of the primary obligor to make payment of such Indebtedness or (d) otherwise to assure or hold harmless the owner of such Indebtedness against loss
in respect thereof; provided that, the term “Guarantee Obligations” shall not include endorsements of instruments for deposit or collection in the ordinary course of business. The amount of any Guarantee Obligation shall be deemed to be an
amount equal to the stated or determinable amount of the Indebtedness in respect of which such Guarantee Obligation is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof (assuming such Person is
required to perform thereunder) as determined by such Person in good faith or, if the Guarantee Obligation is expressly limited to a specified amount, such specified amount. 
 “Hazardous Material” shall mean (a) any petroleum or petroleum products, radioactive materials, friable asbestos, urea formaldehyde foam insulation, transformers or other equipment
that contain dielectric fluid containing regulated levels of polychlorinated biphenyls, and radon gas; (b) any chemicals, materials or substances defined as or included in the definition of “hazardous substances”, “hazardous
waste”, “hazardous materials”, “extremely hazardous waste”, “restricted hazardous waste”, “toxic substances”, “toxic pollutants”, “contaminants”, or “pollutants”, or words of
similar import, under any applicable Environmental Law; and (c) any other chemical, material or substance, exposure to which is prohibited, limited or regulated by any Governmental Authority. 

“Hostile Take-Over Bid” shall mean an offer to purchase a controlling interest in any Person by the Borrower or any of
its Subsidiaries or in which the Borrower or any of its Subsidiaries is involved, in respect of which the board of directors (or equivalent governing body for such entity) of the target entity has recommended against acceptance of such offer to the
target entity’s shareholders or equity holders or which is similarly opposed or contested. 
 “including”
and “include” shall mean including without limiting the generality of any description preceding such term, and, for purposes of this Agreement, the parties hereto agree that the rule of ejusdem generis shall not be applicable to
limit a general statement, which is followed by or referable to an enumeration of specific matters, to matters similar to the matters specifically mentioned. 
 “Indebtedness” of any Person shall mean (a) all indebtedness of such Person for borrowed money, (b) the deferred purchase price of assets or services that in accordance with
GAAP would be classified as a liability on the balance sheet of such Person, (c) the face amount of all letters of credit issued for the account of such Person and, without duplication, all drafts drawn thereunder, (d) all Indebtedness of
a second Person secured by any Lien on any property owned by such first Person, whether or not such Indebtedness has been assumed, (e) all Capitalized Lease Obligations of such Person, (f) all existing payment obligations of such Person
under interest rate swap, cap or collar agreements, interest rate future or option contracts, currency swap agreements, currency future or option contracts and other similar agreements, (g)

  
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all existing payment obligations of such Person under commodity future contracts and other similar agreements and (h) without duplication, all Guarantee Obligations of such Person; provided
that, Indebtedness shall not include current payables and accrued expenses, in each case arising in the ordinary course of business. 
 “ITC Holdings” shall mean ITC Holdings Corp., a Michigan corporation. 
 “L/C Maturity Date” shall mean the date that is five Business Days prior to the Revolving Credit Maturity Date. 
 “L/C Participant” shall have the meaning provided in Section 3.3(a). 
 “L/C Participation” shall have the meaning provided in Section 3.3(a). 
 “Lender” and “Lenders” shall have the respective meanings provided in the preamble to this Agreement. 

“Letter of Credit” shall mean each standby letter of credit issued pursuant to Section 3.1. 

“Letter of Credit Exposure” shall mean, with respect to any Lender, the sum of (a) the amount of any Unpaid
Drawings on Letters of Credit in respect of which such Lender has made (or is required to have made) payments to the Letter of Credit Issuer pursuant to Section 3.4(a) and (b) such Lender’s Revolving Credit Commitment
Percentage of the Letter of Credit Outstanding (excluding the portion thereof consisting of Unpaid Drawings in respect of which the Lenders have made (or are required to have made) payments to the Letter of Credit Issuer pursuant to
Section 3.4(a)). 
 “Letter of Credit Fee” shall have the meaning provided in
Section 4.1(b). 
 “Letter of Credit Issuer” shall mean JPMCB, any of its Affiliates or any
successor thereto pursuant to Section 3.6. 
 “Letter of Credit Outstanding” shall mean, at any
time, the sum, without duplication, of (a) the aggregate Stated Amount of all outstanding Letters of Credit and (b) the aggregate amount of all Unpaid Drawings in respect of all Letters of Credit. 

“Letter of Credit Request” shall have the meaning provided in Section 3.2. 

“LIBOR” shall mean, with respect to each LIBOR Period for each LIBOR Loan, a rate per annum, expressed on the basis of a
360 day year, equal to the annual interest rate for deposits of Dollars for a maturity most nearly comparable to such LIBOR Period which appears on Reuters Page LIBOR1 (or any successor page which displays an average British Bankers Association
Interest Settlement Rate) as of 11:00 a.m. (London time) on the second Business Day prior to the commencement of such LIBOR Period; provided that if such Service is not available on such day, then the interest rate at which the Administrative Agent
is offered deposits of Dollars by leading banks in the London interbank market as of 11:00 a.m. (London time) on the second Business Day prior to the commencement of such LIBOR Period, for delivery on the first day of such LIBOR Period for the
number of days comprised in such LIBOR Period and in an amount comparable to the amount of such LIBOR Loan. 

  
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 “LIBOR Loan” shall mean each Loan bearing interest at the rate provided in
Section 2.8(b). 
 “LIBOR Period” shall mean, with respect to a LIBOR Loan, the interest period
selected by the Borrower for such LIBOR Loan in accordance with Section 2.9. 
 “Lien” shall mean
any mortgage, pledge, security interest, hypothecation, assignment by way of security, lien (statutory or other) or similar encumbrance (including any agreement to give any of the foregoing, any conditional sale or other title retention agreement or
any lease in the nature thereof). 
 “Material Adverse Effect” shall mean a circumstance or condition affecting
the business, assets, operations, properties or financial condition of the Borrower and its Subsidiaries taken as a whole that would materially adversely affect the ability of the Borrower to perform its obligations under this Agreement. 

“Minimum Borrowing Amount” shall mean $500,000. 

“Moody’s” shall mean Moody’s Investors Service, Inc. or any successor by merger or consolidation to its
business. 
 “Non-U.S. Lender” shall mean any Lender that is not a “United States person”, as defined
under Section 7701(a)(30) of the Code. 
 “Notice of Borrowing” shall mean a Notice of Borrowing provided
pursuant to Section 2.3(a), substantially in the form of Exhibit A. 
 “Notice of
Continuation” shall have the meaning provided in Section 2.6(a). 
 “Organic Document”
shall mean, relative to any Person, its certificate of incorporation, by-laws, certificate of partnership, partnership agreement, certificate of formation, limited liability agreement, operating agreement and all shareholder agreements, voting
trusts and similar arrangements applicable to any of such Person’s Capital Stock. 
 “Other Taxes” shall
have the meaning provided in Section 12.5. 
 “Parent” means, with respect to any Lender, any
Person as to which such Lender is, directly or indirectly, a subsidiary. 
 “Participant” shall have the
meaning provided in Section 12.6(c)(i). 
 “Participant Register” shall have the meaning provided
in Section 12.6(c)(i). 
 “Pension Plan” shall mean a “pension plan”, as such term is
defined in Section 3(2) of ERISA, which is subject to Title IV of ERISA (other than a multiemployer plan as defined in 

  
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Section 4001(a)(3) of ERISA), and to which the Borrower or any corporation, trade or business that is, along with the Borrower, a member of a Controlled Group, is a contributing employer or
a sponsor. 
 “Permitted Liens” shall mean (a) Liens for taxes, assessments, customs duties or
governmental charges or claims not yet due or which are being contested in good faith and by appropriate proceedings for which appropriate provisions have been established in accordance with GAAP; (b) Liens in respect of property or assets of
the Borrower or any of its Subsidiaries imposed by law, such as carriers’, warehousemen’s and or mechanics’ Liens, and other similar Liens arising in the ordinary course of business and Liens arising under zoning laws and ordinances
and municipal bylaws and regulations, in each case so long as such Liens arise in the ordinary course of business and do not individually or in the aggregate have a Material Adverse Effect; (c) Liens arising from judgments or decrees in
circumstances not constituting an Event of Default under Section 10.6; (d) Liens (other than those arising by Requirement of Law that are not permitted by clause (a) of this definition) incurred or deposits made in connection
with workers’ compensation, unemployment insurance and other types of social security, or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, performance and return-of-money
bonds and other similar obligations incurred in the ordinary course of business; (e) ground leases in respect of real property on which facilities owned or leased by the Borrower or any of its Subsidiaries are located; (f) easements,
rights-of-way, restrictive covenants or agreements, minor defects or irregularities in title and other similar charges or encumbrances not interfering in any material respect with the business of the Borrower and its Subsidiaries taken as a whole;
(g) any interest or title of a lessor or secured by a lessor’s interest under any lease permitted by this Agreement; (h) Liens incurred by the licensing of trademarks by the Borrower or any of its Subsidiaries to others in the
ordinary course of business; and (i) leases or subleases granted to others, not interfering in any material respect with the business of the Borrower and its Subsidiaries taken as a whole. 

“Person” shall mean any individual, partnership, joint venture, firm, corporation, limited liability company,
association, trust or other enterprise or any Governmental Authority. 
 “Projections” shall have the meaning
provided in Section 6.1(i). 
 “Real Estate” shall have the meaning provided in
Section 8.1(e). 
 “Register” shall have the meaning provided in Section 12.6(b)(iv).

 “Related Parties” means, with respect to any specified Person, such Person’s Affiliates and the
respective directors, officers, employees, agents and advisors of such Person and such Person’s Affiliates. 

“Required Lenders” shall mean, at any date, Lenders having or holding more than 50% of the Total Revolving Credit
Commitment at such date (provided that in the case of a Defaulting Lender, for this purpose only, its Revolving Credit Commitment shall be deemed to be equal to the outstanding principal amount of all Revolving Credit Loans of such Defaulting Lender
at such date) or, if the Revolving Credit Commitments have terminated, more than 50% of the outstanding principal amount of all Revolving Credit Loans and Letter of Credit Exposure on such date. 

  
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 “Requirement of Law” shall mean, as to any Person, the Certificate of
Incorporation and By-Laws or other organizational or governing documents of such Person, and any law, treaty, rule, regulation, guideline, policy or determination of an arbitrator or a court or other Governmental Authority, in each case applicable
to or binding upon such Person or any of its property or assets or to which such Person or any of its property or assets is subject and whether or not having the force of law. 
 “Revolving Credit Commitment” shall mean, (a) with respect to each Lender that is a Lender on the date hereof, the amount set forth on Schedule I as such Lender’s
“Revolving Credit Commitment” and (b) in the case of any Lender that becomes a Lender after the date hereof by assignment, the amount specified as such Lender’s “Revolving Credit Commitment” in the Assignment and
Assumption contemplated in Section 12.6 pursuant to which such Lender assumed a portion of the Total Revolving Credit Commitment, in each case as the same may be changed from time to time pursuant to the terms hereof (including pursuant
to Sections 4.2 and 12.6). 
 “Revolving Credit Commitment Percentage” shall mean, with respect
to any Lender, the percentage of the Total Revolving Credit Commitment represented by such Lender’s Revolving Credit Commitment; provided that in the case of Section 2.14 when a Defaulting Lender shall exist, “Revolving
Credit Commitment Percentage” shall mean the percentage of the Total Revolving Credit Commitment (disregarding any Defaulting Lender’s Revolving Credit Commitment) represented by such Lender’s Revolving Credit Commitment. If the Total
Revolving Credit Commitments have terminated or expired, the Revolving Credit Commitment Percentages shall be determined based upon the Revolving Credit Commitments most recently in effect, giving effect to any assignments and to the Lender’s
status as a Defaulting Lender at the time of determination. 
 “Revolving Credit Exposure” shall mean, with
respect to any Lender at any time, the sum of (a) the aggregate principal amount of the Revolving Credit Loans of such Lender then outstanding and (b) such Lender’s Letter of Credit Exposure at such time. 

“Revolving Credit Loan” shall have the meaning provided in Section 2.1(a). 

“Revolving Credit Maturity Date” shall mean May 31, 2017, or, if earlier, the date on which the Revolving Credit
Commitments shall have terminated or shall have been reduced to zero. 
 “Sale and Leaseback Transaction” shall
have the meaning provided in Section 9.5. 
 “S&P” shall mean Standard & Poor’s
Ratings Services or any successor by merger or consolidation to its business. 
 “Securities Act” shall mean
the Securities Act of 1933, as amended. 

  
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 “Stated Amount” of any Letter of Credit shall mean the maximum amount from
time to time available to be drawn thereunder, determined without regard to whether any conditions to drawing could then be met. 
 “Subsidiary” of any Person shall mean and include (a) any corporation more than 50% of whose stock of any class or classes having by the terms thereof ordinary voting power to elect
a majority of the directors of such corporation (irrespective of whether or not at the time stock or issued share capital of any class or classes of such corporation shall have or might have voting power by reason of the happening of any,
contingency) is at the time owned by such Person directly or indirectly through Subsidiaries and (b) any partnership, association, joint venture or other entity in which such Person directly or indirectly through Subsidiaries has more than a
50% equity interest and more than a 50% voting interest at the time and (c) any other corporation, partnership, joint venture or other entity (i) the accounts of which would be consolidated with those of such Person in such Person’s
consolidated financial statements if such statements were prepared in accordance with GAAP and (ii) that is controlled (as defined in clause (b) of the definition of such term in the definition of the term “Affiliate”) by such
Person. Unless otherwise expressly provided, all references herein to a “Subsidiary” shall mean a Subsidiary of the Borrower. 
 “Successor Borrower” shall have the meaning provided in Section 9.2(a). 
 “Taxes” shall have the meaning provided in Section 5.3(a)(i). 
 “Total Capitalization” shall mean, as of any date of determination, the sum, without duplication, of (a) Total Debt and (b) the total stockholder’s equity of the Borrower
as determined in accordance with GAAP; provided that the term “Total Capitalization” shall exclude the non-cash effects of the March 31, 2006 FAS Statement titled “Employers’ Accounting for Defined Pension and Postretirement
Plans”. 
 “Total Debt” shall mean, as of any date of determination, (a) the sum, without
duplication, of (i) all Indebtedness of the Borrower and its Subsidiaries for borrowed money outstanding on such date, (ii) all Capitalized Lease Obligations of the Borrower and its Subsidiaries outstanding on such date and (iii) all
Indebtedness of the Borrower and its Subsidiaries of the types described in clauses (b) and (d) of the definition of Indebtedness (but in the case of clause (d), only to the extent such Indebtedness is assumed by the Borrower or any
Subsidiary), all calculated on a consolidated basis in accordance with GAAP and to the extent reflected as Indebtedness on the consolidated balance sheet of the Borrower in accordance with GAAP minus (b) the aggregate amount of cash held
by the Borrower and its Subsidiaries as at such date and included in the cash accounts listed on the consolidated balance sheet of the Borrower and its Subsidiaries and deposited with the Administrative Agent to the extent the use thereof for
application to payment of Indebtedness of the Borrower and its Subsidiaries is not prohibited by law or any contract to which the Borrower or any of its Subsidiaries is a party (but in each case excluding equity securities that are mandatorily
redeemable 91 or more days after the Revolving Credit Maturity Date and that are classified as hybrid securities by Moody’s and/or S&P). 

  
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 “Total Revolving Credit Commitment” shall mean the sum of the Revolving
Credit Commitments of all the Lenders, which as of the Closing Date was $175,000,000. 
 “Type” shall mean as
to any Revolving Credit Loan, its nature as an ABR Loan or a LIBOR Loan. 
 “United States” and
“US” shall mean the United States of America. 
 “Unpaid Drawing” shall have the meaning
provided in Section 3.4(a). 
 “Voting Stock” shall mean Capital Stock of a Person which carries
voting rights or the right to Control such Person under any circumstances; provided that Capital Stock which carries the right to vote or Control conditionally upon the happening of an event shall not be considered Voting Stock until the occurrence
of such event and then only during the continuance of such event. 
 “Welfare Plan” shall mean a “welfare
plan”, as such term is defined in Section 3(1) of ERISA. 
 1.2 Accounting Terms; GAAP. 

Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP,
as in effect from time to time; provided that, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or
in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is
given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have
been withdrawn or such provision amended in accordance herewith. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred
to herein shall be made (i) without giving effect to any election under Accounting Standards Codification 825-10-25 (previously referred to as Statement of Financial Accounting Standards 159) (or any other Accounting Standards Codification or
Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower or any Subsidiary at “fair value”, as defined therein, (ii) without giving effect to any treatment of
Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the
full stated principal amount thereof and (iii) without giving effect to any changes in GAAP occurring after the Closing Date, the effect of which would be to cause leases in effect as of March 31, 2012 and treated as operating leases under
GAAP as of March 31, 2012 to be reclassified as capital leases under GAAP, provided that this clause (iii) shall only apply to the extent of the lesser of (x) the actual annual amount of such operating leases and (y) $500,000
annually (and any excess in excess of such minimum amount shall be included as capital leases). 

  
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 1.3 Interpretation. 

The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Unless the context requires
otherwise all references herein to Sections and Schedules shall be construed to refer to Sections of, and Schedules to, this Agreement. 
 ARTICLE 2 
 AMOUNT AND TERMS OF CREDIT 

2.1 Commitments. 
 (a) Subject to and upon the terms and conditions herein set forth, each Lender severally agrees to make a loan or loans (each a “Revolving Credit Loan” and, collectively, the
“Revolving Credit Loans”) to the Borrower, which Revolving Credit Loans (i) shall be made at any time and from time to time on and after the Closing Date and prior to the Revolving Credit Maturity Date, (ii) may, at the
option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or LIBOR Loans (provided that all Revolving Credit Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided
herein, consist entirely of Revolving Credit Loans of the same Type), (iii) may be repaid and reborrowed in accordance with the provisions hereof and shall be repaid in full on the Revolving Credit Maturity Date, (iv) for any such Lender
at any time, shall not result in such Lender’s Revolving Credit Exposure at such time exceeding such Lender’s Revolving Credit Commitment at such time and (v) after giving effect thereto and to the application of the proceeds thereof,
shall not result at any time in the aggregate amount of the Lenders’ Revolving Credit Exposures exceeding the Total Revolving Credit Commitment then in effect. As of the Closing Date, the Total Revolving Credit Commitment will be $175,000,000.

 (b) The Borrower shall use the Letters of Credit and the proceeds from the Revolving Credit Loans for general corporate
purposes of the Borrower and its Subsidiaries (including to finance acquisitions); provided that, notwithstanding any of the foregoing, none of the proceeds from Revolving Credit Loans may be used to finance any Hostile Take-Over Bid. 

2.2 Minimum Amount of Each Borrowing; Maximum Number of Borrowings. 

The aggregate principal amount of each Borrowing of Revolving Credit Loans shall be in a multiple of $100,000 and shall not be less than
the Minimum Borrowing Amount. More than one Borrowing may be incurred on any date; provided that at no time shall there be outstanding more than 15 Borrowings of LIBOR Loans under this Agreement. 

2.3 Notice of Borrowing. 
 (a) Whenever the Borrower desires to incur Revolving Credit Loans hereunder (other than Borrowings to repay Unpaid Drawings), it shall give the Administrative Agent at an office of the Administrative
Agent from time to time notified by the Administrative Agent to the Borrower (but initially the office set forth for the Administrative Agent in Section 12.2(a)(ii)), (i) a written Notice of Borrowing (or telephonic notice promptly
confirmed in writing) prior to 12:00 noon (New York time) at least three Business Days prior to the proposed day of each Borrowing of LIBOR Loans and (ii) a written Notice of Borrowing (or telephonic notice 

  
 15 









 
promptly confirmed in writing) prior to 10:00 a.m. (New York time) on the proposed day of each Borrowing of ABR Loans. Each such Notice of Borrowing, except as otherwise expressly provided in
Section 2.10, shall be irrevocable and shall specify (i) the aggregate principal amount of the Revolving Credit Loans to be made pursuant to such Borrowing, (ii) the date of Borrowing (which shall be a Business Day),
(iii) whether the Borrowing shall consist of ABR Loans or LIBOR Loans, (iv) if such Borrowing shall consist of LIBOR Loans, the LIBOR Period to be initially applicable thereto and (v) the number and location of the account to which
funds are to be disbursed. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of each proposed Borrowing of Revolving Credit Loans, of such Lender’s proportionate share
thereof and of the other matters covered by the related Notice of Borrowing. 
 (b) Borrowings to reimburse Unpaid Drawings
shall be made upon the notice specified in Section 3.4(c). 
 (c) Without in any way limiting the obligation of the
Borrower to confirm in writing any notice it may give hereunder by telephone, the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice believed by the Administrative Agent
in good faith to be from an Authorized Officer of the Borrower. In each such case the Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such telephonic notice. 

2.4 Disbursement of Funds. 
 (a) No later than 12:00 Noon (New York time) on the date specified in each Notice of Borrowing, each Lender will make available its pro rata portion, if any, of each Borrowing requested to be made on such
date in the manner provided below. 
 (b) Each Lender shall make available all amounts it is to fund under any Borrowing in
immediately available funds to the Administrative Agent at an office of the Administrative Agent from time to time notified by the Administrative Agent to the Lenders (but initially the office set forth for the Administrative Agent in
Section 12.2(a)(ii)), and the Administrative Agent will (except in the case of Borrowings to repay Unpaid Drawings) make available to the Borrower by depositing such funds as specified in the applicable Notice of Borrowing, the aggregate
of the amounts so made available. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any such Borrowing that such Lender does not intend to make available to the Administrative Agent its portion of the
Borrowing or Borrowings to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing, and the Administrative Agent, in reliance upon such
assumption, may (in its sole discretion and without any obligation to do so) make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender and the
Administrative Agent has made available same to the Borrower, the Administrative Agent shall be entitled to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative
Agent’s demand therefor, the Administrative Agent shall promptly notify the Borrower, and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall


  
 16 









 
also be entitled to recover from such Lender or the Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made
available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if paid by such Lender, at the Federal Funds Effective Rate or (ii) if
paid by the Borrower, the then-applicable rate of interest, calculated in accordance with Section 2.8, for the respective Revolving Credit Loans. 
 (c) Nothing in this Section 2.4 shall be deemed to relieve any Lender from its obligation to fulfill its commitments hereunder or to prejudice any rights that the Borrower may have against any
Lender as a result of any default by such Lender hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to fulfill its commitments hereunder). 

2.5 Repayment of Loans; Evidence of Debt. 
 (a) The Borrower shall, for the benefit of the Lenders, on the Revolving Credit Maturity Date, (i) repay to the Administrative Agent the then-unpaid Revolving Credit Loans and (ii) retire all
other then-outstanding Revolving Credit Exposure. 
 (b) Each Lender shall maintain in accordance with its usual practice an
account or accounts evidencing the Indebtedness of the Borrower to the appropriate lending office of such Lender resulting from each Revolving Credit Loan made by such lending office of such Lender from time to time, including the amounts and
currency of principal and interest payable and paid to such lending office of such Lender from time to time under this Agreement. 
 (c) The Administrative Agent shall maintain the Register pursuant to Section 12.6, and a sub-account for each Lender, in which Register and sub-accounts (taken together) shall be recorded
(i) the amount of each Revolving Credit Loan made hereunder, the Type of each Revolving Credit Loan made and the LIBOR Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable
from the Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder from the Borrower and each Lender’s share thereof. 

(d) The entries made in the Register and accounts and subaccounts maintained pursuant to paragraphs (b) and (c) of this Section
shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of the Borrower therein recorded; provided that the failure of any Lender or the Administrative Agent to maintain such account,
such Register or such subaccount, as applicable, or any error therein, shall not in any manner affect the obligation of the Borrower to repay (with applicable interest) the Revolving Credit Loans made to the Borrower by such Lender in accordance
with the terms of this Agreement. In the event that there is an inconsistency between the accounts maintained by a Lender pursuant to Section 2.5(b) and the Register maintained by the Administrative Agent pursuant to
Section 12.6, the said Register shall prevail. 
 (e) All payments to be made by the Administrative Agent to any
Lender hereunder shall be made in accordance with the payment instructions of such Lender set forth on the signature page of such Lender hereunder or, if such Lender is an Assignee, set forth in the Assignment and Assumption of such Lender.


  
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 (f) Any Lender may request that Revolving Credit Loans made by it be evidenced by a
promissory note. In such event, the Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved
by the Administrative Agent. Thereafter, the Revolving Credit Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 12.6) be represented by one or more promissory
notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns). 
 2.6 Changes in Type of Revolving Credit Loan. 
 (a) The Borrower shall have
the option on any Business Day to convert all or a portion equal to at least the Minimum Borrowing Amount of the outstanding principal amount of Revolving Credit Loans made to the Borrower of one Type into a Borrowing or Borrowings of another
permitted Type or to continue the outstanding principal amount of any LIBOR Loans as LIBOR Loans for an additional LIBOR Period; provided that (i) no partial continuation of LIBOR Loans shall reduce the outstanding principal amount of LIBOR
Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount, (ii) ABR Loans may not be converted into LIBOR Loans, if a Default or Event of Default is in existence on the date of the proposed conversion and the
Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such conversion, (iii) LIBOR Loans may not be continued as LIBOR Loans for an additional LIBOR Period if a Default or Event of
Default is in existence on the date of the proposed continuation and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such continuation, (iv) no LIBOR Period in excess of one
month may be selected for any LIBOR Loan if a Default or Event of Default is in existence on the date of the proposed continuation and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit
such longer LIBOR Period, (v) Borrowings resulting from continuations or conversions pursuant to this Section 2.6 shall be limited in number as provided in Section 2.2 and (vi) the outstanding principal amount of a
Revolving Credit Loan of one Type may not be converted into a Borrowing of another permitted Type until the end of the current LIBOR Period for such Revolving Credit Loan. Each such continuation or conversion shall be effected by the Borrower by
giving the Administrative Agent at the location set forth in Section 12.2 prior to 12:00 Noon (New York time) at least three Business Days’ prior written notice substantially in the form of Exhibit B (or telephonic notice
promptly confirmed in writing) (each a “Notice of Continuation”) specifying the Revolving Credit Loans to be so continued or converted, the Type of Revolving Credit Loans to be continued or converted into and, if such Revolving
Credit Loans are to be converted or continued as LIBOR Loans, the LIBOR Period to be initially applicable thereto. The Administrative Agent shall give each Lender notice as promptly as practicable of any such proposed continuation or conversion
affecting any of its Revolving Credit Loans. This Section 2.6 shall not be construed to permit the Borrower to change the currency of any Borrowing. 

  
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 (b) If any Default or Event of Default is in existence at the time of any proposed
continuation of any LIBOR Loans and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such continuation, such LIBOR Loans shall be automatically converted on the last day of the
current LIBOR Period into ABR Loans. 
 (c) If upon the expiration of any LIBOR Period, the Borrower has failed to elect a new
LIBOR Period to be applicable thereto as provided in paragraph (a) above, the Borrower shall be deemed to have elected to convert such Borrowing of LIBOR Loans, as the case may be, into a Borrowing of ABR Loans, as the case may be, effective as
of the expiration date of such current LIBOR Period. 
 2.7 Pro Rata Borrowings. 

Each Borrowing of Revolving Credit Loans under this Agreement shall be made by the Lenders pro rata on the basis of their
then-applicable Revolving Credit Commitment Percentage; provided that the Administrative Agent may adjust the proportions of the Lenders with respect to any Borrowing to be made by such Lenders to ensure that no Lender’s Revolving Credit
Exposure (after granting its portion of such Borrowing) exceeds its Revolving Credit Commitment. It is understood that no Lender shall be responsible for any default by any other Lender in its obligation to make Revolving Credit Loans hereunder and
that each Lender shall be obligated to make the Revolving Credit Loans provided to be made by it hereunder, regardless of the failure of any other Lender to fulfill its commitments hereunder. 

2.8 Interest and Fees. 
 (a) The unpaid principal amount of each ABR Loan shall bear interest from the date of the Borrowing thereof until maturity (whether by acceleration or otherwise and both before and after default and
judgment) at a rate per annum that shall at all times be equal to the Applicable Margin for ABR Loans plus the ABR in effect from time to time. 
 (b) The unpaid principal amount of each LIBOR Loan shall bear interest from the date of the Borrowing thereof until maturity (whether by acceleration or otherwise and both before and after default and
judgment) at a rate per annum that shall at all times be equal to the Applicable Margin for LIBOR Loans plus the relevant LIBOR. 
 (c) If all or a portion of (i) the principal amount of any Revolving Credit Loan or (ii) any interest thereon or fees payable hereunder shall not be paid when due (whether at the stated
maturity, by acceleration or otherwise), such overdue amount shall bear interest at a rate per annum that is (x) in the case of overdue principal, equal to the rate that would otherwise be applicable thereto plus, to the extent permitted by
applicable law, 2.00% (after as well as before maturity and judgment), (y) in the case of any overdue interest with respect to any Revolving Credit Loan, equal to the rate of interest applicable to such Revolving Credit Loan plus, to the extent
permitted by applicable law, 2.00%, or (z) in the case of any overdue fees or other amounts owing hereunder, equal to the rate of interest then applicable to Revolving Credit Loans maintained as ABR Loans plus 2.00%, in each case from and
including the date of such non-payment to but excluding the date on which such amount is paid in full (after as well as before maturity and judgment). All interest payable pursuant to this Section 2.8(c) shall be payable upon demand.


  
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 (d) Interest on each Revolving Credit Loan shall accrue from and including the date such
Revolving Credit Loan is made to but excluding the date of any repayment thereof and shall, except as otherwise provided pursuant to Section 2.8(c), be payable (i) in respect of each ABR Loan, quarterly in arrears on the last
Business Day of each of March, June, September and December (for the three-month period (or portion thereof) ended on such day), (ii) in respect of each LIBOR Loan, on the last day of each LIBOR Period applicable thereto and, in the case of a
LIBOR Period in excess of three months, on each date occurring at three-month intervals after the first day of such LIBOR Period and (iii) in respect of each Revolving Credit Loan on any payment or prepayment (on the amount paid or prepaid), at
maturity (whether by acceleration or otherwise) and, after such maturity, on demand. 
 (e) All computations of interest
hereunder shall be made in accordance with Section 5.4. 
 (f) The Administrative Agent, upon determining the
interest rate for any Borrowing of LIBOR Loans, shall promptly notify the Borrower and the Lenders thereof. Each such determination shall, absent clearly demonstrable error, be final and conclusive and binding on all parties hereto. 

2.9 Interest Periods. 
 At the time the Borrower gives a Notice of Borrowing or Notice of Continuation in respect of the making of, or conversion into or continuation as, a Borrowing of LIBOR Loans prior to 10:00 a.m. (New York
time) on the third Business Day prior to the applicable date of making or conversion or continuation of such LIBOR Loans, the Borrower shall have the right to elect by giving the Administrative Agent written notice of (or telephonic notice promptly
confirmed in writing) the LIBOR Period applicable to such Borrowing, which LIBOR Period shall, at the option of the Borrower, be two weeks or one, two, three or six months. Notwithstanding anything to the contrary contained above: 

(a) the initial LIBOR Period for any Borrowing of LIBOR Loans shall commence on the date of such Borrowing (including the
date of any conversion from a Borrowing of ABR Loans) and each LIBOR Period occurring thereafter in respect of such Borrowing shall commence on the day on which the next preceding LIBOR Period expires; 

(b) if any LIBOR Period relating to a Borrowing of LIBOR Loans begins on the last Business Day of a calendar month or
begins on a day for which there is no numerically corresponding day in the calendar month at the end of such LIBOR Period, such LIBOR Period shall end on the last Business Day of the calendar month at the end of such LIBOR Period; 

(c) if any LIBOR Period would otherwise expire on a day that is not a Business Day, such LIBOR Period shall expire on the
next succeeding Business Day; provided that if any LIBOR Period in respect of a LIBOR Loan would otherwise expire 

  
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on a day that is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such LIBOR Period shall expire on the next preceding Business Day; and

 (d) the Borrower shall not be entitled to elect any LIBOR Period in respect of any LIBOR Loan if such LIBOR
Period would extend beyond the Revolving Credit Maturity Date. 
 2.10 Increased Costs, Illegality, etc. 

(a) In the event that the Administrative Agent or any Lender shall have reasonably determined (which determination shall, absent clearly
demonstrable error, be final and conclusive and binding upon all parties hereto): 
 (i) on any date for
determining LIBOR for a Borrowing of LIBOR Loans for any LIBOR Period that by reason of any changes arising on or after the date hereof affecting the London interbank market (x) deposits in Dollars in the principal amounts of the Revolving
Credit Loans comprising such Borrowing are not readily available to such Lender in the London interbank market or (y) adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition
of LIBOR; or 
 (ii) at any time, that the Administrative Agent or such Lender shall incur increased costs or
reductions in the amounts received or receivable hereunder with respect to any Revolving Credit Loans (other than any such increase or reduction attributable to (A) Taxes, (B) Other Taxes, (C) taxes excluded by
Section 5.3(a)(i) or Section 5.3(a)(ii) or (D) taxes excluded by Section 5.3(b)) because of (x) any change since the date hereof in any applicable law, governmental rule, regulation, guideline or order (or in the
interpretation or administration thereof and including the introduction of any new law or governmental rule, regulation, guideline or order), such as, for example, but not limited to, a change in official reserve requirements (including any reserve
requirements specified under regulations issued from time to time by the F.R.S. Board and then applicable to assets or liabilities consisting of and including “Eurocurrency Liabilities” as therein defined or the imposition of any tax on
the Administrative Agent or any Lender on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto), and/or (y) with respect to LIBOR Loans
only, other circumstances affecting the London interbank market; or 
 (iii) at any time, that the making or
continuance of any LIBOR Loan has become unlawful by compliance by such Lender in good faith with any law, governmental rule, regulation, guideline or order (or would conflict with any such governmental rule, regulation, guideline or order not
having the force of law even though the failure to comply therewith would not be unlawful), or has become impracticable as a result of a contingency occurring after the date hereof that materially and adversely affects the London interbank market;


  
 21 









 then, and in any such event, the Administrative Agent or such Lender shall within a reasonable time
thereafter give notice (if by telephone confirmed in writing) to the Borrower and, as the case may be, to the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Lenders).
Thereafter (x) in the case of clause (i) above, LIBOR Loans shall no longer be available from such Lender (and such Lender’s obligation to make such Revolving Credit Loans shall be suspended) until such time as such Lender notifies
the Administrative Agent, the Borrower and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist (which notice such Lender agrees to give at such time when such circumstances no longer exist), and
any Notice of Borrowing or Notice of Continuation given by the Borrower with respect to LIBOR Loans that have not yet been incurred shall be deemed, with respect to such Lender only, to be a Notice of Borrowing or Notice of Continuation for ABR
Loans, (y) in the case of clause (ii) above, the Borrower shall pay to the Administrative Agent or such Lender, within five (5) days after receipt of written demand therefor, such additional amounts (in the form of an increased rate
of, or a different method of calculating, interest or otherwise as such Lender in its reasonable discretion shall determine) as shall be required to compensate the Administrative Agent or such Lender for such increased costs or reductions in amounts
receivable hereunder (it being agreed that a written notice as to the additional amounts owed to the Administrative Agent or such Lender, showing in reasonable detail the basis for the calculation thereof, submitted to the Borrower by the
Administrative Agent or such Lender shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto, provided that the determination of such additional amounts shall be made in good faith (and not on an
arbitrary or capricious basis) and consistent with similarly situated customers of the applicable Lender (after consideration of such factors as such Lender then reasonably determines to be relevant)) and (z) in the case of clause
(iii) above, the Borrower shall take one of the actions specified in Section 2.10(b) as promptly as possible and, in any event, within the time period required by law. 

(b) At any time that any LIBOR Loan is affected by the circumstances described in Section 2.10(a)(ii) or 2.10(a)(iii),
the Borrower may (and in the case of a LIBOR Loan affected pursuant to Section 2.10(a)(iii) shall) either (i) if the affected LIBOR Loan is then being made pursuant to a Credit Event or Borrowing by way of conversion into a LIBOR
Loan, cancel said Credit Event or Borrowing by giving the Administrative Agent telephonic notice (confirmed promptly in writing) thereof on the same date that the Borrower was notified by a Lender pursuant to Section 2.10(a)(ii) or
2.10(a)(iii), or (ii) if the affected LIBOR Loan is then outstanding, upon at least three Business Days notice to the Administrative Agent, require the affected Lender to convert each such LIBOR Loan into an ABR Loan; provided that if
more than one Lender is affected at any time, then all affected Lenders must be treated in the same manner pursuant to this Section 2.10(b). 
 (c) If, after the date hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by
any Governmental Authority, or compliance by a Lender or its parent with any request or directive made or adopted after the date hereof regarding capital adequacy or liquidity requirements (whether or not having the force of law) of any such
Governmental Authority, has or would have the effect of reducing the rate of return on such Lender’s or its parent’s capital or assets as a consequence of such Lender’s commitments or obligations hereunder to a level below that which
such Lender or its parent could have achieved but for such 

  
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adoption, effectiveness, change or compliance (taking into consideration such Lender’s or its parent’s policies with respect to capital adequacy and liquidity requirements), then within
five (5) days after written demand (as described below) by such Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or its parent for such
reduction, it being understood and agreed, however, that a Lender shall not be entitled to such compensation as a result of such Lender’s compliance with, or pursuant to any request or directive to comply with, any such law, rule or regulation
as in effect on the date hereof. Each Lender, upon determining that any additional amounts will be payable pursuant to this Section 2.10(c) (provided that such determination of additional amounts shall be made in good faith (and not on
an arbitrary or capricious basis) and consistent with similarly situated customers of the applicable Lender (after consideration of such factors as such Lender then reasonably determines to be relevant)), will give prompt written notice thereof to
the Borrower, which notice shall set forth in reasonable detail the basis of the calculation of such additional amounts (it being agreed that a written notice as to the additional amounts owed to the Administrative Agent or such Lender, showing in
reasonable detail the basis for the calculation thereof, submitted to the Borrower by the Administrative Agent or such Lender shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto, provided that the
determination of such additional amounts shall be made in good faith (and not on an arbitrary or capricious basis) and consistent with similarly situated customers of the applicable Lender (after consideration of such factors as such Lender then
reasonably determines to be relevant), although the failure to give any such notice shall not, subject to Section 2.13, release or diminish the Borrower’s obligations to pay additional amounts pursuant to this
Section 2.10(c) upon receipt of such notice. 
 (d) For purposes of this Section 2.10, and
notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, requirements, guidelines and directives thereunder or issued in connection therewith or in
implementation thereof and (ii) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United
States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case shall be deemed to have been enacted, adopted and issued after the date hereof, regardless of the date enacted, adopted, issued or implemented.

 Subject to Section 2.13, the provisions of this Section 2.10 shall survive the repayment of the
Revolving Credit Loans and all other amounts payable hereunder. 
 2.11 Compensation. 

If (a) any payment of principal of any LIBOR Loan, or any continuation of any LIBOR Loan, is made by the Borrower (or a replacement
Lender in the case of Section 12.7) to or for the account of a Lender other than on the last day of the LIBOR Period pursuant to Section 2.5, 2.6, 2.10, 5.1 or 12.7, as a result of acceleration of
the maturity of the Revolving Credit Loans pursuant to Article 10 or for any other reason, (b) any Borrowing of LIBOR Loans is not made as a result of a withdrawn Notice of Borrowing, (c) any ABR Loan is not converted into a LIBOR
Loan as a result of a withdrawn Notice of Continuation, (d) any LIBOR Loan is not continued as a LIBOR Loan as a result of a withdrawn Notice of Continuation or (e) any 

  
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prepayment of principal of any LIBOR Loan is not made as a result of a withdrawn notice of prepayment pursuant to Section 5.1, the Borrower shall, after receipt of a written request
by such Lender (which request shall set forth in reasonable detail the basis for requesting such amount), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs
or expenses that such Lender may reasonably incur as a result of such payment, failure to convert, failure to continue or failure to prepay, including any loss, cost or expense (excluding loss of anticipated profits) actually incurred by reason of
the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such LIBOR Loan. 

2.12 Change of Lending Office. 
 If any Lender requests compensation under Section 2.10, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender
pursuant to Section 3.5 or Section 5.3, then such Lender shall, if requested by the Borrower, use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights
and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.10, 3.5 or
5.3, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and
expenses incurred by any Lender in connection with any such designation or assignment. 
 2.13 Notice of Certain Costs.

 Notwithstanding anything in this Agreement to the contrary, to the extent any notice required by
Section 2.10, 2.11, 3.5 or 5.3 is given by the Administrative Agent, the Letter of Credit Issuer or any Lender more than 180 days after the Administrative Agent, the Letter of Credit Issuer or such Lender has
knowledge (or should have had knowledge) of the occurrence of the event giving rise to the additional cost, reduction in amounts, loss, tax or other additional amounts described in such Sections (provided that no Lender shall be deemed to have
knowledge of any such event referred to in Section 2.10(d) prior to the incurrence of any such additional cost, reduction in amounts, loss, tax or other additional amounts), then the Administrative Agent, the Letter of Credit Issuer or
such Lender shall not be entitled to compensation under Section 2.10, 2.11, 3.5 or 5.3, as the case may be, for any such amounts incurred or accruing prior to the giving of such notice. 

2.14 Defaulting Lenders. 
 Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:

 (a) fees shall cease to accrue on the unfunded portion of the Revolving Credit Commitment of such Defaulting Lender pursuant
to Section 4.1; and 

  
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 (b) the Revolving Credit Commitment and Revolving Credit Exposure of such Defaulting Lender
shall not be included in determining whether all Lenders or the Required Lenders have taken or may take any action hereunder (including any consent to any amendment , waiver or other modification pursuant to Section 12.1; provided, that
this clause (b) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of such Lender or each Lender affected thereby; 

(c) if any Letter of Credit Exposure exists at the time such Lender becomes a Defaulting Lender then: 

(i) so long as (x) the conditions set forth in Section 6.2 are satisfied at the time of reallocation
(and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time) and (y) no Default shall be
continuing, all or any part of the Letter of Credit Exposure of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders in accordance with their respective Revolving Credit Commitment Percentages but only to the extent the sum
of all non-Defaulting Lenders’ Revolving Credit Exposures plus such Defaulting Lender’s Letter of Credit Exposure does not exceed the total of all non-Defaulting Lenders’ Revolving Credit Commitments; 

(ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower
shall within one (1) Business Day following notice by the Administrative Agent cash collateralize for the benefit of the Letter of Credit Issuer only the Borrower’s obligations corresponding to such Defaulting Lender’s Letter of
Credit Exposure (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in Section 10.9 for so long as such Letter of Credit Exposure is outstanding; 

(iii) if the Borrower cash collateralizes any portion of such Defaulting Lender’s Letter of Credit Exposure pursuant
to clause (ii) above, the Borrower shall not be required to pay any fees to such Defaulting Lender (or the Administrative Agent or any other Lender) pursuant to Section 4.1(b) with respect to such Defaulting Lender’s Letter of Credit
Exposure during the period (and to the extent) such Defaulting Lender’s Letter of Credit Exposure is cash collateralized; 
 (iv) if the Letter of Credit Exposure of the non-Defaulting Lenders is reallocated pursuant to clause (i) above, then the fees payable to the Lenders pursuant to Section 4.1(a) and
Section 4.1(b) shall be adjusted in accordance with such non-Defaulting Lenders’ Revolving Credit Commitment Percentage; and 
 (v) if all or any portion of such Defaulting Lender’s Letter of Credit Exposure is neither reallocated nor cash collateralized pursuant to clause (i) or (ii) above, then, without prejudice
to any rights or remedies of the Letter of Credit Issuer or any other Lender hereunder, all letter of credit fees payable under Section 4.1(b) with respect to such Defaulting Lender’s Letter of Credit Exposure shall be payable to the
Letter of Credit Issuer (and not to such Defaulting Lender) until and to the extent that such Letter of Credit Exposure is reallocated and/or cash collateralized; and 

  
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 (d) So long as such Lender is a Defaulting Lender, the Letter of Credit Issuer shall not be
required to issue, amend or increase any Letter of Credit, unless it is satisfied that the Defaulting Lender’s then outstanding Letter of Credit Exposure will be 100% covered by the Revolving Credit Commitments of the non-Defaulting Lenders
and/or cash collateral will be provided by the Borrower in accordance with Section 2.14(c), and participating interests in any such newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders in a manner
consistent with Section 2.14(c)(i) (and such Defaulting Lender shall not participate therein). 
 (e) In the event that the
Administrative Agent, the Borrower and the Letter of Credit Issuer each agrees in writing that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the Letter of Credit Exposure of the
Lenders shall be readjusted to reflect the inclusion of such Lender’s Revolving Credit Commitment and on such date such Lender shall purchase at par such of the Revolving Credit Loans of the other Lenders as the Administrative Agent shall
determine may be necessary in order for such Lender to hold such Loans in accordance with its Revolving Credit Commitment Percentage, whereupon such Lender shall cease to be a Defaulting Lender. 

ARTICLE 3 

LETTERS OF CREDIT 
 3.1 Letters of Credit. 
 (a) Subject to and upon the terms and conditions
herein set forth, the Borrower, at any time and from time to time on or after the Closing Date and prior to the L/C Maturity Date, may request that the Letter of Credit Issuer issue, for the account of the Borrower, a standby letter of credit or
letters of credit (in such form as may be approved by the Letter of Credit Issuer in its reasonable discretion) which is participated by the Letter of Credit Issuer pursuant to Section 3.3 (each such letter of credit, a “Letter
of Credit”). 
 (b) Notwithstanding the foregoing, (i) no Letter of Credit shall be issued the Stated Amount of
which, when added to the sum of (x) the Letter of Credit Outstanding at such time and (y) the aggregate principal of all Revolving Credit Loans then outstanding would exceed the Total Revolving Credit Commitment then in effect;
(ii) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Outstanding at such time, would exceed $50,000,000; (iii) each Letter of Credit shall have an expiry date occurring no later than one
year after the date of issuance thereof; provided that in no event shall such expiry date occur later than the L/C Maturity Date; (iv) each Letter of Credit shall be denominated in Dollars and shall provide for drawings thereunder to be made in
Dollars; and (v) no Letter of Credit shall be issued by the Letter of Credit Issuer after it has received a written notice from the Borrower or any Lender stating that a Default or Event of Default has occurred and is continuing until such time
as the Letter of Credit Issuer shall have received a written notice of (x) rescission of such notice from the party or parties originally delivering such notice (provided that in the case of any


  
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such notice delivered by the Borrower, the Administrative Agent has not objected to or contested such rescission) or (y) the waiver of such Default or Event of Default in accordance with the
provisions of Section 12.1. 
 3.2 Letter of Credit Requests and Information to Administrative Agent.

 (a) Whenever the Borrower desires that a Letter of Credit be issued for its account, it shall give the Administrative
Agent and the Letter of Credit Issuer at least three (or such lesser number as may be agreed upon by the Administrative Agent and the Letter of Credit Issuer) Business Days’ written notice thereof. Each notice shall be executed by the Borrower
and shall be in substantially the form of Exhibit C (or such other form as may be acceptable to the Letter of Credit Issuer in its reasonable determination) (each a “Letter of Credit Request”). The Administrative Agent shall
promptly transmit copies of each Letter of Credit Request to each Lender. 
 (b) The making of each Letter of Credit Request
shall be deemed to be a representation and warranty by the Borrower that the Letter of Credit may be issued in accordance with, and will not violate the requirements of, Section 3.1(b). 

(c) The Letter of Credit Issuer shall, as soon as practicable following the issuance, cancellation or termination of any Letter of
Credit, provide a copy of such Letter of Credit, cancellation or termination to the Administrative Agent. 
 3.3 Letter of
Credit Participations. 
 (a) Immediately upon the issuance by the Letter of Credit Issuer of any Letter of Credit, the
Letter of Credit Issuer shall be deemed to have sold and transferred to each other Lender that has a Revolving Credit Commitment (each such other Lender, in its capacity under this Section 3.3, an “L/C Participant”), and
each such L/C Participant shall be deemed irrevocably and unconditionally to have purchased and received from the Letter of Credit Issuer, without recourse or warranty, an undivided interest and participation (each an “L/C
Participation”), to the extent of such L/C Participant’s Revolving Credit Commitment Percentage from time to time, in such Letter of Credit, each substitute letter of credit, each drawing made thereunder and the obligations of the
Borrower under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto (although the Letter of Credit Fee will be paid directly to the Administrative Agent for the ratable account of the L/C Participants as
provided in Section 4.1(b) and the L/C Participants shall have no right to receive any portion of any Fronting Fees). 
 (b) In determining whether to pay under any Letter of Credit, the Letter of Credit Issuer shall have no obligation relative to the L/C Participants other than to confirm that any documents required to be
delivered under such Letter of Credit have been delivered and that they appear to comply on their face with the requirements of such Letter of Credit. Any action taken or omitted to be taken by the Letter of Credit Issuer under or in connection with
any Letter of Credit issued by it, unless taken or omitted through its gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction, shall not create for the Letter of Credit Issuer any resulting
liability. 

  
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 (c) In the event that the Letter of Credit Issuer makes any payment under any Letter of
Credit issued by it and the Borrower shall not have repaid the amount in full to the Letter of Credit Issuer pursuant to Section 3.4(a), the Letter of Credit Issuer shall promptly notify the Administrative Agent (who shall in turn
promptly notify each L/C Participant) of the failure, and each L/C Participant shall promptly and unconditionally pay to the Administrative Agent, for the account of the Letter of Credit Issuer, the amount of the L/C Participant’s Revolving
Credit Commitment Percentage (determined as of the date of the notice referred to above) of the unreimbursed payment in Dollars and in same day funds. If the Letter of Credit Issuer so notifies, prior to 11:00 a.m. (New York time) on any Business
Day, any L/C Participant required to fund a payment under a Letter of Credit, the L/C Participant shall make available to the Administrative Agent for the account of the Letter of Credit Issuer the L/C Participant’s Revolving Credit Commitment
Percentage of the amount of the payment on the Business Day in same day funds. If and to the extent the L/C Participant shall not have so made its Revolving Credit Commitment Percentage of the amount of the payment available to the Administrative
Agent for the account of the Letter of Credit Issuer, the L/C Participant agrees to pay to the Administrative Agent for the account of the Letter of Credit Issuer, forthwith on demand, the amount, together with interest thereon for each day from the
date until the date the amount is paid to the Administrative Agent for the account of the Letter of Credit Issuer at the Federal Funds Effective Rate. The failure of any L/C Participant to make available to the Administrative Agent for the account
of a Letter of Credit Issuer the L/C Participant’s Revolving Credit Commitment Percentage of any payment under any Letter of Credit shall not relieve any other L/C Participant of its obligation hereunder to make available to the Administrative
Agent for the account of the Letter of Credit Issuer the other L/C Participant’s Revolving Credit Commitment Percentage of any payment under the Letter of Credit on the date required, as specified above, but no L/C Participant shall be
responsible for the failure of any other L/C Participant to make available to the Administrative Agent the other L/C Participant’s Revolving Credit Commitment Percentage of the payment. Notwithstanding the foregoing, the Administrative Agent
shall be entitled to adjust the proportions of any of the foregoing amounts required to be paid by the L/C Participants to ensure that no L/C Participant’s Revolving Credit Exposure exceeds its Revolving Credit Commitment. 

(d) Whenever the Letter of Credit Issuer receives a payment in respect of an unpaid reimbursement obligation as to which the
Administrative Agent has received for the account of the Letter of Credit Issuer any payments from the L/C Participants pursuant to paragraph (c) above, the Letter of Credit Issuer shall pay to the Administrative Agent and the Administrative
Agent shall promptly pay to each L/C Participant that has paid its applicable portion of such reimbursement obligation, in Dollars and in same day funds, an amount equal to such L/C Participant’s share (based upon the proportionate aggregate
amount originally funded by such L/C Participant to the aggregate amount funded by all L/C Participants) of the principal amount of such reimbursement obligation and interest thereon accruing after the purchase of the respective L/C Participations.

 (e) The obligations of the L/C Participants to make payments to the Administrative Agent for the account of the Letter of
Credit Issuer with respect to Letters of Credit issued by it shall be irrevocable and not subject to counterclaim, set-off or other defense or any other qualification or exception whatsoever and shall be made in accordance with the terms and
conditions of this Agreement under all circumstances, including any of the following circumstances: 

  
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 (i) any lack of validity or enforceability of this Agreement; 

(ii) the existence of any claim, set-off, defense or other right that the Borrower may have at any time against a
beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, the Letter of Credit Issuer, any Lender or other Person, whether in connection with
this Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between the Borrower and the beneficiary named in any such Letter of Credit); 

(iii) any draft, certificate or any other document presented under any Letter of Credit proving to be forged, fraudulent,
invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; 

(iv) the surrender or impairment of any security for the performance or observance of any of the terms of this Agreement;
or 
 (v) the occurrence of any Default or Event of Default; 

provided that no L/C Participant shall be obligated to pay to the Administrative Agent for the account of the Letter of Credit Issuer such L/C
Participant’s Revolving Credit Commitment Percentage of any unreimbursed amount arising from any wrongful payment made by the Letter of Credit Issuer under a Letter of Credit as a result of acts or omissions constituting willful misconduct or
gross negligence on the part of the Letter of Credit Issuer as determined by a final judgment of a court of competent jurisdiction. 
 3.4 Agreement to Repay Letter of Credit Drawings. 
 (a) The Borrower hereby
agrees to reimburse the Letter of Credit Issuer, by making payment to the Administrative Agent in Dollars in immediately available funds at the office of the Administrative Agent from time to time notified by the Administrative Agent to the Borrower
(but initially the office set forth for the Administrative Agent in Section 12.2(a)(ii)), for any payment or disbursement made by the Letter of Credit Issuer under any Letter of Credit (each such amount so paid until reimbursed, an
“Unpaid Drawing”) immediately after, and in any event on the date of, such payment, with interest on the amount so paid or disbursed by the Letter of Credit Issuer, to the extent not reimbursed prior to 5:00 p.m. (New York time) on
the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date the Letter of Credit Issuer is reimbursed therefor, at a rate per annum that shall at all times be 2% above the Applicable Margin for
Revolving Credit Loans plus the ABR as in effect from time to time. 
 (b) The Borrower’s obligations under this
Section 3.4 to reimburse the Letter of Credit Issuer with respect to Unpaid Drawings (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff,
counterclaim or defense to payment that the Borrower or any other Person may have or have had 

  
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against the Letter of Credit Issuer, the Administrative Agent or any Lender (including in its capacity as an L/C Participant), including any defense based upon the failure of any drawing under a
Letter of Credit (each a “Drawing”) to conform to the terms of the Letter of Credit, any nonapplication or misapplication by the beneficiary of the proceeds of such Drawing or any of the circumstances described in Sections
3.3(e)(i) to 3.3(e)(v), inclusive; provided that the Borrower shall not be obligated to reimburse the Letter of Credit Issuer for any wrongful payment made by the Letter of Credit Issuer under the Letter of Credit issued by it as a result
of acts or omissions constituting willful misconduct or gross negligence on the part of the Letter of Credit Issuer as determined by a final judgment of a court of competent jurisdiction. 

(c) Each payment by the Letter of Credit Issuer under any Letter of Credit shall constitute a request by the Borrower for a Revolving
Credit Loan, subject to Section 6.2, in the amount of the Unpaid Drawing in respect of such Letter of Credit. The Letter of Credit Issuer shall notify the Borrower and the Administrative Agent, by 10:00 a.m. (New York time) on any
Business Day on which the Letter of Credit Issuer intends to honor a drawing under a Letter of Credit, of (i) the Letter of Credit Issuer’s intention to honor such drawing and (ii) the amount of such drawing. Unless instructed by the
Borrower by 10:30 a.m. (New York time) on such Business Day that it intends to reimburse the Letter of Credit Issuer for the amount of such drawing with funds other than the proceeds of Loans, the Administrative Agent shall promptly notify each
Lender of such drawing and the amount of its Revolving Credit Loan to be made in respect thereof, and each Lender shall be irrevocably obligated to make ABR Loans to the Borrower in the amount of such Lender’s Revolving Credit Commitment
Percentage of the applicable Unpaid Drawing by 12:00 noon (New York time) on such Business Day by making the amount of such Revolving Credit Loan available to the Administrative Agent at the office of the Administrative Agent from time to time
notified by the Administrative Agent to the Borrower (but initially the office set forth for the Administrative Agent in Section 12.2(a)(ii)). Such Revolving Credit Loans shall be made without regard to the Minimum Borrowing Amount. The
Administrative Agent shall use the proceeds of such Revolving Credit Loans solely for the purpose of reimbursing the Letter of Credit Issuer for the related Unpaid Drawing. 
 3.5 Increased Costs. 
 If after the date hereof, the adoption of any
applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or
actual compliance by the Letter of Credit Issuer or any L/C Participant with any request or directive made or adopted after the date hereof (whether or not having the force of law), by any such authority, central bank or comparable agency shall
either (a) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by the Letter of Credit Issuer, or any L/C Participant’s L/C Participation therein, (b) impose
on the Letter of Credit Issuer or any L/C Participant any other conditions affecting its obligations under this Agreement in respect of Letters of Credit or L/C Participations therein or any Letter of Credit or such L/C Participant’s L/C
Participation therein, or (c) subject the Letter or Credit Issuer or any L/C Participant to any taxes (other than any (A) Taxes, (B) Other Taxes, (C) taxes excluded by Section 5.3(a)(i) or 5.3(a)(ii), or
(D) taxes excluded by Section 5.3(b)) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto); and the result


  
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of any of the foregoing is to increase the cost to the Letter of Credit Issuer or such L/C Participant of issuing, maintaining or participating in such Letter of Credit, or to reduce the amount
of any sum received or receivable by the Letter of Credit Issuer or such L/C Participant hereunder (other than any such increase or reduction attributable to taxes) in respect of Letters of Credit or any L/C Participations therein, then, promptly
after receipt of written demand to the Borrower by the Letter of Credit Issuer or such L/C Participant, as the case may be (a copy of which notice shall be sent by the Letter of Credit Issuer or such L/C Participant to the Administrative Agent), the
Borrower shall pay to the Letter of Credit Issuer or such L/C Participant such additional amount or amounts as will compensate the Letter of Credit Issuer or such L/C Participant for such increased cost or reduction (provided that the determination
of such additional amount or amounts shall be made in good faith (and not on an arbitrary or capricious basis) and consistent with similarly situated customers of the applicable Letter of Credit Issuer (after consideration of such factors as such
Lender then reasonably determines to be relevant)), it being understood and agreed, however, that neither the Letter of Credit Issuer nor any L/C Participant shall be entitled to such compensation as a result of such Person’s compliance with,
or pursuant to any request or directive to comply with, any such law, rule or regulation as in effect on the date hereof. A certificate submitted to the Borrower by the Letter of Credit Issuer or any L/C Participant, as the case may be (a copy of
which certificate shall be sent by the Letter of Credit Issuer or such L/C Participant to the Administrative Agent), setting forth in reasonable detail the basis for the determination of such additional amount or amounts necessary to compensate the
Letter of Credit Issuer or such L/C Participant as aforesaid shall be conclusive and binding on the Borrower absent clearly demonstrable error. 
 For purposes of this Section 3.5, and notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, requirements,
guidelines and directives thereunder or issued in connection therewith or in implementation thereof and (ii) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee
on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case shall be deemed to have been enacted, adopted and issued after the date
hereof, regardless of the date enacted, adopted, issued or implemented. 
 3.6 Successor Letter of Credit Issuer.

 The Letter of Credit Issuer may resign as the Letter of Credit Issuer upon 60 days’ prior written notice to the
Administrative Agent, the Lenders and the Borrower. If the Letter of Credit Issuer shall resign as the Letter of Credit Issuer under this Agreement, then the Borrower shall appoint from among the Lenders with Revolving Credit Commitments a successor
issuer of Letters of Credit, whereupon such successor issuer shall succeed to the rights, powers and duties of the Letter of Credit Issuer, and the term “Letter of Credit Issuer” shall mean such successor issuer effective upon such
appointment. At the time such resignation shall become effective, the Borrower shall pay to the resigning Letter of Credit Issuer all accrued and unpaid fees pursuant to Sections 4.1(c) and 4.1(d). The acceptance of any appointment as
the Letter of Credit Issuer hereunder by a successor Lender shall be evidenced by an agreement entered into by such successor, in a form satisfactory to the Borrower and the Administrative Agent and, from and after the effective date of such
agreement, such successor Lender shall have all the rights and 

  
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obligations of the previous Letter of Credit Issuer under this Agreement. After the resignation of the Letter of Credit Issuer hereunder, the resigning Letter of Credit Issuer shall remain a
party hereto and shall continue to have all the rights and obligations of the Letter of Credit Issuer under this Agreement with respect to Letters of Credit issued by it prior to such resignation, but shall not be required to issue additional
Letters of Credit. After any retiring Letter of Credit Issuer’s resignation as Letter of Credit Issuer, the provisions of this Agreement relating to the Letter of Credit Issuer shall inure to its benefit as to any actions taken or omitted to be
taken by it (a) while it was the Letter of Credit Issuer under this Agreement or (b) at any time with respect to Letters of Credit issued by the Letter of Credit Issuer. 

ARTICLE 4 

FEES; COMMITMENTS 
 4.1 Fees. 
 (a) The Borrower agrees to pay to the Administrative Agent, for
the account of each Lender (in each case pro rata according to the respective Available Revolving Credit Commitments of all such Lenders), a commitment fee for each day from and including the Closing Date to but excluding the Revolving Credit
Maturity Date on the average daily closing balances of the unused amount of the Total Revolving Credit Commitment. Such commitment fee shall be payable in arrears (i) on the last Business Day of each of March, June, September and December (for
the three-month period (or portion thereof) ended on such day) and (ii) on the Revolving Credit Maturity Date (for the period ended on such date for which no payment has been received pursuant to clause (i) above), and shall be computed
during such period at the Commitment Fee Rate on the average daily closing balances of the unused amount of the Total Revolving Credit Commitment. Notwithstanding the foregoing, the Borrower shall not be obligated to pay any amounts to any
Defaulting Lender pursuant to this Section 4.1. 
 (b) The Borrower agrees to pay to the Administrative Agent, for
the account of the Lenders pro rata on the basis of their respective Letter of Credit Exposure, a fee in respect of each Letter of Credit (the “Letter of Credit Fee”), for the period from and including the date of issuance of
such Letter of Credit to, but not including, the termination date of such Letter of Credit computed during such period at a per annum rate equal to the Applicable Margin then in effect for Revolving Credit Loans that are LIBOR Loans on the average
daily Stated Amount of such Letter of Credit. Such Letter of Credit Fees shall be due and payable quarterly in arrears on the last Business Day of each of March, June, September and December (for the three-month period (or portion thereof) ended on
such day) and on the date upon which the Total Revolving Credit Commitment terminates and the Letters of Credit Outstanding shall have been reduced to zero. 
 (c) The Borrower agrees to pay directly to the Letter of Credit Issuer a fee in respect of each Letter of Credit issued by it (the “Fronting Fee”), for the period from and including the
date of issuance of such Letter of Credit to but not including the termination date of such Letter of Credit, computed during such period at a per annum rate equal to a rate mutually agreed upon between the Borrower and the Letter of Credit Issuer
on the average daily Stated Amount of such Letter of Credit. Such Fronting Fees shall be due and payable quarterly in arrears on the last Business Day of each of March, June, September and December (for the three-month period (or portion thereof)
ended on such day) and on the date upon which the Total Revolving Credit Commitment terminates and the Letters of Credit Outstanding shall have been reduced to zero. 

  
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 (d) The Borrower agrees to pay directly to the Letter of Credit Issuer upon each renewal of,
drawing under and/or amendment of a Letter of Credit issued by it such amount as the Letter of Credit Issuer and the Borrower may agree upon for issuances or renewal or drawings under or amendments of letters of credit issued by it. 

(e) The Borrower agrees to pay to the Administrative Agent, for the benefit of the Administrative Agent, the fees for acting as
administrative agent in the amounts and on the dates previously agreed to in writing by the Borrower and the Administrative Agent, as amended from time to time by agreement between the Administrative Agent and the Borrower. 

(f) The Borrower agrees to pay on the Closing Date to the Arrangers, for the benefit of the Arrangers, the fees in the amounts previously
agreed to in writing by the Borrower and the Arrangers. 
 4.2 Voluntary Reduction of Revolving Credit Commitments.

 Upon at least two Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) to the
Administrative Agent (which notice the Administrative Agent shall promptly transmit to each of the Lenders), the Borrower shall have the right, without premium or penalty, on any day, to permanently terminate or reduce the Total Revolving Credit
Commitment in whole or in part; provided that (i) any such reduction shall apply proportionately and permanently to reduce the Revolving Credit Commitment of each of the Lenders, (ii) any partial reduction pursuant to this
Section 4.2 shall be in the amount of at least $1,000,000, (iii) after giving effect to any such partial reduction of the Total Revolving Credit Commitment, the Total Revolving Credit Commitment shall be at least $5,000,000 and
(iv) after giving effect to such termination or reduction and to any prepayments of the Revolving Credit Loans made on the date thereof in accordance with this Agreement, the sum of (A) the aggregate outstanding principal amount of the
Revolving Credit Loans and (B) the Letters of Credit Outstanding shall not exceed the Total Revolving Credit Commitment. 

4.3 Mandatory Termination of Commitments. 
 The Total Revolving Credit Commitment shall terminate at 2:00 p.m. (New York time) on the Revolving Credit Maturity Date. 
 ARTICLE 5 
 PAYMENTS 

5.1 Prepayments. 
 The Borrower shall have the right to prepay any Borrowing, without premium or penalty, in whole or in part at any time and from time to time. Such prepayment of Revolving Credit Loans shall be subject to
the following conditions: (a) the Borrower shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR
Loans) the specific 

  
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Borrowing(s) to be prepaid, which notice shall be given by the Borrower no later than 10:00 a.m. (New York time) three Business Days prior to the date of such prepayment and shall promptly be
transmitted by the Administrative Agent to each of the Lenders; (b) each partial prepayment of Revolving Credit Loans shall be in an amount that is a multiple of $100,000 and in an aggregate principal amount of at least $5,000,000;
provided that no partial prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Loans; and
(c) any prepayment of LIBOR Loans pursuant to this Section 5.1 on any day other than the last day of a LIBOR Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of
Section 2.11; provided further that at the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Revolving Credit Loan of a Defaulting
Lender. Each prepayment of a Borrowing shall be applied ratably to the Revolving Credit Loans included in the prepaid Borrowing. 
 5.2 Method and Place of Payment. 
 (a) Except as otherwise specifically
provided herein, all payments to be made by the Borrower under this Agreement shall be made, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for, as the case may be, the (i) ratable account of all the Lenders
holding Revolving Credit Loans or (ii) account of each Letter of Credit Issuer, not later than 12:00 Noon (New York time) on the date when due. Such payments shall be made in immediately available funds at the office of the Administrative Agent
from time to time notified by the Administrative Agent to the Borrower (but initially the office set forth for the Administrative Agent in Section 12.2(a)(ii)), it being understood that written or facsimile notice by the Borrower to the
Administrative Agent to make a payment from the funds in its account at an office of the Administrative Agent shall constitute the making of such payment to the extent of such funds held in such account. The Administrative Agent will thereafter
cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York time) on such day, otherwise the next Business Day) like funds relating to the payment of principal or interest or
Fees ratably to the Lenders entitled thereto. A payment shall be deemed to have been made by the Administrative Agent on the date on which it is required to be made under this Agreement if the Administrative Agent has, on or before such date, taken
steps to make such payment in accordance with the regulations or operating procedures of the clearing or settlement system used by the Administrative Agent in order to make such payment. 

(b) Any payments under this Agreement that are made later than 2:00 p.m. (New York time) shall be deemed to have been made on the next
succeeding Business Day. Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal,
interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension. 
 5.3
Net Payments. 
 (a) All payments made by the Borrower under this Agreement shall be made free and clear of, and without
deduction or withholding for or on account of, any current or future income 

  
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or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, excluding
(i) any net income taxes and franchise taxes (imposed in lieu of net income taxes) imposed on the Administrative Agent or any Lender, (ii) any such taxes attributable to the failure of the Administrative Agent or any Lender to comply with
Section 5.3(c) and (iii) any such taxes imposed on the Administrative Agent or any Lender as a result of a current or former connection between the Administrative Agent or such Lender and the jurisdiction of the Governmental
Authority imposing such tax or any political subdivision or taxing authority thereof or therein (other than any such connection arising solely from the Administrative Agent or such Lender having executed, delivered or performed its obligations or
received a payment under, or enforced, this Agreement) (“Taxes”) except to the extent that such deduction or withholding is required by any applicable law, as modified by the administrative practice of any relevant Governmental
Authority then in effect. If any such Taxes are required to be withheld from any amounts payable to the Administrative Agent or any Lender hereunder, the Borrower shall: 

(A) promptly notify the Administrative Agent of such requirement; 

(B) promptly pay to the relevant Governmental Authority when due the full amount required to be deducted or withheld
(including the full amount of Taxes required to be deducted or withheld from any additional amount paid by the Borrower to the Administrative Agent or such Lender under this Section 5.3(a); 

(C) as promptly as possible thereafter, forward to the Administrative Agent and such Lender an official receipt (or a
certified copy), or other documentation reasonably acceptable to the Administrative Agent and such Lender, evidencing such payment to such Governmental Authority; and 

(D) pay to the Administrative Agent or such Lender, in addition to the payment to which the Administrative Agent or such
Lender is otherwise entitled under this Agreement, such additional amount as is necessary to ensure that the net amount actually received by the Administrative Agent or such Lender, after deduction or withholding for any such Taxes, will equal the
full amount the Administrative Agent or such Lender would have received had no such deduction or withholding been required. 

If the Borrower fails to pay to the relevant Governmental Authority when due any Taxes that it was required to deduct or withhold under
this Section 5.3(a) in respect of any payment to or for the benefit of the Administrative Agent or any Lender under this Agreement or fails to furnish the Administrative Agent or such Lender, as applicable, with the documentation
referred to in this Section 5.3(a) when required to do so, the Borrower shall forthwith on demand fully indemnify the Administrative Agent or such Lender for any incremental taxes, interest, costs or penalties that may become payable by
the Administrative Agent or such Lender as a result of such failure. 
 The Borrower’s obligations under this
Section 5.3(a) shall survive the termination of this Agreement and the payment of the Revolving Credit Loans and all other amounts payable hereunder. 

  
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 (b) Notwithstanding Section 5.3(a), the Borrower shall not be required to
indemnify or pay any additional amounts in respect of withholding tax applicable to any amount payable under this Agreement pursuant to Section 5.3(a) above to any Non-U.S. Lender, except if any such Revolving Credit Loans were assigned,
participated or transferred to such Non-U.S. Lender at the request of the Borrower or were assigned, participated or transferred to such Non-U.S. Lender following the occurrence of and during the continuance of an Event of Default pursuant to
Section 10.1 or 10.5. The Borrower shall not be required to indemnify or pay any additional amounts in respect of any U.S. federal witholding Taxes imposed under FATCA. 

(c) Any Lender that is entitled to an exemption from or reduction of Tax with respect to payments made under this Agreement shall deliver
to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent
as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by
applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting
requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 5.3(c)(i) and (c)(ii) below)
shall not be required if in the Person’s reasonable judgment such completion, execution or submission would subject such Person to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such
Person. Without limiting the generality of the foregoing: 
 (i) The Administrative Agent and each Lender that
is a “United States person,” as defined under Section 7701(a)(30) of the Code, shall deliver to the Borrower and, as the case may be, the Administrative Agent on or prior to the date on which such Person becomes a party under this
Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed originals of Internal Revenue Service Form W-9 certifying that such Person is exempt from U.S. federal backup withholding
tax; 
 (ii) Each Non-U.S. Lender shall: 

(A) deliver to the Borrower and the Administrative Agent two copies of either (x) in the case of a Non-U.S. Lender
claiming exemption from U.S. federal withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest”, United States Internal Revenue Service Form W-8BEN, (together with a certificate
representing that such Non-U.S. Lender is not a bank for purposes of Section 881(c) of the Code, is not a 10-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the Borrower and is not a controlled foreign
corporation related to the Borrower (within the meaning of Section 864(d)(4) of the Code)), or (y) Internal Revenue Service Form W-8BEN or W-8ECI, in each case properly completed and duly executed by such Non-U.S. Lender claiming complete
exemption from, or reduced rate of, U.S. Federal withholding tax on payments by the Borrower under this Agreement; 

  
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 (B) to the extent such Non-U.S. Lender is not the beneficial owner, deliver
executed originals of Internal Revenue Service Form W-8IMY, accompanied by Internal Revenue Service Form W-8ECI, W-8BEN, W-9, a certificate described in clause (A), and/or other certification documents from each beneficial owner, as applicable;
provided that if the Non-U.S. Lender is a partnership and one or more direct or indirect partners of such Non-U.S. Lender are claiming the portfolio interest exemption, such Non-U.S. Lender may provide the certificate described in clause (A) on
behalf of each such direct and indirect partner; 
 Each Lender and the Administrative Agent agrees that if any form or
certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and, as the case may be, the Administrative Agent in writing of its legal
inability to do so. Each Person that shall become a Participant pursuant to Section 12.6 or a Lender pursuant to Section 12.6 shall, upon the effectiveness of the related transfer, be required to provide all the forms and
statements required pursuant to this Section 5.3(c), provided that in the case of a Participant such Participant shall furnish all such required forms and statements to the Lender from which the related participation shall have been
purchased. 
 (d) If the Borrower determines in good faith that a reasonable basis exists for contesting any Taxes for which
indemnification has been demanded hereunder, the relevant Lender or the Administrative Agent, as applicable, shall cooperate with the Borrower in challenging such Taxes at the Borrower’s expense if so requested by the Borrower. If any Lender or
the Administrative Agent, as applicable, receives a refund of, or credit for, a Tax for which a payment has been made by the Borrower pursuant to this Agreement, which refund or credit in the good faith judgment of such Lender or the Administrative
Agent, as the case may be, is attributable to such payment made by the Borrower, then the Lender or the Administrative Agent, as the case may be, shall reimburse the Borrower for such amount as the Lender or the Administrative Agent, as the case may
be, determines to be the proportion of the refund or credit as will leave it, after such reimbursement, in no better or worse position than it would have been in if the payment had not been required. A Lender or Administrative Agent shall claim any
refund or credit that it determines is available to it, unless it concludes in its reasonable discretion that it would be adversely affected by making such a claim. Neither such Lender nor the Administrative Agent shall be obliged to disclose any
information regarding its tax affairs or computations to the Borrower in connection with this paragraph (d) or any other provision of this Section 5.3. 
 (e) Each Lender shall severally indemnify the Administrative Agent for any taxes (but, in the case of any Taxes or Other Taxes, only to the extent that the Borrower has not already indemnified the
Administrative Agent for such Taxes or Other Taxes and without limiting the obligation of the Borrower to do so) attributable to such Lender that are paid or payable by the Administrative Agent in connection with this Agreement and any reasonable
expenses arising therefrom or with respect thereto, whether or not such taxes were correctly or 

  
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legally imposed or asserted by the relevant Governmental Authority. The indemnity under this Section 5.3(e) shall be paid within ten (10) days after the Administrative Agent
delivers to the applicable Lender a certificate stating the amount of taxes so paid or payable by the Administrative Agent. Such certificate shall be conclusive of the amount so paid or payable absent manifest error. 

(f) If a payment made to a Lender under this Agreement or any related loan document would be subject to U.S. federal withholding Tax
imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the
Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by
Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under
FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (f), “FATCA” shall include
any amendments made to FATCA after the date of this Agreement. 
 5.4 Computations of Interest and Fees. 

(a) All interest and fees hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to
the ABR at times when the ABR is based on the prime rate of the Administrative Agent shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed
(including the first day but excluding the last day). The applicable ABR or LIBOR rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error. 

(b) All interest payments to be made under this Agreement shall be paid without allowance or deduction for deemed re-investment or
otherwise, both before and after maturity and before and after default and/or judgment, if any, until payment of the amount on which such interest is accruing, and interest will accrue on overdue interest, if any. 

(c) The amount of costs and expenses required to be paid or reimbursed by the Borrower pursuant to Section 12.5 or any other
provision of this Agreement shall bear interest until paid, as well after as before demand, default, maturity and judgment, at the highest rate provided for in Section 2.8(c). 

(d) If interest is not paid on the indebtedness of the Borrower to the Lenders hereunder, or any part thereof, as and when interest is
due and payable hereunder, unpaid interest shall bear interest until paid, as well after as before demand, default, maturity and judgment, at the rates provided for in Section 2.8(c). 

  
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 ARTICLE 6 
 CONDITIONS PRECEDENT 
 6.1 Conditions Precedent to Initial
Effectiveness. 
 The obligation of each Lender to make any Revolving Credit Loan requested to be made by it on any date and
the obligations of each Letter of Credit Issuer to issue, extend or increase Letters of Credit shall become effective on the date on which each of the following conditions are satisfied: 

(a) Credit Agreement. The Administrative Agent shall have received this Agreement, executed and delivered by a
duly authorized officer of each of the parties hereto. 
 (b) Closing Date Certificate. The
Administrative Agent shall have received a certificate of the Borrower, dated the Closing Date, substantially in the form of Exhibit D, with appropriate insertions, executed by the President or any Vice President and the Secretary or any
Assistant Secretary of the sole member of the Borrower (the “Closing Date Certificate”). 
 (c)
Proceedings of the Borrower. The Administrative Agent shall have received a copy of the resolutions, in form and substance satisfactory to the Administrative Agent, of the Board of Directors of the Borrower (or a duly authorized committee
thereof) authorizing (a) the execution, delivery and performance of this Agreement (and any agreements relating thereto) and (b) the extensions of credit contemplated hereunder. 

(d) Organic Documents. The Administrative Agent shall have received (i) true and complete copies of the
articles of organization and operating agreement of the Borrower, (ii) a certificate of good standing with respect to the Borrower issued by its jurisdiction of incorporation or organization and (iii) to the extent reasonably requested in
writing by any of the Lenders, all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, at least
two Business Days prior to the Closing Date. 
 (e) Fees. The Administrative Agent, the Arrangers and the
Lenders shall have received all fees and other amounts due and payable on or prior to the Closing Date, including the fees referred to in Section 4.1(e) to be received on the Closing Date. 

(f) Existing Credit Agreements. The Administrative Agent shall have received reasonably satisfactory evidence that
each of (i) the Borrower’s Revolving Credit Agreement dated as of January 29, 2008, by and among various financial institutions and other persons from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent,
and (ii) the Borrower’s Revolving Credit Agreement, dated as of February 11, 2011, by and among various financial institutions and other persons from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent,
shall be simultaneously terminated and all outstanding commitments, loans and other 

  
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amounts due and payable thereunder shall have been paid in full and all letters of credit issued and outstanding thereunder shall have been terminated, replaced or continued under this Agreement.

 (g) Legal Opinions. The Administrative Agent shall have received in form and substance reasonably
satisfactory to it the executed legal opinions of (i) counsel to the Borrower with respect to the execution and delivery of this Agreement by the Borrower, the validity, binding effect, legality and enforceability of this Agreement, compliance
with certain applicable law and such other matters as the Administrative Agent may reasonably request in form and substance satisfactory to the Administrative Agent and (ii) special Michigan counsel to the Borrower with respect to the status
and capacity of the Borrower, the due authorization of this Agreement, compliance with the Organic Documents of the Borrower and with certain applicable law and such other matters as the Administrative Agent may reasonably request in form and
substance satisfactory to the Administrative Agent. 
 (h) Governmental Approvals. The Administrative
Agent shall have received evidence that all governmental approvals necessary in connection with the transactions contemplated hereby (including, without limitation, approval from the United States of America Federal Energy Regulatory Commission of
the application pursuant to section 204 of the Federal Power Act) shall have been obtained and are in full force and effect. 
 (i) Financial Statements and Projections. The Lenders shall have received (i) satisfactory audited consolidated financial statements of the Borrower for the fiscal years ended
December 31, 2010 and December 31, 2011, (ii) satisfactory unaudited interim consolidated financial statements of the Borrower for the quarterly period ended March 31, 2012 and (iii) satisfactory financial statement
projections through and including the Borrower’s 2016 fiscal year (the “Projections”). 
 6.2
Conditions Precedent to All Credit Events. 
 The obligation of each Lender to make any Revolving Credit Loan requested to
be made by it on any date (including its initial Revolving Credit Loans) and the obligation of each Letter of Credit Issuer to issue, extend or increase Letters of Credit on any date is subject to the satisfaction of the following conditions
precedent: 
 (a) No Default; Representations and Warranties True and Correct. At the time of each Credit
Event and also after giving effect thereto (i) there shall exist no Default or Event of Default and (ii) all representations and warranties made by the Borrower contained herein (other than, except in the case of the initial Credit Event,
Section 7.14 hereof) shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Credit Event (except where such representations and
warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date). 

  
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 (b) Notice of Borrowing; Letter of Credit Request. Prior to the
making of each Revolving Credit Loan, the Administrative Agent shall have received a Notice of Borrowing (whether in writing or by telephone) meeting the requirements of Section 2.3. Prior to the issuance of each Letter of Credit, the
Administrative Agent and the Letter of Credit Issuer shall have received a Letter of Credit Request meeting the requirements of Section 3.2(a). 
 The acceptance of the benefits of each Credit Event shall constitute a representation and warranty by the Borrower to each of the Lenders that all the applicable conditions specified above exist as of
that time. 
 ARTICLE 7 
 REPRESENTATIONS AND WARRANTIES 
 In order to induce the Lenders to enter
into this Agreement and to make the Revolving Credit Loans and issue or participate in Letters of Credit as provided for herein, the Borrower (as to itself and each of its Subsidiaries) makes the following representations and warranties to, and
agreements with, the Lenders, all of which shall survive the execution and delivery of this Agreement and the making of the Revolving Credit Loans and the issuance of Letters of Credit. 

7.1 Organizational Status. 
 The Borrower is validly organized and existing and in good standing under the laws of the state or jurisdiction of its incorporation or organization, is duly qualified to do business and is in good
standing as a foreign entity in each jurisdiction where the nature of its business requires such qualification (except where the failure to be so qualified could not reasonably be expected to result in a Material Adverse Effect), and has full power
and authority and holds all requisite governmental licenses, permits and other approvals to enter into and perform its obligations under this Agreement, to own and hold under lease its property and to conduct its business substantially as currently
conducted by it. 
 7.2 Capacity, Power and Authority. 

The Borrower has the capacity, power and authority to execute, deliver and carry out the terms and provisions of this Agreement and has
taken all necessary action, partnership, corporate or otherwise, to authorize the execution, delivery and performance of this Agreement. The Borrower has duly executed and delivered this Agreement and this Agreement constitutes the legal, valid and
binding obligation of the Borrower enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors’ rights generally and subject to general principles
of equity. 
 7.3 No Violation. 
 Neither the execution, delivery nor performance by the Borrower of this Agreement nor compliance with the terms and provisions thereof and the other transactions contemplated therein will
(a) contravene any applicable provision of any material law, statute, rule, regulation, order, writ, injunction or decree of any court or Governmental Authority, (b) result in any breach of any of the terms, covenants, conditions or
provisions of, or constitute a default under, or result in the 

  
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creation or imposition of (or the obligation to create or impose) any Lien upon any of the property or assets of the Borrower or any of its Subsidiaries pursuant to, the terms of any material
indenture, loan agreement, lease agreement, mortgage, deed of trust, agreement or other material instrument to which the Borrower or any of its Subsidiaries is a party or by which it or any of its property or assets is bound or (c) violate any
provision of the Borrower’s Organic Documents. 
 7.4 Litigation. 

There are no actions, suits or proceedings pending or, to the knowledge of the Borrower or any of its Subsidiaries (after due internal
inquiry), threatened with respect to the Business, the Borrower or any of its Subsidiaries that could reasonably be expected to result in a Material Adverse Effect. 
 7.5 Governmental Approvals. 
 No order, consent, approval, license,
authorization, or validation of, or filing, recording or registration with, or exemption by, or notice to, any Governmental Authority (other than those that have been, or on the Closing Date will be, obtained and are in full force and effect) is
required to authorize or is required in connection with (a) the execution, delivery and performance of this Agreement or (b) the legality, validity, binding effect or enforceability of this Agreement. 

7.6 True and Complete Disclosure. 
 To the knowledge of the Borrower, after due inquiry: 
 (a) All
written factual information and data (taken as a whole) heretofore or contemporaneously furnished (other than any projections and pro forma financial information and information of a general industry nature), by or on behalf of the Borrower or any
of its Subsidiaries or any of their respective authorized consultants, agents or representatives in writing to the Administrative Agent and/or any Lender on or before the Closing Date (including all information contained in this Agreement) for
purposes of or in connection with this Agreement or any transaction contemplated herein was true and complete in all material respects on the date as of which such information or data is dated or certified and did not contain any untrue statement of
a material fact or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading at such time in light of the circumstances under which such statements were made. 

(b) The Projections were prepared in good faith based upon assumptions believed by the Borrower to be reasonable at the
time made, it being recognized by the Administrative Agent and the Lenders that such projections are not to be viewed as facts, that whether such projections will be achieved will depend on future events, some of which are not within the
Borrower’s control, and that actual results during the period or periods covered by any such projections may differ from the projected results and that such variances can be significant. 

  
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 7.7 Financial Condition; Financial Statements. 

The Borrower has heretofore furnished to the Lenders (i) the financial statements with respect to the Borrower and its Subsidiaries
for the fiscal year ended December 31, 2011 and with respect to the fiscal quarter ended March 31, 2012 and (ii) the Projections. The financial statements referred to in clause (i) of the immediately preceding sentence present
fairly in all material respects the consolidated financial position of the Borrower and its Subsidiaries at the respective dates of said statements and the results of operations for the respective periods covered thereby, subject, in the case of
quarterly financial statements, to changes resulting from audit and normal year-end adjustments and other adjustments (consisting of normal recurring adjustments) necessary for a fair statement of the results for the interim period. All such
financial statements have been prepared in accordance with GAAP consistently applied, except to the extent provided in the notes to said financial statements. All balance sheets, all statements of income and of cash flow and all other financial
information of each of the Borrower and its Subsidiaries furnished pursuant to Section 8.1 have been and will for periods following the Closing Date be prepared in accordance with GAAP consistently applied, and do or will present fairly
the consolidated financial condition of the Persons covered thereby as at the dates thereof and the results of their operations for the periods covered thereby, subject, in the case of quarterly financial statements to changes resulting from audit
and normal year-end adjustments and other adjustments (consisting of normal recurring adjustments) necessary for a fair statement of the results for the interim period. 
 7.8 Tax Returns and Payments. 
 Each of the Borrower and its Subsidiaries
has filed all material tax returns, domestic and foreign, required to be filed by it and has paid all material taxes and assessments payable by it that have become due, other than those not yet delinquent or contested in good faith. The Borrower and
each of its respective Subsidiaries have paid, or have provided adequate reserves (in the good faith judgment of the management of the Borrower) in accordance with GAAP for the payment of, all material income taxes applicable for all prior fiscal
years and for the current fiscal year to the Closing Date. 
 7.9 Environmental Matters. 

Except as set forth in Schedule II: 
 (a) Other than instances of noncompliance that could not reasonably be expected to have a Material Adverse Effect: (i) the Borrower and each of its Subsidiaries are in compliance with all
Environmental Laws in all jurisdictions in which the Borrower and each of its Subsidiaries are currently doing business (including having obtained all material permits required under Environmental Laws) and (ii) the Borrower will comply and
cause each of its Subsidiaries to comply with all such Environmental Laws (including all permits required under Environmental Laws); and 
 (b) Neither the Borrower nor any of its Subsidiaries has treated, stored, transported or disposed of Hazardous Materials at or from any currently or formerly owned Real Estate or facility relating to its
business in a manner that could reasonably be expected to have a Material Adverse Effect. 

  
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 7.10 Properties. 

The Borrower and each of its Subsidiaries has good title to or a leasehold or easement interest in all of its properties that are
necessary for the operation of its respective business as currently conducted and as proposed to be conducted, free and clear in each case of all Liens (other than any Liens permitted by this Agreement) except where the failure to have such good
title could not reasonably be expected to have a Material Adverse Effect. 
 7.11 Pension and Welfare Plans. 

During the twelve-consecutive-month period prior to the Closing Date and prior to the date of any Credit Event hereunder, except as could
not reasonably be expected have a Material Adverse Effect, (a) no steps have been taken to terminate any Pension Plan, (b) no contribution failure has occurred with respect to any Pension Plan sufficient to give rise to a Lien under
Section 303(k) of ERISA, (c) no condition exists or event or transaction has occurred with respect to any Pension Plan which might result in the incurrence by the Borrower or any member of the Controlled Group of any liability (other than
any liability that relates to the accrual of benefits), fine or penalty and (d) except as disclosed in Schedule III, neither the Borrower nor any member of the Controlled Group has any contingent liability with respect to any
post-retirement benefit under a Welfare Plan, other than liability for continuation coverage described in Part 6 of Title I of ERISA. 
 7.12 Regulations U and X. 
 Neither the making of any Revolving Credit Loan
hereunder nor the use of the proceeds thereof will violate the provisions of F.R.S. Board Regulation U or Regulation X. 

7.13 Investment Company Act. 
 Neither the Borrower nor any of its Subsidiaries is an “investment company” within the meaning of the Investment Company Act of 1940, as amended. 

7.14 No Material Adverse Change. 
 There has been no material adverse change in the business, assets, operations, property or financial condition of the Borrower and its Subsidiaries taken as a whole since December 31, 2011.

 7.15 Deemed Repetition of Representations and Warranties. 

The representations and warranties set out in Sections 7.1 to 7.13 inclusive (and solely in the case of the initial Credit
Event, Section 7.14) will be deemed to be repeated by the Borrower as of the date of each request for a new Credit Event, by the Borrower (but not the conversion or continuation of a Borrowing) and as of the date on which a Successor
Borrower assumes all of the obligations of the Borrower under this Agreement pursuant to Section 9.2(a) (but after giving 

  
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effect to such assumption), except to the extent that on or prior to such date (a) the Borrower has advised the Administrative Agent in writing of a variation in any such representation or
warranty, and (b) the Required Lenders have approved such variation, and except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in
all material respects as of such earlier date. 
 ARTICLE 8 

AFFIRMATIVE COVENANTS 
 The Borrower (on its own behalf and on behalf of each of its Subsidiaries) hereby covenants and agrees that on the Closing Date and thereafter, for so long as this Agreement is in effect and until the
Revolving Credit Maturity Date: 
 8.1 Information Covenants. 

The Borrower will furnish to each Lender and the Administrative Agent: 

(a) Annual Financial Statements. As soon as available and in any event on or before the date that is 90 days after
the end of each fiscal year of the Borrower, the consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal year and the related consolidated statement of operations and cash flows for such fiscal year prepared in
accordance with GAAP consistently applied, setting forth comparative consolidated figures for the preceding fiscal year, and audited by an independent auditing firm of recognized national standing whose opinion shall not be qualified as to the scope
of audit or as to the status of the Borrower or any of its Subsidiaries as a going concern, together in any event with a no-default letter from such auditing firm stating that in the course of its regular audit of the business of the Borrower and
its Subsidiaries, which audit was conducted in accordance with generally accepted auditing standards, as established by the Auditing Standards Board (United States) and with auditing standards of the Public Company Accounting Oversight Board (United
States), such auditing firm has obtained no knowledge of any Default or Event of Default relating to Section 9.4 that has occurred and is continuing or, if in the opinion of such auditing firm such a Default or Event of Default has
occurred and is continuing, a statement as to the nature thereof. 
 (b) Quarterly Financial Statements.
As soon as available and in any event on or before the date that is 45 days after the end of each of the first three fiscal quarters in each fiscal year of the Borrower, commencing with the fiscal quarter ending June 30, 2012, the consolidated
balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal quarter and the related consolidated statement of operations for such fiscal quarter and for the elapsed portion of the fiscal year ended with the last day of such
fiscal quarter, and the related consolidated statement of cash flows and for the elapsed portion of the fiscal year ended with the last day of such fiscal quarter, and setting forth comparative consolidated figures for the related periods in the
prior fiscal year or, in the case of such consolidated balance sheet, for the last day of the prior fiscal year, and prepared in accordance with GAAP consistently applied, all of which shall be certified by


  
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an Authorized Officer of the Borrower, subject to changes resulting from audit and normal year-end adjustments and other adjustments (consisting of normal recurring adjustments) necessary for a
fair statement of the results for the interim period. 
 (c) Officer’s Certificates. At the time of
the delivery of the financial statements provided for in Sections 8.1(a) and (b), a certificate of an Authorized Officer of the Borrower in substantially the form of Exhibit E (a “Compliance Certificate”) to the
effect that no Default or Event of Default exists or, if any Default or Event of Default does exist, specifying the nature and extent thereof, which certificate shall be in form and detail satisfactory to the Administrative Agent, acting reasonably,
and setting forth the calculations required to establish whether the Borrower was in compliance with the provisions of Section 9.4 as at the end of such fiscal year or period, as the case may be. 

(d) Notice of Default or Litigation. Promptly after an Authorized Officer of the Borrower or any of its
Subsidiaries obtains knowledge thereof, notice of (i) the occurrence of any event that constitutes a Default or Event of Default, which notice shall specify the nature thereof, the period of existence thereof and what action the Borrower
proposes to take with respect thereto and (ii) any litigation or governmental proceeding pending or threatened against the Borrower or any of its Subsidiaries that could reasonably be expected to result in a Material Adverse Effect. 

(e) Environmental Matters. Promptly after an Authorized Officer of the Borrower or any of its Subsidiaries obtains
knowledge or notice of any one or more of the following environmental matters, unless such environmental matters would not, individually or when aggregated with all other such matters, be reasonably expected to result in a Material Adverse Effect:

 (i) Any pending or threatened Environmental Claim against the Borrower or any of its Subsidiaries or any Real
Estate (as defined below); 
 (ii) Any condition or occurrence that (x) results in non-compliance by the
Borrower or any of its Subsidiaries with any applicable Environmental Law or (y) could reasonably be anticipated to form the basis of an Environmental Claim against the Borrower or any of its Subsidiaries or any Real Estate; 

(iii) Any condition or occurrence on any Real Estate that could reasonably be anticipated to cause such Real Estate to be
subject to any restrictions on the ownership, occupancy, use or transferability of such Real Estate under any Environmental Law; and 
 (iv) The taking of any removal or remedial action in response to the actual or alleged presence of any Hazardous Material on any Real Estate. 

All such notices shall describe in reasonable detail the nature of the claim, investigation, condition, occurrence or
removal or remedial action and the Borrower’s response thereto. The term “Real Estate” shall mean land, buildings and improvements owned or leased by the Borrower or any of its Subsidiaries, but excluding all operating fixtures
and equipment, whether or not incorporated into improvements. 

  
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 (f) Pension Plans. Promptly after an Authorized Officer of the
Borrower or any of its Subsidiaries obtains knowledge thereof where the liability, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, notice of and copies of all documentation relating to
(i) the institution of any steps by any Person to terminate any Pension Plan, (ii) the failure to make a required contribution to any Pension Plan if such failure is sufficient to give rise to a Lien under Section 302(f) of ERISA,
(iii) the taking of any action with respect to a Pension Plan which could result in the requirement that the Borrower or any of its Subsidiaries furnish a bond or other security to such Pension Plan, or (iv) the occurrence of any event
with respect to any Pension Plan which could result in the incurrence by the Borrower or any of its Subsidiaries of any material liability, fine or penalty. 
 (g) Other Information. Promptly upon filing thereof, copies of any filings or registration statements with, and reports to, any Governmental Authority in any relevant jurisdiction by the Borrower
or any of its Subsidiaries pursuant to applicable securities laws (other than amendments to any registration statement (to the extent such registration statement, in the form it becomes effective, is delivered to the Lenders), exhibits to any
registration statement) and copies of all financial statements, proxy statements, notices and reports that the Borrower or any of its Subsidiaries shall send to the holders of any publicly issued securities of the Borrower and/or any of its
Subsidiaries in their capacity as such holders (in each case to the extent not theretofore delivered to the Lenders pursuant to this Agreement or filed with the Securities and Exchange Commission and publicly available on EDGAR; provided,
that the Borrower shall give prompt notice to the Administrative Agent of such filing and if requested by any Lender, the Borrower shall promptly deliver a copy of such filing to such requesting Lender) and, with reasonable promptness, such other
information (financial or otherwise) as the Administrative Agent on its own behalf or on behalf of any Lender may reasonably request in writing from time to time. 
 8.2 Books, Record and Inspections. 
 The Borrower will, and will cause each
of its Subsidiaries to, (i) permit officers and designated representatives of the Administrative Agent or the Required Lenders to visit and inspect any of the properties or assets of the Borrower and its Subsidiaries in whomever’s
possession to the extent that it is within the Borrower’s or its Subsidiaries’ control to permit such inspection, and to examine the books of account of the Borrower and any such Subsidiaries and discuss the affairs, finances and accounts
of the Borrower and of any such Subsidiaries with, and be advised as to the same by, its and their officers and independent accountants, and (ii) permit officers and designated representatives of Lenders to view copies of contracts of the
Borrower and its Subsidiaries (subject to reasonable confidentiality arrangements established by the Borrower), all at such reasonable times during normal business hours and intervals and to such reasonable extent as the Administrative Agent, the
Required Lenders or the Lenders, as the case may be, may desire. 

  
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 8.3 Maintenance of Insurance. 

The Borrower will, and will cause each of its Subsidiaries to, at all times maintain in full force and effect, with insurance companies
that the Borrower believes (in the good faith judgment of the management of the Borrower) are financially sound and responsible at the time the relevant coverage is placed or renewed, insurance in at least such amounts and against at least such
risks (and with such risk retentions) as are usually insured against in the same general area by companies engaged in the same or a similar business. 
 8.4 Payment of Taxes. 
 The Borrower will pay and discharge, and will cause
each of its Subsidiaries to pay and discharge, all material taxes, assessments and governmental charges or levies imposed upon it or upon its capital, income or profits, or upon any properties belonging to it, prior to the date on which material
penalties attach thereto, and all lawful material tax or similar claims that, if unpaid, could reasonably be expected to become a material Lien upon any properties of the Borrower or any of its Subsidiaries; provided that neither the Borrower nor
any of its Subsidiaries shall be required to pay any such tax, assessment, charge, levy or claim that is being contested in good faith and by proper proceedings if it has maintained adequate reserves (in the good faith judgment of the management of
the Borrower) with respect thereto in accordance with GAAP. 
 8.5 Organizational Existence. 

The Borrower will do, and will cause each of its Subsidiaries to do, or cause to be done, all things necessary to preserve and keep in
full force and effect its existence and its corporate or other organizational rights and authority, except to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect; provided that, in any case,
(a) the Borrower and its Subsidiaries may consummate any transaction permitted under Section 9.2, (b) any Subsidiary of the Borrower may merge with and into any other wholly-owned Subsidiary of the Borrower and (c) except
to the extent as could reasonably be expected to have a Material Adverse Effect, any Subsidiary of the Borrower may enter into any merger or consolidation for the purpose of changing its organizational form from a corporation to a limited liability
company or from a limited liability company to a corporation. 
 8.6 Compliance with Statutes, Obligations, etc.

 The Borrower will, and will cause each of its Subsidiaries to, comply with all applicable laws, rules, regulations and orders
(including Environmental Laws), except to the extent the failure to do so could not reasonably be expected to have a Material Adverse Effect. 
 8.7 Good Repair. 
 The Borrower will, and will cause each of its
Subsidiaries to, ensure that its properties and equipment used or useful in its business in whomever’s possession they may be to the extent that it is within the Borrower’s or its Subsidiaries’ control to cause the same, are kept in
good repair, working order and condition, normal wear and tear excepted, and that from time to time there are made in such properties and equipment all needful and proper repairs, renewals, replacements, extensions, additions, betterments and
improvements thereto, to the extent and in the manner customary for companies in similar businesses and consistent with third party leases, except in each case to the extent the failure to do so could not be reasonably expected to have a Material
Adverse Effect. 

  
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 8.8 Transactions with Affiliates. 

The Borrower will conduct, and will cause each of its Subsidiaries to conduct, all transactions with any of its Affiliates on terms that
are substantially as favorable to the Borrower or such Subsidiary as it would obtain in a comparable arm’s-length transaction with a Person that is not an Affiliate; provided that the foregoing restrictions shall not apply to
(a) transactions in the ordinary course of business at prices and on terms and conditions not less favorable to the Borrower or such Subsidiary than could be obtained on an arm’s length basis from unrelated third parties,
(b) transactions between and among the Borrower and its wholly owned Subsidiaries that do not involve any other Affiliate and (c) transactions permitted by Section 9.2 or Section 9.3. 

8.9 End of Fiscal Years; Fiscal Quarters. 
 The Borrower will, for financial reporting purposes, cause (a) each of its, and each of its Subsidiaries’, fiscal years to be comprised of twelve calendar months ending on December 31 of
each year and (b) each of its, and each of its Subsidiaries’, fiscal quarters to end on dates consistent with such fiscal year-end; provided that the Borrower may, upon written notice to the Administrative Agent, change the financial
reporting convention specified above to any other financial reporting convention reasonably acceptable to the Administrative Agent, in which case the Borrower and the Administrative Agent will, and are hereby authorized by the Lenders to, make any
adjustments to this Agreement that are necessary in order to reflect such change in financial reporting. 
 8.10 Use of
Proceeds. 
 The Borrower will use the Letters of Credit and the proceeds of all the Revolving Credit Loans only for the
purposes set forth in Section 2.1(b). 
 8.11 Changes in Business. 

From the Closing Date, the Borrower and its Subsidiaries taken as a whole will not fundamentally and substantively alter the character of
their business taken as a whole from the business conducted by the Borrower and its Subsidiaries taken as a whole on the Closing Date and other business activities incidental or related to any of the foregoing (the “Business”).

 ARTICLE 9 
 NEGATIVE COVENANTS 
 The Borrower (on its own behalf and on behalf of each
of its Subsidiaries) hereby covenants and agrees that on the Closing Date and thereafter until the Revolving Credit Maturity Date: 

  
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 9.1 Limitation on Liens. 

The Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon any
property or assets of any kind (real or personal, tangible or intangible) of the Borrower or any of its Subsidiaries, whether now owned or hereafter acquired, except: 

(a) Permitted Liens; 
 (b) Liens securing indebtedness incurred within 180 days of the acquisition, construction or improvement of fixed or capital assets to finance the acquisition, construction or improvement of such fixed or
capital assets; 
 (c) Liens existing on the Closing Date and as set out on Schedule IV; 

(d) Liens existing on the assets of any Person that becomes a Subsidiary, or existing on assets acquired; provided that
such Liens attach at all times only to the same assets that such Liens attached to and secure only the same Indebtedness that such Liens secured, immediately prior to such acquisition; 

(e) Liens in favor of the Borrower; 

(f) (i) Liens placed upon the Capital Stock or assets of any Subsidiary acquired to secure Indebtedness of the Borrower
or any Subsidiary incurred in connection with such acquisition and (ii) Liens placed upon the assets of such Subsidiary acquired pursuant to an acquisition to secure a guarantee by such Subsidiary of any such Indebtedness of the Borrower or any
Subsidiary; 
 (g) Liens (i) on assets of the Borrower (of the same type as constitute collateral under the
First Mortgage Indenture on the date hereof) to secure Indebtedness of the Borrower under the First Mortgage Indenture, including, without limitation, any notes issued thereunder, and (ii) on assets of any other Subsidiary (of the same type
that constitute collateral under the First Mortgage Indenture on the date hereof) to secure Indebtedness of any Subsidiary under any similar mortgage bond indenture, including, without limitation, any notes issued thereunder; 

(h) any Lien securing Indebtedness for the payment, prepayment or redemption of which there shall have been irrevocably
deposited in trust with the trustee or other holder of such Lien moneys and/or investment securities which (together with the interest reasonably expected to be earned from the investment and reinvestment in investment securities of the moneys
and/or the principal of and interest on the investment securities so deposited) shall be sufficient for such purpose; provided, however, that if such Indebtedness is to be redeemed or otherwise prepaid prior to the stated maturity thereof, any
notice requisite to such redemption or prepayment shall have been given in accordance with the instrument creating such Lien or irrevocable instructions to give such notice shall have been given to such trustee or other holder; 

(i) Liens in favor of the United States of America or any State thereof, or any department, agency or instrumentality or
political subdivision of the United States of America or any State thereof or political entity affiliated therewith, to secure partial, 

  
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progress, advance or other payments, or other obligations, pursuant to any contract or statute to secure any Indebtedness incurred for the purpose of financing all or any part of the cost of
acquiring, constructing or improving property subject to such Liens (including Liens incurred in connection with pollution control, industrial revenue or similar financings); 

(j) Liens on any property created, assumed or otherwise brought into existence in contemplation of the sale or other
disposition of the underlying property, whether directly or indirectly, by way of share disposition or otherwise; provided that 180 days from the creation of such Liens the Borrower or the relevant Subsidiary shall have disposed of such property and
any Indebtedness secured by such Liens shall be without recourse to the Borrower or any Subsidiary; 
 (k) the
replacement, extension or renewal of any Lien permitted by clauses (a) through (j) above upon or in the same assets theretofore subject to such Lien or the replacement, extension or renewal (without increase in the amount or change in any
direct or contingent obligor except to the extent otherwise permitted hereunder) of the Indebtedness secured thereby; and 
 (l) additional Liens so long as the aggregate outstanding principal amount of the obligations so secured (including the imputed principal amount of any Capitalized Lease Obligations) for the Borrower and
its Subsidiaries does not exceed $20,000,000 in the aggregate. 
 9.2 Limitation on Fundamental Changes. 

The Borrower will not enter into any merger or consolidation, or liquidate, wind up or dissolve itself (or suffer any liquidation or
dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all its business units, assets or other properties, except that: 

(a) any Subsidiary of the Borrower or any other Person may be merged or consolidated (including by way of liquidation or
winding up) with or into the Borrower; provided that (i) either (x) the Borrower shall be the continuing or surviving entity or (y) the debt rating of the Person (if other than the Borrower) who is the continuing or surviving entity
(the Borrower or Person, as the case may be, being herein referred to as the “Successor Borrower”) shall after giving effect to such merger or consolidation be BBB- or higher from S&P or Baa3 or higher from Moody’s
(provided that in no event shall such Successor Borrower have a debt rating of BB or lower from S&P or Ba2 or lower from Moody’s), as determined pursuant to the definition of “Applicable Margin”, (ii) the Successor Borrower
shall be an entity organized or existing under the laws of the United States or any State thereof, (iii) the Successor Borrower shall expressly assume all the obligations of the Borrower under this Agreement pursuant to a supplement hereto in
form and substance reasonably satisfactory to the Administrative Agent, (iv) no Default or Event of Default is then existing and no Default or Event of Default would result from the consummation of such merger or consolidation, (v) the
Borrower shall be in compliance, on a pro forma basis after giving effect to such merger or consolidation, with 

  
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the covenant set forth in Section 9.4 as such covenant is recomputed as at the last day of the most recently ended fiscal quarter under each such Section as if such merger or
consolidation had occurred on the last day of such fiscal quarter, and (vi) the Borrower shall have delivered to the Administrative Agent an officer’s certificate, in form and substance reasonably satisfactory to the Administrative Agent,
certifying the compliance referred to in clause (v) above and stating that such merger or consolidation and such supplement to this Agreement comply with this Agreement and a legal opinion (in form and substance reasonably satisfactory to the
Administrative Agent) with respect to this Agreement to be delivered, if any, pursuant to clause (iii) above; provided further that if the foregoing are satisfied, such Successor Borrower (if other than the Borrower) will succeed to, and be
substituted for, the Borrower under this Agreement; and 
 (b) the Borrower may enter into any merger or
consolidation for the purpose of changing its organizational form from a corporation to a limited liability company or from a limited liability company to a corporation; provided that such change has no adverse affect on the rights of the Finance
Parties. 
 9.3 Limitation on Dividends. 
 If any Default or Event of Default then exists or would result therefrom, the Borrower will not declare or pay any distributions (other than distributions payable solely in its Capital Stock) or return
any capital to its shareholders or make any other distribution, payment or delivery of property or cash to its shareholders as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for consideration, any of its Capital
Stock or the Capital Stock of any direct or indirect shareholder of the Borrower now or hereafter outstanding (or any warrants for or options or stock appreciation rights in respect of any of its Capital Stock), or set aside any funds for any of the
foregoing purposes, or permit any of its Subsidiaries to purchase or otherwise acquire for consideration any Capital Stock of the Borrower, now or hereafter outstanding (or any options or warrants or stock appreciation rights issued by such Person
with respect to its Capital Stock). 
 9.4 Debt to Capitalization Ratio. 

The Borrower will not permit the Debt to Capitalization Ratio of the Borrower to be greater than 65%, as of the last day of each fiscal
quarter. 
 9.5 Limitation on Sale-Lease Back Transactions. 

The Borrower will not enter into any sale-leaseback transaction (a “Sale and Leaseback Transaction”) involving any of
its property or assets whether now owned or hereafter acquired, whereby the Borrower sells or otherwise transfers such property or assets and thereafter leases or subleases such property or assets or any part thereof or any other property or assets
that the Borrower intends to use for substantially the same purpose or purposes as the property or assets sold or otherwise transferred unless (a) the Borrower would be entitled to incur Indebtedness secured by a Lien on such property or assets
pursuant to Section 9.1 or (b) the Attributable Value of all Sale and Leaseback Transactions entered into pursuant to this Section 9.5 does not exceed $20,000,000. A Sale and Leaseback Transaction shall not be deemed to
result in the creation of a Lien. 

  
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 ARTICLE 10 
 EVENTS OF DEFAULT 
 Each of the following specified events or occurrences
described in Sections 10.1 through 10.8 below shall constitute an “Event of Default”: 
 10.1
Payments. 
 The Borrower shall (a) default in the payment when due of any principal of the Revolving Credit Loans or
(b) default, and such default shall continue for five or more days, in the payment when due of any interest on the Revolving Credit Loans or any Fees or any Unpaid Drawings or of any other amounts owing hereunder. 

10.2 Representations, etc. 
 Any representation, warranty or statement made or deemed made by the Borrower herein or any certificate delivered or required to be delivered pursuant hereto shall prove to be untrue in any material
respect on the date as of which made or deemed made. 
 10.3 Covenants. 

The Borrower shall (i) default in the due performance or observance by it of any term, covenant or agreement contained in
Section 8.1(d), Section 8.5 (solely with respect to the Borrower), Section 8.11 or Article 9, or (ii) default in the due performance or observance by it of any term, covenant or agreement (other than
those referred to in Section 10.1 or 10.2 or clause (i) of this Section 10.3) contained in this Agreement and such default shall continue unremedied for a period of at least 30 days after the receipt of written
notice by the Borrower from the Administrative Agent or the Required Lenders. 
 10.4 Default Under Other Agreements.

 (a) The Borrower or any of its Subsidiaries shall (i) default in any payment with respect to any Indebtedness, in excess
of $15,000,000 in the aggregate, beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created or (ii) default in the observance or performance of any agreement or condition relating to
any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created, or any other event
shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, any such Indebtedness
to become due prior to its stated maturity; or 
 (b) without limiting the provisions of clause (a) above, any such
Indebtedness shall be declared to be due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment, prior to the stated maturity thereof. 

  
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 10.5 Bankruptcy, etc. 

The Borrower or any Subsidiary shall commence a voluntary case concerning itself under the Bankruptcy Code as now or hereafter in effect,
or any successor thereto or any similar legislation in any other applicable jurisdiction (collectively, the “Bankruptcy Code”); or an involuntary case is commenced against the Borrower or any Subsidiary and the petition or
application is not contested within 10 days after commencement of the case; or an involuntary case is commenced against the Borrower or any Subsidiary and the petition or application is not dismissed within 45 days after commencement of the case; or
a receiver, trustee, liquidator, custodian or similar official is appointed for, or takes charge of, all or substantially all of the property of the Borrower or any Subsidiary or the Borrower or any Subsidiary commences any other proceeding under
any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to the Borrower or any Subsidiary itself; or there is
commenced against the Borrower or any Subsidiary any such proceeding that remains undismissed for a period of 45 days; or the Borrower or any Subsidiary is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such
case or proceeding is entered; or the Borrower or any Subsidiary makes a general assignment for the benefit of creditors, files under the Bankruptcy Act or takes a similar action under the Bankruptcy Act; or any corporate or similar action is taken
by the Borrower or any Subsidiary for the purpose of effecting any of the foregoing; or the Borrower or any Subsidiary is unable to pay its debts as they fall due, or makes a general assignment for the benefit of or a composition with its creditors
generally; or the Borrower or any Subsidiary takes any corporate or similar action or other steps are taken or legal proceedings are started for its winding-up, dissolution, administration or insolvent re-organization or for the appointment of a
liquidator, administrator or administrative receiver of it. 
 10.6 Judgments. 

One or more judgments or decrees shall be entered against the Borrower or any of its Subsidiaries involving a liability of $15,000,000 or
more in the aggregate for all such judgments and decrees for the Borrower or any of its Subsidiaries (to the extent not paid or fully covered by insurance provided by a carrier not disputing coverage) and any such judgments or decrees shall not have
been satisfied, vacated, discharged or stayed or bonded pending appeal within 60 days from the entry thereof. 
 10.7 Change
of Ownership. 
 A Change of Ownership shall occur. 

10.8 Pension Plans. 
 Any of the following events shall occur with respect to any Pension Plan: (a) the institution of any steps by the Borrower or any other Person to terminate a Pension Plan if, as a result of such
termination, the Borrower or any of its Subsidiaries could be required to make a contribution to such Pension Plan, or could reasonably expect to incur a liability or obligation to such Pension Plan in respect of such termination; or (b) a
contribution failure occurs with respect to any Pension Plan sufficient to give rise to a Lien under section 302(f) of ERISA, where in each case under clauses (a) or (b) such contribution, liability, obligation or Lien would reasonably be
expected to have a Material Adverse Effect. 

  
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 10.9 Remedies. 

Upon the occurrence of any Event of Default described above, and in any such event, and at any time thereafter, if any Event of Default
shall then be continuing, the Administrative Agent shall, upon the written request of the Required Lenders, by written notice to the Borrower, take any or all of the following actions, without prejudice to the rights of the Administrative Agent to
enforce its claims against the Borrower, except as otherwise specifically provided for in this Agreement (provided that, if an Event of Default specified in Section 10.5 shall occur with respect to the Borrower, the result that would
occur upon the giving of written notice by the Administrative Agent as specified in clauses (i), and (ii) below shall occur automatically without the giving of any such notice): (i) declare the Total Revolving Credit Commitment terminated,
whereupon the Revolving Credit Commitments of each Lender shall forthwith terminate immediately and any Fees theretofore accrued shall forthwith become due and payable without any other notice of any kind; (ii) declare the principal of and any
accrued interest in respect of all Revolving Credit Loans and all obligations owing hereunder to be, whereupon the same shall become, forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby
waived by the Borrower; (iii) terminate any Letter of Credit that may be terminated in accordance with its terms; (iv) direct the Borrower to pay (and the Borrower agrees that upon receipt of such notice, or upon the occurrence of an Event
of Default specified in Section 10.5 with respect to the Borrower, it will pay) to the Administrative Agent at the office of the Administrative Agent from time to time notified by the Administrative Agent to the Borrower (but initially
the office set forth for the Administrative Agent in Section 12.2(a)(ii)) such additional amounts of cash, to be held as security by the Administrative Agent for the benefit of the Letter of Credit Issuer and the Lenders, as collateral
for the Borrower’s reimbursement obligations for Drawings that may subsequently occur thereunder, equal to the aggregate Stated Amount of all Letters of Credit issued and then outstanding; and/or (v) exercise any other remedies that may be
available under this Agreement or applicable law. 
 10.10 Remedies Cumulative. 

The rights and remedies of the Administrative Agent and the Lenders under this Agreement are cumulative and are in addition to and not in
substitution for any rights or remedies provided by law or by equity, and any single or partial exercise by the Lenders of any right or remedy for a default or breach of any term, covenant, condition or agreement herein contained shall not be deemed
to be a waiver of or to alter, affect, or prejudice any other right or remedy or other rights or remedies to which the Lenders may be lawfully entitled for the same default or breach, and any waiver by the Administrative Agent or the Lenders of the
strict observance, performance or compliance with any term, covenant, condition or agreement herein contained, and any indulgence granted by the Administrative Agent or the Lenders shall be deemed not to be a waiver of any subsequent default. In the
event that the Administrative Agent or the Lenders shall have proceeded to enforce any such right, remedy or power contained herein and such proceedings shall have been discontinued or abandoned for any reason, by written agreement between the
Lenders and the Borrower, then in each such event the Borrower and the Lenders shall be restored to their former positions and the rights, remedies and powers of the Lenders shall continue as if no such proceedings had been taken. 

  
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 ARTICLE 11 
 THE ADMINISTRATIVE AGENT 
 Each of the Lenders and the Letter of Credit
Issuer hereby irrevocably appoints the Administrative Agent as its agent and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof,
together with such actions and powers as are reasonably incidental thereto. 
 The bank serving as the Administrative Agent
hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and such bank and its Affiliates may accept deposits from, lend money to and
generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if it were not the Administrative Agent hereunder. 
 The Administrative Agent shall not have any duties or obligations except those expressly set forth herein. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be
subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except
discretionary rights and powers expressly contemplated hereby that the Administrative Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the
circumstances as provided in Section 12.1), and (c) except as expressly set forth herein, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to
the Borrower or any of its Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it
with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 12.1) or in the absence of its own gross negligence or
willful misconduct. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent shall not be
responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement, (ii) the contents of any certificate, report or other document delivered hereunder or
in connection herewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement or any other
agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article 6 or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. 

The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request,
certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone


  
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and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. The Administrative Agent may consult with legal counsel (who may be counsel for the
Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. 

The Administrative Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents
appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the preceding
paragraphs shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for
herein as well as activities as Administrative Agent. 
 Subject to the appointment and acceptance of a successor Administrative
Agent as provided in this paragraph, the Administrative Agent may resign at any time by notifying the Lenders, the Letter of Credit Issuer and the Borrower. Upon any such resignation, the Required Lenders shall have the right, with the consent of
the Borrower (not to be unreasonably withheld), to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice
of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Letter of Credit Issuer, appoint a successor Administrative Agent which shall be a bank with an office in the United States, or an Affiliate of any such
bank. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the
retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between
the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 12.5 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents
and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent. 
 Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made
its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it
shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any related agreement or any document furnished hereunder or thereunder. 

Notwithstanding anything herein to the contrary the Joint Bookrunners, the Joint Lead Arrangers and the Syndication Agent named on the
cover page of this Agreement shall not have any duties or liabilities under this Agreement, except in its capacity, if any, as a Lender. 

  
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 ARTICLE 12 
 MISCELLANEOUS 
 12.1 Amendments and Waivers. 

Neither this Agreement, nor any terms hereof or thereof may be amended, supplemented or modified except in accordance with the provisions
of this Section 12.1. The Required Lenders may from time to time (a) enter into with the Borrower and Administrative Agent, as applicable, written amendments, supplements or modifications hereto for the purpose of adding or amending
any provisions to this Agreement or changing in any manner the rights of the Lenders or of the Borrower hereunder or thereunder, (b) waive, on such terms and conditions as the Required Lenders or the Administrative Agent, as the case may be,
may specify in such instrument, any of the requirements of this Agreement or any Default or Event of Default and its consequences; provided that no such waiver and no such amendment, supplement or modification shall directly (i) forgive any
portion of, or extend or waive the final scheduled maturity date of, any Revolving Credit Loan, or reduce the stated rate of, forgive any portion of or extend the date for the payment of any interest or fee payable hereunder (other than as a result
of waiving the applicability of any post-default increase in interest rates) or extend the final expiration date of any Lender’s Revolving Credit Commitment or extend the final expiration date of any Letter of Credit beyond the L/C Maturity
Date or increase the amount of any of the Revolving Credit Commitments of any Lender or amend Section 3.2, in each case without the written consent of each Lender whose Revolving Credit Loan, interest, fee or Revolving Credit Commitment
is changed as set forth above thereby, or (ii) amend, modify or waive any provision of this Section 12.1 or reduce the percentages specified in the definitions of the terms “Required Lenders” or consent to the assignment
or transfer by the Borrower of its rights and obligations under this Agreement (except as permitted pursuant to Section 9.1), in each case without the written consent of each Lender, or (iii) amend, modify or waive any provision of
Article 11 without the written consent of the then-current Administrative Agent, or (iv) amend, modify or waive any provision of Article 3 or Section 12.6(a)(ii) (to the extent it relates to the Letter of Credit
Issuer) without the written consent of the Letter of Credit Issuer, or (v) amend Section 5.2(a) to the extent that it relates to payments for the ratable account of Lenders without the written consent of each Lender directly and
adversely affected thereby, in each case without the written consent of all the Lenders except as otherwise specifically provided in this Section 12.1 and provided further that at any time that no Default or Event of Default has occurred
and is continuing, the Revolving Credit Commitment of any Lender may be increased for any purpose permitted hereunder, with the consent of such Lender, the Borrower and the Administrative Agent (which consent, in the case of the Administrative
Agent, shall not be unreasonably withheld) and without the consent of the Required Lenders, as provided for in this Section 12.1. 
 Any such waiver and any such amendment, supplement or modification shall apply equally to each of the affected Lenders and shall be binding upon the Borrower, such Lenders, the Administrative Agent and
all future holders of the affected Revolving Credit Loans. In the case of any waiver, the Borrower, the Lenders and the Administrative Agent shall be restored to their former positions and rights hereunder, and any Default or Event of Default waived
shall be deemed to be cured and not continuing, it being understood that no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon. 

  
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 12.2 Notices. 

(a) Notices generally. All notices, requests and demands to or upon the respective parties hereto to be effective shall be in
writing (including by facsimile transmission) and, unless otherwise expressly provided herein, if mailed and properly addressed with postage prepaid or if properly addressed and sent by pre-paid courier service, shall be deemed given when received
and, if transmitted by facsimile, shall be deemed given when the confirmation of transmission thereof is received by the transmitter, in each case addressed as follows in the case of the Borrower, the Administrative Agent and as set forth on
Schedule I in the case of each Lender (or as set forth in the Assignment and Assumption of any Lender which is an Assignee) or to such other address as may be hereafter notified by the respective parties hereto: 

(i) The Borrower: 
 ITC Midwest LLC 
 27175 Energy Way 

Novi, MI 48377 
 Attention: Rejji P. Hayes 
 Facsimile No.: (248) 380-2923

 Telephone No.: (248) 946-3680 

(ii) The Administrative Agent: 
 JPMorgan Chase Bank, N.A. 
 Loan Operations 

10 South Dearborn, 7th Floor 
 Chicago, IL 60603 
 Attention: Teresita Siao 

Facsimile No.: (888) 292-9533 

with copy to (except in the case of notices relating to borrowings, 

continuations, conversions and letters of credit): 

JPMorgan Chase Bank, N.A. 
 10 South Dearborn, 9th Floor 
 Mail Code IL1-0090 

Chicago, IL 60603 
 Attention: Nancy R. Barwig 
     Credit
Executive, Corporate Client Banking, Power and 
     Utilities 

Facsimile No.: (312) 732-1762 

and 
 JPMorgan Chase Bank, N.A. 
 Portfolio Management Administration

 10 South Dearborn, 9th Floor 

Mail Code IL1-0874 
 Chicago, IL 60603 
 Attention: Mary McCorry 

Facsimile No.: (312) 325-3238 

  
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 provided that any notice, request or demand to or upon the Administrative Agent or the Lenders pursuant to
Sections 2.3, 2.6, 2.10, 4.2 and 5.1 shall not be effective until received. 
 (b)
Electronic Communications. Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communications pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not
apply to notices pursuant to Article 2 unless otherwise agreed by the Administrative Agent and the applicable Lender. The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it
hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. 
 (c) Communications on Electronic Transmission System. The Borrower agrees that the Administrative Agent may make communications available to the Lenders by posting such communications on Intralinks
or a substantially similar electronic transmission system (the “Platform”). THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”. THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF
THE COMMUNICATIONS, OR THE ADEQUACY OF THE PLATFORM AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS OR OMISSIONS IN THE COMMUNICATIONS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY THE AGENT PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT OR ANY OF ITS
AFFILIATES OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ADVISORS OR REPRESENTATIVES (COLLECTIVELY, THE “AGENT PARTIES”) HAVE ANY LIABILITY TO THE BORROWER, ANY LENDER OR ANY OTHER PERSON OR ENTITY FOR DAMAGES
OF ANY KIND, INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF THE BORROWER’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS
THROUGH THE INTERNET, EXCEPT TO THE EXTENT THE LIABILITY OF ANY AGENT PARTY IS FOUND IN A FINAL NON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED PRIMARILY FROM SUCH AGENT PARTY’S GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT. 
 12.3 No Waiver; Cumulative Remedies. 

No failure to exercise and no delay in exercising, on the part of the Administrative Agent or any Lender, any right, remedy, power or
privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or
privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law. 

  
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 12.4 Survival of Representations and Warranties. 

All representations and warranties made hereunder and in any document, certificate or statement delivered pursuant hereto or in
connection herewith shall survive the execution and delivery of this Agreement and the making of the Revolving Credit Loans hereunder. 
 12.5 Payment of Expenses and Taxes. 
 (a) The Borrower agrees (i) to
pay or reimburse the Arrangers and the Administrative Agent for all their reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or
modification to, this Agreement and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby (including the syndication of the Revolving Credit
Commitments), including the reasonable fees, disbursements and other charges of one counsel to the Administrative Agent, (ii) to pay or reimburse each Lender and the Administrative Agent for all its reasonable and documented costs and expenses
incurred in connection with the enforcement or preservation of any rights under, or “workout” or restructuring of, this Agreement and any such other documents, including the reasonable fees, disbursements and other charges of counsel to
each Lender and of counsel to the Administrative Agent, (iii) to pay, indemnify, defend and hold harmless each Lender and the Administrative Agent from, any and all recording and filing fees and any and all liabilities with respect to, or
resulting from any delay in paying, stamp, excise and other similar taxes, if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions
contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement and any such other documents (collectively, “Other Taxes”), except for any such Other Taxes
attributable to an assignment or Participation, and (iv) to pay, indemnify, defend and hold harmless each Lender, each Arranger and the Administrative Agent and their respective directors, officers, employees, trustee, agents and Affiliates
(collectively, the “Indemnitees”) from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including
reasonable and documented fees, disbursements and other charges of counsel incurred in connection with any investigative, administrative or judicial proceeding commenced or threatened by any Person, whether or not any such Indemnitee shall be
designated as a party or potential party thereto, and any fees or expenses incurred by any Indemnitee in enforcing this indemnity), whether direct, indirect or consequential, whether based on strict liability or negligence, and whether based on any
federal, provincial or foreign laws, statutes, rules, regulations or guidelines (including Environmental Laws), common law, equity, contract or otherwise that may be imposed on, incurred by or asserted against any Indemnitee, in any manner arising
out of or relating to (A) this Agreement and any other agreements or documents contemplated hereby or thereby, the other transactions contemplated hereby (including the execution, delivery, enforcement, performance and administration of this
Agreement and the breach by the Borrower of, or default by the Borrower under, any of the provisions of this Agreement, any Revolving Credit Loan or Letter of Credit, or the use or 

  
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proposed use of the proceeds thereof), (B) the violation of, non-compliance with or liability under, any Environmental Law applicable to the operations of the Borrower or any of its
Subsidiaries or applicable to any of the Real Estate, or (C) any Environmental Claim or any Hazardous Materials relating to or arising from, directly or indirectly, any past or present activity, operation, land ownership, possession or control,
or practice of, the Borrower or any of its Subsidiaries from time to time (all the foregoing in this clause (iv), collectively, the “indemnified liabilities”); provided that the Borrower shall have no obligation hereunder to
any Indemnitee with respect to indemnified liabilities arising from the gross negligence or willful misconduct of such Indemnitee as determined by a final judgment of a court of competent jurisdiction and provided further that the Borrower shall
have no obligation hereunder to any Indemnitee with respect to claims that do not involve an act or omission of the Borrower or any of its affiliates and that is brought by the Administrative Agent, an Arranger or any Lender against any other
Lender. The agreements in this Section 12.5 shall survive repayment of the Revolving Credit Loans and all other amounts payable hereunder. 
 Each of the Lenders, each of the Arrangers and the Administrative Agent agree that any and all of their respective rights under this Agreement and any other agreements contemplated hereby and thereby,
including recourse for any obligation or claim for any indemnification thereunder, is limited to recourse to the Borrower and its assets as contemplated hereby, and none of the direct or indirect limited partners, partners, shareholders, members of
the Borrower or any of their respective employees, directors or officers shall have any obligations or liability, or be subject to any recourse, in respect of any such obligations or claims hereunder or thereunder. 

(b) To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent or any Arranger under
paragraph (a) of this Section 12.5, each Lender severally agrees to pay to the Administrative Agent or such Arranger, as the case may be, such Lender’s Revolving Credit Commitment Percentage (determined as of the time that the
applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against
the Administrative Agent or such Arranger in its capacity as such. 
 12.6 Successors and Assigns; Participations and
Assignments. 
 (a) Assignments Generally. The provisions of this Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns permitted hereby (including any Affiliate of the Letter of Credit Issuer that issues any Letter of Credit), except that (i) the Borrower may not assign or otherwise
transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or
otherwise transfer its rights or obligations hereunder except in accordance with this Section 12.6. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their
respective successors and assigns permitted hereby (including any Affiliate of the Letter of Credit Issuer that issues any Letter of Credit), Participants (to the extent provided in paragraph (c) of this Section 12.6) and, to the
extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the Letter of Credit Issuer and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement. 

  
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 (b) Assignments by Lenders. 

(i) Assignments Generally. Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign
to one or more assignees (the “Assignee”) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Revolving Credit Commitment and the Loans at the time owing to it) with the prior
written consent (such consent not to be unreasonably withheld or delayed) of: 
 (A) the Borrower (provided that
the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within fifteen (15) days after having received notice thereof), provided that no consent
of the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; 

(B) the Administrative Agent; and 

(C) the Letter of Credit Issuer. 

(ii) Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:

 (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the
entire remaining amount of the assigning Lender’s Revolving Credit Commitment, Revolving Credit Loans, the amount of the Revolving Credit Commitment, or Revolving Credit Loans of the assigning Lender subject to each such assignment (determined
as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent, provided that
no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing; 
 (B)
each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement; 
 (C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and 

(D) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.


  
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 (iii) Effectiveness of Assignments. Subject to acceptance and
recording thereof pursuant to paragraph (b)(iv) of this Section 12.6, from and after the effective date specified in each Assignment and Assumption the Assignee thereunder shall be a party hereto (the “Assignment Effective
Date”) and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by
such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease
to be a party hereto but shall continue to be entitled to the benefits of Sections 2.10, 2.11, 3.5 and 12.5). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with
this Section 12.6 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (c) of this Section 12.6. 

(iv) Maintenance of Register. The Administrative Agent, acting for this purpose as an agent of the Borrower, shall
maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Revolving Credit Commitment of, and principal amount (and stated interest)
of the Revolving Credit Loans and Unpaid Drawings owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and the Borrower, the Administrative Agent,
the Letter of Credit Issuer and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register
shall be available for inspection by the Borrower, the Letter of Credit Issuer and any Lender, at any reasonable time and from time to time upon reasonable prior notice. 

(v) Acceptance of Assignments by Administrative Agent. Upon its receipt of a duly completed Assignment and
Assumption executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of
this Section 12.6 and any written consent to such assignment required by paragraph (b) of this Section 12.6, the Administrative Agent shall accept such Assignment and Assumption and record the information contained
therein in the Register; provided that if either the assigning Lender or the assignee shall have failed to make any payment required to be made by it pursuant to Section 2.4(b), 3.3 or 3.4, the Administrative Agent
shall have no obligation to accept such Assignment and Assumption and record the information therein in the Register unless and until such payment shall have been made in full, together with all accrued interest thereon. No assignment shall be
effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph. 
 (vi) No Assignment to the Borrower or its Affiliates. No assignment pursuant to this Section 12.6 shall be made to the Borrower or any of its Affiliates. 

  
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 (c) Participations. 

(i) Participations Generally. Any Lender may, without the consent of the Borrower, the Administrative Agent or the
Letter of Credit Issuer, sell participations to one or more banks or other entities (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Revolving
Credit Commitment and the Revolving Credit Loans owing to it); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto
for the performance of such obligations and (C) the Borrower, the Administrative Agent, the Letter of Credit Issuer and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights
and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification
or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the second
sentence of Section 12.1 that affects such Participant. Subject to paragraph (c)(ii) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.10, 2.11 and 3.5 to the
same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 12.8 as
though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a nonfiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts
(and stated interest) of each Participant’s interest in the Revolving Credit Loans or other obligations under the Agreement (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any
portion of the Participant Register to any Person (including the identity of any Participant or any information relating to a Participant’s interest in any Commitments, Loans, Letters of Credit or its other obligations under this Agreement)
except to the extent that such disclosure is necessary to establish that such Commitment, Loan, Letter of Credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the
Participant Register shall be conclusive absent manifest error, and such Lender shall treat each person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any
notice to the contrary. 
 (ii) Limitations on Rights of Participants. A Participant shall not be
entitled to receive any greater payment under Section 2.10 or 3.5 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to
such Participant is made with the Borrower’s prior written consent. No Participant shall be entitled to any benefits under Section 5.3 unless such Participant complies with Section 5.3(c). 

(d) Certain Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under
this Agreement to secure obligations of such Lender, including without limitation any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section 12.6 shall not apply to any such pledge or assignment of a


  
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security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee
for such Lender as a party hereto. 
 12.7 Replacements of Lenders under Certain Circumstances. 

(a) If any Lender requests compensation under Section 2.10, or if the Borrower is required to pay any additional amount to
any Lender or any Governmental Authority for the account of any Lender pursuant to Section 5.3, or if any Lender becomes a Defaulting Lender, or if any Lender is affected in the manner described in Section 2.10(a)(iii) and as
a result thereof any of the actions described in such Section is required to be taken, then the Borrower may, at its sole expense and effort upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without
recourse (in accordance with and subject to the restrictions contained in Section 12.6) all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another
Lender, if a Lender accepts such assignment); provided that (i) no Default or Event of Default shall have occurred and be continuing at the time of such assignment, (ii) the Borrower shall have received the prior written consent of the
Administrative Agent and the Letter of Credit Issuer, which consents shall not unreasonably be withheld, (iii) the Borrower shall have paid the Administrative Agent the assignment fee specified in Section 12.6, (iv) such Lender
shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and
accrued interest and fees) or the Borrower (in the case of all other amounts), (v) in the case of any such assignment resulting from payments required to be made pursuant to Section 2.10 or a claim for compensation under
Section 2.11, such assignment will result in a reduction in such compensation or payments and (vi) such assignment does not conflict with applicable law. A Lender shall not be required to make any such assignment and delegation if,
prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply; or 
 (b) In the event that S&P or Moody’s shall, after the date that any Lender with a Revolving Credit Commitment becomes a Lender, downgrade the long-term certificate of deposit rating or long-term
senior unsecured debt rating of such Lender, and the resulting rating shall be below BBB- or Baa3 respectively, then the Borrower shall have the right, but not the obligation, upon notice to such Lender and the Administrative Agent, to replace such
Lender with an Assignee in accordance with and subject to the restrictions contained in Section 12.6, and such Lender hereby agrees to transfer and assign without recourse (in accordance with and subject to the restrictions contained in
Section 12.6) all its interests, rights and obligations in respect of its Revolving Credit Commitment under this Agreement to such Assignee; provided that (i) no such assignment shall conflict with any law, regulation or order of
any governmental authority and (ii) such Assignee shall pay to such Lender in immediately available funds on the date of such assignment the principal of and interest and fees (if any) accrued to the date of payment on the Revolving Credit
Loans made by such Lender hereunder and all other amounts accrued for such Lender’s account or owed to it hereunder. 

  
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 12.8 Adjustments; Set-off. 

(a) If any Defaulting Lender shall fail to make any payment required to be made by it pursuant to Section 2.4(b),
3.3(c), 3.4(c), 12.5(b) or 12.8(c), then the Administrative Agent may, in its discretion and notwithstanding any contrary provision hereof, (i) apply for the benefit of the Administrative Agent, the Letter of Credit
Issuer or any Lender any amounts thereafter received by the Administrative Agent for the account of such Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid, and/or
(ii) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender under such Sections; in the case of each of (i) and (ii) above, in any order as determined by
the Administrative Agent in its discretion. 
 (b) After the occurrence and during the continuance of an Event of Default, in
addition to any rights and remedies of the Lenders provided by law, each Lender shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable law, upon any
amount becoming due and payable by the Borrower hereunder (whether at the stated maturity, by acceleration or otherwise) to set-off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional
or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency
thereof to or for the credit or the account of the Borrower. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set-off and application made by such Lender, provided that the failure to give such notice
shall not affect the validity of such set-off and application. 
 (c) If any Finance Party shall obtain any payment or other
recovery (whether voluntary, involuntary, by application of setoff or otherwise) on account of any Credit Event (other than pursuant to the terms of Section 2.10, 2.11 or 5.3) in excess of its pro rata share of payments
obtained by all Finance Parties, such Finance Party shall purchase from the other Finance Parties such participations in Credit Events made by them as shall be necessary to cause such purchasing Finance Party to share the excess payment or other
recovery ratably (to the extent such other Finance Parties were entitled to receive a portion of such payment or recovery) with each of them; provided that if all or any portion of the excess payment or other recovery is thereafter recovered from
such purchasing Finance Party, the purchase shall be rescinded and each Finance Party which has sold a participation to the purchasing Finance Party shall repay to the purchasing Finance Party the purchase price to the ratable extent of such
recovery together with an amount equal to such selling Finance Party’s ratable share (according to the proportion of (a) the amount of such selling Finance Party’s required repayment to the purchasing Finance Party to (b) total
amount so recovered from the purchasing Finance Party) of any interest or other amount paid or payable by the purchasing Finance Party in respect of the total amount so recovered. The Borrower agrees that any Finance Party purchasing a participation
from another Finance Party pursuant to this Section 12.8 may, to the fullest extent permitted by law, exercise all its rights of payment (including pursuant to clause (b) above) with respect to such participation as fully as if such
Finance Party were the direct creditor of the Borrower in the amount of such participation. If under any applicable bankruptcy, insolvency or other similar law any Finance Party receives a secured claim in lieu of a setoff to which this
Section 12.8 applies, such Finance Party shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders entitled under this Section 12.8 to share
in the benefits of any recovery on such secured claim. 

  
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 12.9 Marshalling; Payments Set Aside. 

Neither the Administrative Agent nor any Lender shall be under any obligation to marshal any assets in favor of the Borrower or any other
party or against or in payment of any or all of the Borrower’s obligations hereunder. To the extent that the Borrower makes a payment or payments to the Administrative Agent, any Letter of Credit Issuer or Lenders (or to the Administrative
Agent for the benefit of Lenders), or the Administrative Agent, any Letter of Credit Issuer or Lenders enforce any security interests or exercise their rights of setoff, and such payment or payments or the proceeds of such enforcement or setoff or
any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, any other provincial, state or federal law, common
law or any equitable cause, then, to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor or related thereto, shall be revived and continued in full force and
effect as if such payment or payments had not been made or such enforcement or setoff had not occurred. 
 12.10
Counterparts. 
 This Agreement may be executed by one or more of the parties to this Agreement on any number of separate
counterparts (including by facsimile transmission), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. A set of the copies of this Agreement signed by all the parties shall be lodged with the
Borrower and the Administrative Agent. 
 12.11 Severability. 

Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to
the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other
jurisdiction. 
 12.12 Integration. 
 This Agreement represents the agreement of the Borrower, the Administrative Agent and the Lenders with respect to the subject matter hereof, and there are no promises, undertakings, representations or
warranties by the Administrative Agent or any Lender relative to subject matter hereof not expressly set forth or referred to herein. 
 12.13 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 (EXCLUDING ANY CONFLICT OF LAWS RULE OR PRINCIPLE WHICH MIGHT
REFER SUCH CONSTRUCTION TO THE LAWS OF ANOTHER JURISDICTION). 

  
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 12.14 Submission to Jurisdiction; Waivers. 

The Borrower hereby irrevocably and unconditionally: 

(a) submits for itself and its property in any legal action or proceeding relating to this Agreement, or for recognition
and enforcement of any judgment in respect thereof, to the exclusive jurisdiction of the courts of the State of New York or of the United States for the Southern District of New York, and any appellate court from any thereof, in each case which are
located in the Borough of Manhattan in the county of New York; 
 (b) consents that any such action or
proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not
to plead or claim the same; 
 (c) agrees that service of process in any such action or proceeding may be
effected in accordance with the local rules of civil procedure or by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the Borrower at its address set forth in
Section 12.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto; 
 (d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction; and 

(e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or
proceeding referred to in this Section 12.14 any special, exemplary, punitive or consequential damages. 
 12.15
Acknowledgements. 
 The Borrower hereby acknowledges that: 

(a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement; 

(b) neither the Administrative Agent nor any Lender (in any capacity) has any fiduciary relationship with or duty to the
Borrower arising out of or in connection with this Agreement, and the relationship between Administrative Agent and Lenders, on one hand, and the Borrower, on the other hand, in connection herewith or therewith is solely that of debtor and creditor;
and 
 (c) no joint venture is created hereby or otherwise exists by virtue of the transactions contemplated
hereby among the Lenders or among the Borrower and the Lenders. 

  
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 12.16 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. 
 12.17 Confidentiality. 

The Administrative Agent and each Lender shall hold all non-public information furnished by or on behalf of the Borrower in connection
with such Lender’s evaluation of whether to become a Lender hereunder or obtained by such Lender or the Administrative Agent pursuant to the requirements of this Agreement (“Confidential Information”), in accordance with its
customary procedure for handling confidential information of this nature and (in the case of a Lender that is a bank) in accordance with safe and sound banking practices and in any event may make disclosure (i) to any other party hereto,
(ii) with the consent of the Borrower, (iii) as required or requested by any Governmental Authority, representatives thereof or any nationally recognized rating agency that requires access to information about such Lender’s investment
portfolio in connection with ratings issued with respect to such Lender, (iv) pursuant to legal process or (v) to such Lender’s or the Administrative Agent’s lawyers, professional advisors or independent auditors or Affiliates;
provided that, unless specifically prohibited by applicable law or court order, each Lender and the Administrative Agent shall notify the Borrower of any request by any governmental agency or representative thereof (other than any such request in
connection with an examination of the financial condition or regulatory compliance of such Lender by such Governmental Authority or in connection with ratings by such rating agency with respect to such Lender) for disclosure of any such non-public
information prior to disclosure of such information, and provided further that in no event shall any Lender or the Administrative Agent be obligated or required to return any materials furnished by the Borrower or any Subsidiary of the Borrower.
Each Lender and the Administrative Agent agrees that it will not provide to prospective Assignees or Participants or to prospective direct or indirect contractual counterparties in swap agreements to be entered into in connection with Revolving
Credit Loans made hereunder any of the Confidential Information unless such Person shall have previously executed a Confidentiality Agreement substantially in the form prescribed from time to time by the Loan Sales and Trading Association.

 12.18 Treatment of Revolving Credit Loans. 
 (a) The Borrower does not intend to treat the Revolving Credit Loans and related transactions as being a “reportable transaction” (within the meaning of Treasury Regulation
Section 1.6011-4). In the event the Borrower determines to take any action inconsistent with such intention, it will promptly notify the Administrative Agent thereof. 
 (b) The Borrower acknowledges that the Administrative Agent and one or more of the Lenders may treat its Revolving Credit Loans as part of a transaction that is subject to Treasury Regulation
Section 1.6011-4 or Section 301.6112-1, and the Administrative Agent and such Lender or Lenders, as applicable, may file such IRS forms or maintain such lists and other records as they may determine is required by such Treasury
Regulations. 

  
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 12.19 USA Patriot Act. 

Each Lender hereby notifies the Borrower that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L.
107-56 (signed into law October 26, 2001)), such Lender may be required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will
allow such Lender to identify the Borrower in accordance with said Act. 
 12.20 No Fiduciary Duty. 

The Administrative Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the
“Lenders”), may have economic interests that conflict with those of the Borrower and its affiliates. The Borrower agrees that nothing in this Agreement or otherwise shall be deemed to create an advisory, fiduciary or agency
relationship or fiduciary or other implied duty between the Lenders and the Borrower, its stockholders or its affiliates. The Borrower acknowledges and agrees that (i) the transactions contemplated by this Agreement are arm’s-length
commercial transactions between the Lenders, on the one hand, and the Borrower, on the other, (ii) in connection therewith and with the process leading to such transaction each of the Lenders is acting solely as a principal and not the agent or
fiduciary of the Borrower, its management, stockholders, creditors or any other person, (iii) no Lender has assumed an advisory or fiduciary responsibility in favor of the Borrower with respect to the transactions contemplated hereby or the
process leading thereto (irrespective of whether any Lender or any of its affiliates has advised or is currently advising the Borrower on other matters) or any other obligation to the Borrower except the obligations expressly set forth in this
Agreement and (iv) the Borrower has consulted its own legal and financial advisors to the extent it deemed appropriate. The Borrower further acknowledges and agrees that it is responsible for making its own independent judgment with respect to
such transactions and the process leading thereto. The Borrower agrees that it shall not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrower, in connection with such
transaction or the process leading thereto. 
 [Remainder of page intentionally left blank] 

  
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 IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this
Agreement to be duly executed and delivered as of the date first above written. 
  

			
	 ITC MIDWEST LLC,
 as the Borrower

	
	    By: ITC Holdings Corp., its sole member


  

					
		 	By:	 	/s/ Cameron M. Bready
		 	Name: Cameron M. Bready
		 	 Title: Executive Vice President and Chief
           Financial Officer, ITC Holdings Corp.




  
 Signature
Page to ITC Midwest Credit Agreement 








 
			
	 JPMORGAN CHASE BANK, N.A.
 as Administrative Agent, a Lender and as Letter of Credit Issuer

		
	By:	 	/s/ Nancy R. Barwig
		 	Name: Nancy R. Barwig
		 	Title:   Credit Executive



  
 Signature
Page to ITC Midwest Credit Agreement 








 
			
	 BARCLAYS BANK PLC,
 as a Lender

		
	By:	 	/s/ Ann E. Sutton
		 	Name:   Ann E. Sutton
		 	Title:     Director



  
 Signature
Page to ITC Midwest Credit Agreement 








 
			
	 MORGAN STANLEY BANK, N.A.,
 as a Lender

		
	By:	 	/s/ Michael King
		 	Name: Michael King
		 	Title:   Authorized Signatory



  
 Signature
Page to ITC Midwest Credit Agreement 








 
			
	 WELLS FARGO BANK, NATIONAL ASSOCIATION,
 as a Lender

		
	By:	 	/s/ Shawn Young
		 	Name: Shawn Young
		 	Title:   Director



  
 Signature
Page to ITC Midwest Credit Agreement 








 
			
	 CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH
 as a Lender

		
	By:	 	/s/ Shaheen Malik
		 	Name: Shaheen Malik
		 	Title:   Vice President
		
	By:	 	/s/ Rahul Parmar
		 	Name: Rahul Parmar
		 	Title:   Associate



  
 Signature
Page to ITC Midwest Credit Agreement 








 
			
	 DEUTSCHE BANK AG, NEW YORK BRANCH
 as a Lender

		
	By:	 	/s/ Philippe Sandmeier
		 	Name: Philippe Sandmeier
		 	Title:   Managing Director
		
	By:	 	/s/ Ming K. Chu
		 	Name: Ming K. Chu
		 	Title:   Vice President



  
 Signature
Page to ITC Midwest Credit Agreement 








 
			
	 GOLDMAN SACHS BANK USA,
 as a Lender

		
	By:	 	/s/ Mark Walton
		 	Name: Mark Walton
		 	Title:   Authorized Signatory



  
 Signature
Page to ITC Midwest Credit Agreement 








 
			
	 BANK OF AMERICA, N.A.,
 as a Lender

		
	By:	 	/s/ Carlos Morales
		 	Name: Carlos Morales
		 	Title:   SVP



  
 Signature
Page to ITC Midwest Credit Agreement 








 
			
	 COMERICA BANK,
 as a Lender

		
	By:	 	/s/ Jessica Migliore
		 	Name: Jessica Migliore
		 	Title:   Vice President



  
 Signature
Page to ITC Midwest Credit Agreement 








 
			
	 PNC BANK, NATIONAL ASSOCIATION
 as a Lender

		
	By:	 	/s/ Richard C. Hampson
		 	Name: Richard C. Hampson
		 	Title:   Senior Vice President



  
 Signature
Page to ITC Midwest Credit Agreement 








 SCHEDULE I 
 COMMITMENTS 
  

											
	 LENDER
	  	 ADDRESS FOR NOTICES
	  	 REVOLVING
CREDIT
COMMITMENT
	 	  	 REVOLVING
 CREDIT
 COMMITMENT

PERCENTAGE
	 
	 JPMorgan Chase

Bank, N.A.
	  	 JPMorgan Chase Bank, N.A.
 Loan Operations
 10 South Dearborn, 7th Floor

Chicago, IL 60603
 Attention: Teresita
Siao
 Facsimile No.: (888) 292-9533
  

with 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

                 Credit Executive,

                 Corporate Client Banking,

                 Power and Utilities

Facsimile No.: (312) 732-1762
  

and
  
 JPMorgan Chase Bank, N.A.
 Portfolio Management

Administration

10 South Dearborn, 9th Floor

Mail Code IL1-0874
 Chicago, IL 60603

Attention: Mary McCorry

Facsimile No.: (312) 325-3238
	  	$	27,500,000.00	  	  	 	15.71	% 
				
	 Barclays Bank PLC
	  	 Barclays Bank PLC

745 Seventh Avenue

New York, New York 10019

Attention: Kruthi Raj

Fax: (212) 526-5115
	  	$	    52,500,000.00	  	  	 	30.00	% 









											
	 Morgan Stanley

Bank, N.A.
	  	[On file with Administrative Agent]	  	$	30,500,000.00	  	  	 	17.43	% 
				
	 Wells Fargo Bank,

National Association
	  	[On file with Administrative Agent]	  	$	17,000,000.00	  	  	 	9.71	% 
				
	 Credit Suisse AG,

Cayman Islands

Branch
	  	[On file with Administrative Agent]	  	$	12,500,000.00	  	  	 	7.14	% 
				
	 Deutsche Bank

AG New York

Branch
	  	[On file with Administrative Agent]	  	$	10,000,000.00	  	  	 	5.71	% 
				
	 Goldman Sachs

Bank USA
	  	[On file with Administrative Agent]	  	$	10,000,000.00	  	  	 	5.71	% 
				
	 Bank of America,

N.A.
	  	[On file with Administrative Agent]	  	$	5,000,000.00	  	  	 	2.86	% 
				
	 Comerica Bank
	  	[On file with Administrative Agent]	  	$	5,000,000.00	  	  	 	2.86	% 
				
	 PNC Bank,

National
 Association
	  	[On file with Administrative Agent]	  	$	5,000,000.00	  	  	 	2.86	% 
				
		  	 Total amount
	  	$	175,000,000.00	  	  	 	100	% 








 SCHEDULE II 
 ENVIRONMENTAL MATTERS 
 None. 







 SCHEDULE III 
 PENSION AND WELFARE MATTERS 
 The International Transmission Company Postretirement Welfare
Plan as described in Note 11 to the financial statements of ITC Holdings Corp. set forth in the form 10-K of ITC Holdings Corp. for the period ending December 31, 2011. 







 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 


	  	Chicago, IL 60603 


	  	Attention: Teresita Siao 


	  	Facsimile No.: (888) 292-9533 

 Pursuant to the Revolving Credit Agreement, dated as of May 31, 2012 (as the same may be amended, modified, supplemented, restated or replaced from time to time, the “Revolving Credit
Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), among ITC Midwest LLC, a Michigan limited liability company (the “Borrower”), the various financial institutions
and other persons from time to time referred to as “Lenders” in the Revolving Credit Agreement, and JPMorgan Chase Bank, N.A., as the Administrative Agent, this represents the Borrower’s request to borrow as follows: 

 

	 	     Revolving	Credit Loan: 

  

	 	1.	Date of borrowing: 

  

	 	2.	Amount of borrowing: 

  

	 	3.	Lender(s): Lenders, in accordance with their Revolving Credit Commitments under the Revolving Credit Agreement 


 

	 	4.	Interest rate option: 

 Type: 
 Tenor: 

Please wire transfer the proceeds of the Borrowing in accordance with the funds flow memorandum delivered under separate cover.

 The undersigned officer, to the best of his or her knowledge, in his or her capacity as an officer of the Borrower certifies
that: 
 (i) All representations and warranties made by the Borrower contained in the Revolving Credit Agreement
are true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date hereof (except where such representations and warranties expressly relate to an earlier date, in
which case such representations and warranties are true and correct in all material respects as of such earlier date) provided that, the representation made in Section 7.14 shall be made only on the Closing Date; and 







 (ii) No event has occurred and is continuing or would result from the
consummation of the Borrowing contemplated hereby that would constitute a Default or an Event of Default. 
 Dated: 

 

			
	 ITC MIDWEST LLC,
 as the Borrower

	
	   By: ITC Holdings Corp., its sole member

		
	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 


	  	Chicago, IL 60603 


	  	Attention: Teresita Siao 


	  	Facsimile No.: (888) 292-9533 

 Pursuant to the Revolving Credit Agreement, dated as of May 31, 2012 (as the same may be amended, modified, supplemented, restated or replaced from time to time, the “Revolving Credit
Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), among ITC Midwest LLC, a Michigan limited liability company (the “Borrower”), the various financial institutions
and other persons from time to time referred to as “Lenders” in the Revolving Credit Agreement (the “Lenders”), JPMorgan Chase Bank, N.A., as the Administrative Agent, this represents the Borrower’s request to
continue Revolving Credit Loans as follows: 
  

	 	1.	Date of continuation or conversion: 

  

	 	  	                           
         ,              

  

	 	2.	Amount of Revolving Credit Loans being continued or converted: 

  

	 	  	$                           
                          

  

	 	3.	Nature of continuation or conversion: 

                a.     Conversion of a LIBOR Loan as an ABR Loan 

               b.    
 Conversion of an ABR Loan as a LIBOR Loan 

               c.    
 Continuation (rollover) of LIBOR Loans as LIBOR Loans 
  

	 	4.	If Revolving Credit 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) 

Dated:
                                     







 
			
	 ITC MIDWEST LLC,
 as the Borrower

	
	  By: ITC Holdings Corp., its sole member
		
	By:  	 	 
	 Name:

Title:










 EXHIBIT C 
 Form of Letter of Credit Request 
 TO:  JPMorgan Chase Bank, N.A. 

Loan Operations 

10 South Dearborn, 9th Floor 
 Chicago, IL 60603 
 Attention: Nancy Barwig 

    Credit Executive, 
     Corporate Client Banking Power and Utilities 

    nancy.r.barwig@jpmorgan.com 
 Facsimile No.: (312) 732-1762 
 Pursuant to the Revolving Credit Agreement,
dated as of May 31, 2012 (as the same may be amended, modified, supplemented, restated or replaced from time to time, the “Revolving Credit Agreement”; the terms defined therein and not otherwise defined herein being used
herein as therein defined), among ITC Midwest LLC, a Michigan limited liability company (the “Borrower”), the various financial institutions and other persons from time to time referred to as “Lenders” in the Revolving
Credit Agreement (the “Lenders”), and JPMorgan Chase Bank, N.A., as the Administrative Agent, this represents the Borrower’s request to issue letter(s) of credit as follows: 

Letter of Credit Request: 

					
	 1.         Date of issuance:
	  	 


					
	 2.         Stated Amount of Letter of Credit:
	  	 


					
	 3.         Beneficiary Name:
	  	 


					
	    Address:
	  	 


					
	    Telephone:
	  	 


					
	 Facsimile:
	  	 


					
	 Email:
	  	 


					
	 4.        Expiration Date:
	  	 


					
	 5.         Proposed Terms or Verbatim Text attached:
	  	 
	 	  	 
	 	  	 
	 	  	 
	 	  	 
	 	  	 
	 	  	 

  

	 	


	 	


	 	


	 	








 The undersigned officer, to the best of [his/her] knowledge, in
[his/her] capacity as an officer of the Borrower certifies that: 
 (i.) All representations and
warranties made by the Borrower contained in the Revolving Credit Agreement are true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date hereof (except where
such representations and warranties expressly relate to an earlier date, in which case such representations and warranties are true and correct in all material respects as of such earlier date); and 

(ii.) No event has occurred and is continuing or would result from the consummation of the Borrowing contemplated hereby that would
constitute a Default or an Event of Default. 
 Dated: 

 

					
	 ITC MIDWEST LLC,
 as the Borrower

	
	   By:   ITC Holdings Corp., its sole member

			
		 	By:	 	 
		 	Name:	 	
		 	Title:	 	



  








 EXHIBIT D 
 Form of Closing Date Certificate 
 CLOSING DATE CERTIFICATE

 ITC MIDWEST LLC 
  

	TO:	The Lenders and the Administrative Agent (each, as defined below) 

  

	RE:	Revolving Credit Agreement, dated as of May 31, 2012 (as the same may be amended, modified, supplemented, restated or replaced from time to time, the
“Revolving Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), among ITC Midwest LLC, a Michigan limited liability company (the “Borrower”), the
various financial institutions and other persons from time to time referred to as “Lenders” in the Revolving Credit Agreement, and JPMorgan Chase Bank, N.A., as the Administrative Agent. 


The undersigned, an Authorized Officer of ITC Holdings Corp., the Sole Member of the Borrower (the “Sole Member”),
hereby certifies to the best of my knowledge, information and belief, for and on behalf of the Borrower, and not in my personal capacity, in connection with the initial Borrowing on this date under the Revolving Credit Agreement, that: 

 

	1.	the conditions precedent set forth in the Revolving Credit Agreement were satisfied as of the Closing Date; 


 

	2.	attached to this certificate as Schedule A is a true and complete copy of the articles of organization of the Borrower as filed in the Office of the Department of Labor
and Economic Growth, together with all amendments thereto adopted through the date hereof (as certified by the Michigan Deparment of Licensing and Regulatory Affairs) and as in effect on the date hereof and the Sole Member of the Borrower has not
passed, confirmed or consented to any amendments or variations to such articles; 

  

	3.	attached to this certificate as Schedule B is a correct and complete copy of the operating agreement of the Borrower and such operating agreement is in full force and
effect on the date hereof and as of the date of the adoption of the written consent referred to in paragraph 4 below and the Sole Member of the Borrower has not passed, confirmed or consented to any amendments or variations to such operating
agreement; 

  

	4.	attached to this certificate as Schedule C is a correct and complete copy of the approval letter from the United States of America Federal Energy Regulatory Commission
of the application pursuant to section 204 of the Federal Power Act, which approval is in full force and effect at the date hereof; 

  

	5.	attached to this certificate as Schedule D is a correct and complete copy of the written consent of the Sole Member of the Borrower, dated July 28, 2011, which
written consent is in full force and effect, unamended, at the date hereof; 









	6.	the following persons whose names appear on Schedule E attached hereto are duly elected or appointed officers of the Sole Member of the Borrower occupying the offices
set forth opposite their respective names on Schedule E, 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 Revolving 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 Revolving Credit Agreement; and 


 

	7.	the law firms of Simpson Thacher & Bartlett LLP and Dykema Gossett PLLC are entitled to rely on this Closing Certificate in connection with their legal
opinions to be delivered as of the date hereof in connection with the Revolving Credit Agreement. 








 IN WITNESS WHEREOF, I have signed this Certificate as of the date first above written.

  

			
		
		 	 
		 	Name: Wendy A. McIntyre
		 	Title: Vice President and General Counsel –
		 	Enterprise Operations and Secretary, ITC Holdings Corp.


 I, Cameron M. Bready, Executive Vice President and Chief Financial Officer of the Sole Member of
the Borrower, DO HEREBY CERTIFY that Wendy A. McIntyre has been duly elected (or appointed) and has duly qualified as, and on this day is, the Vice President and General Counsel—Enterprise Operations and Secretary of the Sole Member of the
Borrower, and the signature above is her genuine signature. 
  

			
		
		 	 
		 	Name: Cameron M. Bready
		 	Title: Executive Vice President
		 	and Chief Financial Officer, ITC Holdings Corp.









 Schedule A 
 Articles of Organization 
 [See Attached] 







 Schedule B 
 Operating Agreement 
 [See Attached] 







 Schedule C 
 United States of America Federal Energy Regulatory Commission Approval Letter 
 [See
Attached] 







 Schedule D 
 Resolutions 
 [See Attached] 







 Schedule E 
 Incumbency 
 Daniel J. Oginsky 
 Senior Vice President and 
 General Counsel, ITC Holdings Corp.
                                         
    
 Cameron M. Bready 
 Executive Vice President 
 and Chief Financial Officer, ITC Holdings Corp.
                             







 EXHIBIT E 
 Form of Compliance Certificate 
 ITC MIDWEST LLC 

TO: The Lenders and the Administrative Agent 
 The undersigned, an Authorized Officer of ITC Midwest LLC (the “Borrower”), in such capacity and not personally, hereby certifies to the best of my knowledge, information and belief that:

  

	1.	I am the duly appointed
                                         
    of the Borrower named in the Revolving Credit Agreement, dated as of May 31, 2012 (as the same may be amended, modified, supplemented, restated or replaced from time to time, the “Revolving Credit
Agreement”), among ITC Midwest LLC, a Michigan limited liability company (the “Borrower”), the various financial institutions and other persons from time to time referred to as “Lenders” in the Revolving Credit
Agreement, 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 8.1(c) of the Revolving Credit Agreement. Unless the context otherwise
requires, capitalized terms in the Revolving Credit Agreement which appear herein without definitions shall have the meanings ascribed thereto in the Revolving Credit Agreement. 


 

	2.	I am familiar with and have examined the provisions of the Revolving Credit Agreement including those of Articles 7, 8, 9 and 10 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 8.1[(a)] [(b)] of the
Revolving 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 9.4 of the Revolving Credit Agreement is             :             and was calculated as set forth in
Schedule I. 

 Dated this day of             ,
            . 
  

	
	  
	[Name and Title]








 Schedule I 
 ITC MIDWEST LLC 
 Debt to Capitalization
Ratio1 

 

					
	 1. Total Debt as of the last day of the fiscal quarter ending _________.
	  	$	                    	  
		  	  
	  
	 
	 2. Total Capitalization as of the last day of the fiscal quarter ending
            .
	  			
	 (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
	  	 	65	% 
	 5. In compliance
	  	 	YES/NO	  

  
  

	1 	 Financial covenants shall be calculated (i) without giving effect to any election by the Borrower or any of its subsidiaries to value any of its
indebtedness or liabilities at “fair value” pursuant to Accounting Standards Codification 825-10-25 (formerly referred to as Statement of Financial Accounting Standards 159) or any other accounting standards codification or financial
accounting standard having a similar result or effect, (ii) without giving effect to any treatment of indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 to value any such indebtedness in a
reduced or bifurcated manner as described therein, and such indebtedness shall at all times be valued at the full stated principal amount thereof and (iii) without giving effect to any changes in GAAP occurring after the Closing Date, the
effect of which would be to cause leases in effect as of March 31, 2012 and treated as operating leases under GAAP as of March 31, 2012 to be reclassified as capital leases under GAAP, provided that this clause (iii) shall only apply
to the extent of the lesser of (x) the actual annual amount of such operating leases and (y) $500,000 annually (and any excess in excess of such minimum amount shall be included as capital leases). 









 EXHIBIT F 
 FORM OF ASSIGNMENT AND ASSUMPTION 
 This Assignment and Assumption (the
“Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the
“Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, supplemented or otherwise modified from time to time, the “Credit
Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of
this Assignment and Assumption as if set forth herein in full. 
 For an agreed consideration, the Assignor hereby irrevocably
sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the
Administrative Agent as contemplated below, (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to
the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including any Letters of Credit included in such facilities) and (ii) to the
extent permitted to be assigned under applicable law, all claims, suits, causes of action and other rights of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit
Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory
claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred
to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the
Assignor. 
  

							
	1.	  	Assignor:	  	  
	  	
				
	2.	  	Assignee:	  	  
	  	
		  		  	 [an Affiliate/Approved Fund of [identify Lender]]

			
	3.	  	Borrower:	  	ITC Midwest LLC, a Michigan limited liability company
			
	4.	  	Administrative Agent:	  	JPMORGAN CHASE BANK, N.A.
			
	5.	  	Credit Agreement:	  	The Revolving Credit Agreement dated as of May 31, 2012 among Borrower, the various financial institutions and other persons from time to time referred to as
“Lenders”, and JPMorgan Chase Bank, N.A., as the Administrative Agent








 6. Assigned Interest: 
  

															
	 Facility
 Assigned
	  	Aggregate Amount of
Revolving Credit
Commitment/Revolving
Credit Loans for all
Lenders	  	Amount of Revolving
Credit
Commitment/Revolving
Credit Loans Assigned	 	  	Percentage Assigned of Revolving
Credit Commitment/Revolving
Credit Loans 2	 
		  	$	  	$	 	  	  	 	    	% 
		  	$	  	$	 	  	  	 	    	% 
		  	$	  	$	 	  	  	 	    	% 

 Effective Date: , 201_ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF
RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 
 The Assignee agrees to deliver to the Administrative Agent a completed
Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the other Credit Parties and their Related
Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. 

The terms set forth in this Assignment and Assumption are hereby agreed to: 

 

			
	ASSIGNOR
	  
 [NAME OF ASSIGNOR]

		
	By:	 	 
	Name:	 	
	Title:	 	


  

			
	ASSIGNEE
	  
 [NAME OF ASSIGNEE]

		
	By:	 	 
	Name:	 	
	Title:	 	


  

	2 	 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 










			
	                [Consented to
and]3
	  
 Accepted:

	  
 JPMORGAN CHASE BANK, N.A., as Administrative Agent
[and Letter of Credit Issuer]

	
		
	By:	 	 
	Name:
	Title:	 	

  

			
	[Consented to:]4
	  
 ITC MIDWEST LLC, 

as Borrower

		
	By:	 	 
	Name:
	Title:	 	

  
  

	3 	 To be added only if the consent of the Administrative Agent and/or Letter of Credit Issuer is required by the terms of the Credit Agreement.




	4 
	 To be added only if the consent of the Borrower is required by the terms of the Credit Agreement. 









 STANDARD TERMS AND CONDITIONS FOR 

ASSIGNMENT AND ASSUMPTION 
 1. Representations and Warranties. 
 1.1 Assignor. The Assignor
(a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and
authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties
or representations made in or in connection with the Credit Agreement or any other loan document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the loan documents or any collateral thereunder,
(iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any loan document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates
or any other Person of any of their respective obligations under any loan document. 
 1.2. Assignee. The Assignee
(a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender
under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the
Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit
Agreement, together with copies of the most recent financial statements delivered pursuant to Section 6.1(i) thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and
decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, and
(v) if it is a Non-U.S. Lender, attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that
(i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in
taking or not taking action under the loan documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the loan documents are required to be performed by it as a Lender. 

2. Payments. From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned
Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date.








 3. General Provisions. This Assignment and Assumption shall be binding upon, and
inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed
counterpart of a signature page of this Assignment and Assumption by facsimile shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in
accordance with, the law of the State of New York.