Interest rate option. 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: All representations and warranties made by the Borrower contained in the 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 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: By: Name: Title: TO: L▇▇▇▇▇ Commercial Paper Inc., as Administrative Agent under the Credit Agreement (as defined below) 7▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: M▇▇▇▇▇▇ ▇▇▇▇▇▇ Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ Pursuant to the Credit Agreement, dated as of September 26, 2007 (as the same may be amended, modified, supplemented, restated or replaced from time to time, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), among ITC Holdings Corp., a Michigan corporation (the “Borrower”), the various financial institutions and other persons from time to time referred to as “Lenders” in the Credit Agreement (the “Lenders”), and L▇▇▇▇▇ Commercial Paper Inc., as the Administrative Agent, this represents the Borrower’s request to continue Loans as follows: 1. Date of continuation or conversion: 2. Amount of Loans being continued or converted: 3. Nature of continuation or conversion: 4. If Loans are being continued as or converted into LIBOR Loans, the duration of the new LIBOR Period that commences on the continuation or conversion date: ____ month(s) 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 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 HOLDINGS CORP. By: Name: Title: I, the undersigned, an Authorized Officer of ITC Holdings Corp. (the “Borrower”), hereby certify to the best of my knowledge, information and belief, for and on behalf of the Borrower, and not in my personal capacity, that: (a) This certificate is furnished pursuant to the Bridge Loan Agreement (as the same may be amended, modified, supplemented, restated or replaced from time to time, the “Credit Agreement”), dated as of September 26, 2007, among the Borrower, a Michigan corporation, the Lenders thereto and L▇▇▇▇▇ Commercial Paper Inc., as administrative agent. Unless otherwise defined herein, capitalized terms used in this certificate shall have the meanings set forth in the Credit Agreement. (b) Attached hereto as Exhibit A is a true and complete copy of the Certificate of Incorporation of the Borrower as filed in the Office of the Secretary of State of the State of Michigan, together with all amendments thereto adopted through the date hereof and as in effect on the date hereof. (c) Attached hereto as Exhibit B is a true and complete copy of the Bylaws of the Borrower, together with all amendments thereto adopted through the date hereof and as in effect on the date hereof. (d) Attached hereto as Exhibit C is a true and complete copy of the resolutions duly adopted by the Board of Directors of the Borrower at a meeting of such Board of Directors held on [ ], approving and authorizing the execution, delivery and performance of the Credit Agreement and the transactions contemplated thereby. Such resolutions have not been amended, modified, revoked or rescinded since the date of adoption thereof, are in full force and effect on the date hereof and are the only resolutions that have been adopted by the Board of Directors of the Borrower with respect to the subject matter thereof. (e) The persons whose names appear on Exhibit D attached hereto are duly elected, qualified and acting officers of the Borrower occupying the offices set forth opposite their respective names on Exhibit D, and the signature set forth opposite their respective names are their true and genuine signatures, and each of such officers is duly authorized to execute and deliver the Credit Agreement on behalf of the Borrower and each of the related documents to which it is a party and any other agreement, instrument or document to be delivered by the Borrower pursuant to the Credit Agreement. (f) The representations and warranties of the Borrower set forth in the Credit Agreement are true and correct in all material respects. (g) No Default or Event of Default has occurred and is continuing.
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Interest rate option. 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 Credit Term Loan 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 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: By: Name: Title: TO: L▇▇▇▇▇ Commercial Paper Inc.JPMorgan Chase Bank, N.A., as Administrative Agent under the Credit Agreement (as defined below) 7Loan Operations ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇ Mail Code ▇▇▇-▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: M▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Facsimile No.: (▇▇▇) ▇▇▇312/385-▇▇▇▇ 7096 Pursuant to the Credit Term Loan Agreement, dated as of September 26April 29, 2007 2009 (as the same may be amended, modified, supplemented, restated or replaced from time to time, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), among ITC Holdings Corp., a Michigan corporation (the “Borrower”), the various financial institutions and other persons from time to time referred to as “Lenders” in the Credit Agreement (the “Lenders”), and L▇▇▇▇▇ Commercial Paper Inc.JPMorgan Chase Bank, N.A., as the Administrative Agent, this represents the Borrower’s request to continue Loans as follows:
1. Date of continuation or conversion:
2. Amount of Loans being continued or converted:
3. Nature of continuation or conversion:
4. If Loans are being continued as or converted into LIBOR Loans, the duration of the new LIBOR Period that commences on the continuation or conversion date: ____ month(s) 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 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 HOLDINGS CORP. By: Name: Title: I, the undersigned, an Authorized Officer of ITC Holdings Corp. (the “Borrower”), hereby certify to the best of my knowledge, information and belief, for and on behalf of the Borrower, and not in my personal capacity, that:
(a) This certificate is furnished pursuant to the Bridge Loan Agreement (as the same may be amended, modified, supplemented, restated or replaced from time to time, the “Credit Agreement”), dated as of September 26, 2007, among the Borrower, a Michigan corporation, the Lenders thereto and L▇▇▇▇▇ Commercial Paper Inc., as administrative agent. Unless otherwise defined herein, capitalized terms used in this certificate shall have the meanings set forth in the Credit Agreement.
(b) Attached hereto as Exhibit A is a true and complete copy of the Certificate of Incorporation of the Borrower as filed in the Office of the Secretary of State of the State of Michigan, together with all amendments thereto adopted through the date hereof and as in effect on the date hereof.
(c) Attached hereto as Exhibit B is a true and complete copy of the Bylaws of the Borrower, together with all amendments thereto adopted through the date hereof and as in effect on the date hereof.
(d) Attached hereto as Exhibit C is a true and complete copy of the resolutions duly adopted by the Board of Directors of the Borrower at a meeting of such Board of Directors held on [ ], approving and authorizing the execution, delivery and performance of the Credit Agreement and the transactions contemplated thereby. Such resolutions have not been amended, modified, revoked or rescinded since the date of adoption thereof, are in full force and effect on the date hereof and are the only resolutions that have been adopted by the Board of Directors of the Borrower with respect to the subject matter thereof.
(e) The persons whose names appear on Exhibit D attached hereto are duly elected, qualified and acting officers of the Borrower occupying the offices set forth opposite their respective names on Exhibit D, and the signature set forth opposite their respective names are their true and genuine signatures, and each of such officers is duly authorized to execute and deliver the Credit Agreement on behalf of the Borrower and each of the related documents to which it is a party and any other agreement, instrument or document to be delivered by the Borrower pursuant to the Credit Agreement.
(f) The representations and warranties of the Borrower set forth in the Credit Agreement are true and correct in all material respects.
(g) No Default or Event of Default has occurred and is continuing.$
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