Exhibit 4.2

EXECUTION VERSION

ITC HOLDINGS CORP.

and

WELLS FARGO BANK, NATIONAL ASSOCIATION
as Trustee

FOURTH SUPPLEMENTAL INDENTURE

Dated as of November 14, 2017

Supplemental to the Indenture

dated as of April 18, 2013

Establishing two series of Securities designated

2.700% Senior Notes Due November 15, 2022

and

3.350% Senior Notes Due November 15, 2027

TABLE OF CONTENTS

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FOURTH SUPPLEMENTAL INDENTURE, dated as of November 14, 2017 (herein called the “ Fourth Supplemental Indenture ”), between ITC Holdings Corp., a corporation duly organized and existing under the laws of the State of Michigan (hereinafter called the “ Company ”), and Wells Fargo Bank, National Association, a national banking association, as Trustee under the Original Indenture referred to below (hereinafter called the “ Trustee ”).

WITNESSETH:

WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture dated as of April 18, 2013 (hereinafter called the “ Original Indenture ” and, together with this Fourth Supplemental Indenture, the “ Indenture ”), to provide for the issuance from time to time in one or more series of its debentures, notes, bonds or other evidences of indebtedness (herein called the “ Securities ”), the form and terms of which are to be established as set forth in Sections 2.1, 2.2 and 3.1 of the Original Indenture;

WHEREAS, Section 9.1 of the Original Indenture provides, among other things, that the Company and the Trustee may enter into indentures supplemental to the Original Indenture to, among other things, establish the form and terms of the Securities of any series as permitted in Sections 2.1, 2.2 and 3.1 of the Original Indenture;

WHEREAS, the Company desires to create a series of the Securities in an aggregate principal amount of $500,000,000 to be designated the “ 2.700% Senior Notes due 2022 ” (the “ 2022 Notes ”) and a series of the Securities in an aggregate principal amount of $500,000,000 to be designated the “ 3.350% Senior Notes due 2027 ” (the “ 2027 Notes ” and, together with the 2022 Notes, the “ Notes ,” and each a “ series ” of Notes), and all action on the part of the Company necessary to authorize the issuance of the Notes under the Original Indenture and this Fourth Supplemental Indenture has been duly taken; and

WHEREAS, all acts and things necessary to make the Notes, when executed by the Company and completed, authenticated and delivered by the Trustee as provided in the Original Indenture and this Fourth Supplemental Indenture, the valid and binding obligations of the Company and to constitute these presents a valid and binding supplemental indenture and agreement according to its terms, have been done and performed;

NOW, THEREFORE, THIS FOURTH SUPPLEMENTAL INDENTURE WITNESSETH:

That in consideration of the premises and of the acceptance and purchase of the Notes by the holders thereof and of the acceptance of this trust by the Trustee, the Company covenants and agrees with the Trustee, for the equal benefit of holders of the Notes, as follows:

ARTICLE ONE
DEFINITIONS

Except to the extent such terms are otherwise defined in this Fourth Supplemental Indenture or the context clearly requires otherwise, all terms used in this Fourth Supplemental Indenture which are defined in the Original Indenture or the form of Notes attached hereto as Exhibit A-1 and Exhibit A-2 , have the meanings assigned to them therein.

In addition, as used in this Fourth Supplemental Indenture, the following terms have the following meanings:

“ 144A Global Note ” means, with respect to each series of Notes, a Global Security substantially in the form of Exhibit A-1 (with respect to the 2022 Notes) or Exhibit A-2 (with respect to the 2027 Notes), as applicable, bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee, each of which shall be issued in a denomination equal to the outstanding principal amount of the applicable series of Notes sold in reliance on Rule 144A.

“ 2.700% Senior Notes due 2022 ,” or the “ 2022 Notes ,” has the meaning given to such term in the recitals hereof.

“ 3.350% Senior Notes due 2027 ,” or the “ 2027 Notes ,” has the meaning given to such term in the recitals hereof.

“ Additional Interest ” has the meaning set forth in the Registration Rights Agreement.

“ Adjusted Treasury Rate ” means, with respect to any redemption date, the yield, under the heading which represents the average for the immediately preceding week, appearing in the most recently published statistical release designated “Statistical Release H.15” or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded United States Treasury securities adjusted to constant maturity under the caption “Treasury Constant Maturities,” for the maturity corresponding to the Comparable Treasury Issue (or if no maturity is within three months before or after the remaining term of the Notes (assuming, for this purpose, that the Notes mature on the applicable Par Call Date), yields for the two published maturities most closely corresponding to the Comparable Treasury Issue will be determined and the Adjusted Treasury Rate will be interpolated or extrapolated from such yields on a straight line basis, rounding to the nearest month); or if such release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date.

“ Agent Members ” has the meaning specified in Section 2.2(iii).

“ Applicable Procedures ” means, with respect to any transfer or exchange of beneficial ownership interests in a Global Note, the rules and procedures of the Depositary that are applicable to such transfer or exchange.

“ Certificated Security ” means, with respect to each series of Notes, a certificated Note registered in the name of the Holder thereof, substantially in the form of Exhibit A-1 (with respect to the 2022 Notes) or Exhibit A-2 (with respect to the 2027 Notes) hereto, as applicable, and such Notes shall not bear the Global Note Legend and shall not have the “Schedule of Increases or Decreases in Global Security” attached thereto.

“ Clearstream ” has the meaning specified in Section 2.2(i).

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“ Company ” has the meaning given to such term in the recitals hereof.

“ Comparable Treasury Issue ” means, with respect to each series of Notes, the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the applicable series of Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities having a maturity comparable to the remaining term of such Notes (assuming, for this purpose, that the Notes mature on the applicable Par Call Date), or, if, in the reasonable judgment of the Independent Investment Banker, there is no such security, then the Comparable Treasury Issue will mean the United States Treasury security or securities selected by the Independent Investment Banker as having an actual or interpolated maturity or maturities comparable to the remaining term of such Notes (assuming, for this purpose, that the Notes mature on the applicable Par Call Date).

“ Comparable Treasury Price ” means (1) the average of five Reference Treasury Dealer Quotations for the applicable redemption date, after excluding the highest and lowest Reference Treasury Dealer Quotations, or (2) if the Independent Investment Banker obtains fewer than five such Reference Treasury Dealer Quotations, the average of all such quotations.

“ DTC ” means The Depository Trust Company, a New York corporation.

“ Euroclear ” has the meaning specified in Section 2.2(i).

“ Exchange Notes ” means, with respect to each series of Notes, any securities of the Company containing terms identical in all material respects to such series of Notes, except that the Exchange Notes will not bear the Private Placement Legend or the Regulation S Temporary Global Note Legend, and will be issued and exchanged for the Notes of the applicable series pursuant to the Registration Rights Agreement, the Indenture and this Fourth Supplemental Indenture.

“ Exchange Offer ” has the meaning set forth in the Registration Rights Agreement.

“ Fourth Supplemental Indenture ” has the meaning given to such term in the recitals hereof.

“ Global Notes ” has the meaning given to such term in Section 2.10 hereof.

“ Global Note Legend ” means the legend set forth in Section 2.3(v)(2), which is required to be placed on all Global Notes issued under this Fourth Supplemental Indenture.

“ Indenture ” has the meaning given to such term in the recitals hereof.

“ Independent Investment Banker ” means one of the Reference Treasury Dealers appointed by the Company to act as the “Independent Investment Banker.”

“ Indirect Participant ” has the meaning specified in Section 2.2(iv)(2).

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“ Letter of Transmittal ” means the letter of transmittal to be prepared by the Company and sent to all Holders of the Notes for use by such Holders in connection with the Exchange Offer.

“ Make-Whole Price ” has the meaning given to such term in Article Three hereof.

“ Non-U.S. Person ” has the meaning assigned to such term in Regulation S.

“ Notes ” has the meaning given to such term in the recitals hereto.

“ Original Indenture ” has the meaning given to such term in the recitals hereof.

“ Par Call Date ” means, with respect to the 2022 Notes, October 15, 2022 (the date that is one month prior to the maturity date of the 2022 Notes) and, with respect to the 2027 Notes, August 15, 2027 (the date that is three months prior to the maturity date of the 2027 Notes).

“ Participant ” has the meaning specified in Section 2.2(iv)(2).

“ Primary Treasury Dealer ” means a primary U.S. Government securities dealer in New York City.

“ Private Placement Legend ” means the legend set forth in Section 2.3(v)(1) to be placed on all Notes issued under this Fourth Supplemental Indenture except where otherwise permitted by the provisions of this Fourth Supplemental Indenture.

“ QIB ” has the meaning specified in Section 2.2(i).

“ Reference Treasury Dealer ” means each of (i) Barclays Capital Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC, and their respective successors and (ii) one Primary Treasury Dealer to be selected by the Company; provided, however, that if any of the foregoing is not a Primary Treasury Dealer, the Company will appoint another Primary Treasury Dealer as a substitute.

“ Reference Treasury Dealer Quotations ” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Company, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Company by such Reference Treasury Dealer at 5:00 p.m. on the third business day next preceding such redemption date.

“ Registration Rights Agreement ” means the Registration Rights Agreement, dated as of the date of this Fourth Supplemental Indenture, among the Company, and Barclays Capital Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC, as representatives (the “ Representatives ”) of the initial purchasers listed on Schedule A to the Purchase Agreement, dated November 9, 2017, among the Company and the Representatives, as amended, supplemented or modified.

“ Registration Statement ” means a Registration Statement as defined and described in the Registration Rights Agreement.

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“ Regulation S ” means Regulation S promulgated under the Securities Act.

“ Regulation S Global Note ” means a Regulation S Temporary Global Note or Regulation S Permanent Global Note, as appropriate.

“ Regulation S Permanent Global Note” means, with respect to each series of Notes, a permanent Global Note in the form of Exhibit A-1 (with respect to the 2022 Notes) or Exhibit A-2 (with respect to the 2027 Notes) hereto, as applicable, bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee, each of which shall be issued in a denomination equal to the outstanding principal amount of the applicable Regulation S Temporary Global Note upon expiration of the applicable Restricted Period.

“ Regulation S Temporary Global Note ” means, with respect to each series of Notes, a temporary Global Note in the form of Exhibit A-1 (with respect to the 2022 Notes) or Exhibit A-2 (with respect to the 2027 Notes) hereto, as applicable, bearing the Global Note Legend, the Private Placement Legend and the Regulation S Temporary Global Note Legend and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee, each of which shall be issued in a denomination equal to the outstanding principal amount of the applicable series of Notes initially sold in reliance on Rule 903 of Regulation S.

“ Regulation S Temporary Global Note Legend ” means the legend set forth in Section 2.3(v)(3), which is required to be placed on all Global Notes issued under this Fourth Supplemental Indenture.

“ Restricted Certificated Security ” means a Certificated Security, which shall bear a Private Placement Legend.

“ Restricted Global Note ” means a Global Note, which shall bear a Private Placement Legend and, if applicable, a Regulation S Temporary Global Note Legend.

“ Restricted Period ” means the “distribution compliance period” as defined in Regulation S.

“ Rule 144 ” means Rule 144 under the Securities Act or any successor to such Rule.

“ Rule 144A ” means Rule 144A under the Securities Act or any successor to such Rule.

“ Securities ” has the meaning given to such term in the recitals hereof.

“ Securities Custodian ” has the meaning specified in Section 2.2(i).

“ series ” has the meaning given to such term in the recitals hereof.

“ Transfer Certificate ” means a written certification substantially in the form set forth in Exhibit B hereto.

“ Trustee ” has the meaning given to such term in the recitals hereof.

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“ Unrestricted Certificated Security ” means a Certificated Security which does not bear a Private Placement Legend or a Regulation S Temporary Global Note Legend.

“ Unrestricted Global Note ” means, with respect to each series of Notes, a permanent Global Note substantially in the form of Exhibit A-1 (with respect to the 2022 Notes) or Exhibit A-2 (with respect to the 2027 Notes) hereto, as applicable, that bears the Global Note Legend and that has the “Schedule of Increases or Decreases in Global Security” attached thereto, and that is deposited with or on behalf of and registered in the name of the Depositary or its nominee, representing such series of Notes, and that does not bear the Private Placement Legend.

“ U.S. Person ” means a U.S. person as defined in Rule 902(o) under the Securities Act.

ARTICLE TWO
TERMS AND ISSUANCE OF THE NOTES

Section 2.1.                                  Issue of Notes .  (a) A series of Securities which shall be designated the “2.700% Senior Notes due 2022” shall be executed, authenticated and delivered in accordance with the provisions of, and shall in all respects be subject to, the terms, conditions and covenants of, the Original Indenture and this Fourth Supplemental Indenture (including the form of 2022 Notes set forth hereto as Exhibit A-1 ), and a series of Securities which shall be designated the “3.350% Senior Notes due 2027” shall be executed, authenticated and delivered in accordance with the provisions of, and shall in all respects be subject to, the terms, conditions and covenants of, the Original Indenture and this Fourth Supplemental Indenture (including the form of 2027 Notes set forth hereto as Exhibit A-2 ).

(b) The aggregate principal amount of the Notes which may be authenticated and delivered under this Fourth Supplemental Indenture shall not, except as permitted by the provisions of the Original Indenture, initially exceed (i) $500,000,000, with respect to the 2022 Notes, and (ii) $500,000,000, with respect to the 2027 Notes; provided that the Company may from time to time or at any time, without the consent of the Holders of the Notes, issue additional 2022 Notes or 2027 Notes having the same terms and conditions and the same CUSIP number as the 2022 Notes or 2027 Notes, respectively, in all respects, except for issue date, issue price and, if applicable, the first payment of interest thereon, which additional 2022 Notes or 2027 Notes, as the case may be, shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the 2022 Notes or 2027 Notes, respectively.

Section 2.2.                                  Form of Notes; Incorporation of Terms .  Each series of Notes will be issuable in fully registered form as Global Securities, and shall be substantially in the form of Exhibit A-1 (with respect to the 2022 Notes) or Exhibit A-2 (with respect to the 2027 Notes) attached hereto.  Each series of Notes may have such notations, legends or endorsements approved as to form by the Company and required, as applicable, by law, stock exchange or depository rule, agreements to which the Company is subject and/or usage.  The terms of each series of Notes set forth in Exhibits A-1 and A-2 are, as applicable, incorporated herein by reference and are part of the terms of this Fourth Supplemental Indenture.

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(i)                                      Restricted Global Notes . Each of the 2022 Notes and the 2027 Notes are initially being offered and sold to qualified institutional buyers as defined in Rule 144A (collectively, “ QIBs ” or individually a “ QIB ”) in reliance on Rule 144A under the Securities Act or in offshore transactions in reliance on Regulation S under the Securities Act. Each series of Notes shall be issued initially in the form of one or more Restricted Global Notes, in fully registered form without interest coupons, which shall be deposited on behalf of the purchasers of such Notes represented thereby with the Trustee, at its Corporate Trust Office, as Securities Custodian (the “ Securities Custodian ”) for the Depositary, and registered in the name of its nominee, duly executed by the Company and authenticated by the Trustee as hereinafter provided. With respect to each series of Notes, Notes initially offered and sold to QIBs in reliance on Rule 144A shall be issued in the form of one or more 144A Global Notes, and Notes initially offered and sold in offshore transactions in reliance on Regulation S under the Securities Act shall be issued in the form of one or more Regulation S Global Notes. Clearstream Banking, S.A. (“ Clearstream ”) and Euroclear Bank S.A./N.V. (“ Euroclear ”) may hold beneficial interests in the Regulation S Global Notes on behalf of their participants through their respective depositories. Beneficial interests in a Regulation S Global Note may also be held through organizations other than Clearstream and Euroclear that are participants in DTC. The aggregate principal amount of each Restricted Global Note may from time to time be increased or decreased by adjustments made on the records of the Securities Custodian as hereinafter provided, subject in each case to compliance with the Applicable Procedures.

(ii)                                   Regulation S Global Notes .

(1)                                  With respect to each series of Notes, Notes offered and sold in reliance on Regulation S will be issued initially in the form of a Regulation S Temporary Global Note, which will be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, at its Corporate Trust Office, as Securities Custodian for the Depositary, and registered in the name of the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Company and authenticated by the Trustee as hereinafter provided.   Beneficial ownership interests in a Regulation S Temporary Global Note of a series shall not be exchangeable for interests in a 144A Global Note (except as set forth in Section 2.2(ii)(2)(b)), a Regulation S Permanent Global Note (except as set forth in Section 2.2(ii)(2)(a)) or a Certificated Security, of the same series, prior to the termination of the Restricted Period, and then only upon certification in accordance with Rule 903(b)(3)(ii)(B) of Regulation S, in form reasonably satisfactory to the Trustee, to the effect that beneficial ownership interests in such Regulation S Temporary Global Note are owned either by Non-U.S. Persons or U.S. Persons who purchased such interests in a transaction that did not require registration under the Securities Act.  With respect to each series of Notes, following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note of a series will be exchanged for beneficial interests in the Regulation S Permanent Global Note of the same series pursuant to the Applicable Procedures.  Simultaneously with the authentication of the

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Regulation S Permanent Global Note, the Trustee shall cancel the applicable Regulation S Temporary Global Note.  The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interests therein as hereinafter provided.

(2)                                  Prior to the expiration of the Restricted Period, beneficial interests in a Regulation S Temporary Global Note may only be sold, pledged or transferred through Euroclear or Clearstream (as Indirect Participants (as defined below)) or Participants (as defined below) or Indirect Participants acting for and on behalf of Euroclear and Clearstream, and only:

a.                                       for interests in a Regulation S Permanent Global Note of the same series of Notes, and then only upon certification in form reasonably satisfactory to the Trustee that interests in such Regulation S Temporary Global Note are owned either by Non-U.S. Persons or U.S. Persons who purchased such interests in a transaction that did not require registration under the Securities Act; or

b.                                       for beneficial interests in a 144A Global Note of the same series of Notes, and then only if the transferor first delivers to the Trustee a Transfer Certificate to the effect that:

i.                   the transfer of the beneficial interests in the Regulation S Temporary Global Note is being made in accordance with Rule 144A; and

ii.                the beneficial interests in the Regulation S Temporary Global Note is being transferred to a Person:

1)              whom the transferor reasonably believes to be a QIB within the meaning of Rule 144A purchasing for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A; and

2)              accordance with all applicable securities laws of the states of the United States.

(3)                                  Euroclear and Clearstream Procedures Applicable . The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” published by Euroclear and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” published by Clearstream will be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held by participants through Euroclear or Clearstream.

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(iii)                                Global Notes in General. Each Global Note shall represent such of the Outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of Outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of Outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges, redemptions or purchases of such Notes. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the principal amount of Outstanding Notes represented thereby shall be made by the Securities Custodian in accordance with the standing instructions and procedures existing between the Depositary and the Securities Custodian. Neither any members of, or participants in, the Depositary (“ Agent Members ”) nor any other Persons on whose behalf Agent Members may act shall have rights under this Fourth Supplemental Indenture with respect to any Global Note held in the name of the Depositary or any nominees thereof, or under the Global Note, and the Depositary (including, for this purpose, their nominees) may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the sole owner and Holder of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary, its Agent Members and any other Person on whose behalf an Agent Member may act, the operation of customary practices governing the exercise of the rights of a Holder of any Note.

(iv)                               Certificated Securities . Certificated Securities shall be issued only under the limited circumstances provided in Section 2.3(i)(1) hereof.

Section 2.3.                                  Transfer and Exchange.

(i)                                      Transfer and Exchange of Global Notes .

(1)                                  Certificated Securities shall be issued in exchange for interests in any Global Note only if (a) the Depositary notifies the Company that it is unwilling or unable to continue as depository for such Global Note or if it at any time shall no longer be eligible or in good standing under the Exchange Act or other applicable statute or regulation and no successor depository is appointed by the Company within 90 days of such notice or the Company becomes aware of such ineligibility, (b) there has occurred and is continuing an Event of Default with respect to a series of Notes entitling the Holders of Notes of such series to accelerate the maturity of such Notes in accordance with Section 5.2 of the Original Indenture or (c) at any time the Company determines, in its sole discretion, that the Notes of any series or portion thereof issued or issuable in the form of one or more Global Notes shall no longer be represented by such Global Notes. In any of the foregoing cases, the Company shall execute, and the Trustee shall, upon receipt of a Company Order for the authentication and delivery of Certificated Securities of such series of Notes in exchange in whole or in part for such Global Note, authenticate and deliver Certificated Securities of such series of Notes, in definitive form in an aggregate principal amount equal to the principal

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amount of such Global Notes in exchange therefor. Only Restricted Certificated Notes shall be issued in exchange for beneficial interests in Restricted Global Notes, and only Unrestricted Certificated Notes shall be issued in exchange for beneficial interests in Unrestricted Global Notes. Certificated Securities issued in exchange for beneficial interests in Global Notes shall be registered in such names and shall be in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. Upon the exchange of the entire principal amount of a Global Note for Certificated Securities of the same series of Notes, such Global Note shall be canceled by the Trustee or its agent. The Trustee shall deliver at its Corporate Trust Office such Certificated Securities to the Persons in whose names such Securities are so registered. Such exchange shall be effected in accordance with the Applicable Procedures. Nothing herein shall require the Trustee to communicate directly with beneficial owners, and the Trustee shall in connection with any transfers hereunder be entitled to rely on instructions received through the registered Holder.

In the event that Certificated Securities are issued in exchange for beneficial interests in Global Notes in accordance with the foregoing paragraph and, thereafter, the events or conditions specified in this Section 2.3(i)(1) which required such exchange shall have ceased to exist, the Company shall give notice to the Trustee and to the Holders stating that Holders may exchange Certificated Securities for interests in Global Notes of the same series of Notes by complying with the procedures set forth in this Fourth Supplemental Indenture and briefly describing such procedures and the events or circumstances requiring that such notice be given.

(2)                                  Notwithstanding any other provisions of this Fourth Supplemental Indenture other than the provisions set forth in Section 2.3(i)(1) hereof, a Global Note may not be transferred, except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to successor Depositary or a nominee of such successor Depositary. Nothing in this Section 2.3(i)(2) shall prohibit or render ineffective any transfer of a beneficial interest in a Global Note effected in accordance with the other provisions of this Section 2.3.

(ii)                                   Transfer and Exchange. The Notes are issuable only in registered form. Subject to this Section 2.3(ii), a Holder may transfer a Note only by written application to the Trustee stating the name of the proposed transferee and otherwise complying with the terms of this Fourth Supplemental Indenture. No such transfer shall be effected until, and such transferee shall succeed to the rights of a Holder only upon, final acceptance and registration of the transfer by the Trustee in the Security Register. Prior to the registration of any transfer by a Holder as provided herein, the Company, the Trustee and any agent of the Company shall treat the person in whose name the Note is registered as the owner thereof for all purposes whether or not the Note shall be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. Furthermore, any Holder of a Global Note shall, by acceptance of such Global Note,

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agree that transfers of beneficial interests in such Global Note may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent) in compliance with its normal procedures and that ownership of a beneficial interest in the Note shall be required to be reflected in a book entry system. When Notes are presented to the Trustee with a request to register the transfer or to exchange them for an equal principal amount of Notes of the same series of other authorized denominations (including an exchange of Notes for Exchange Notes of the same series of Notes), the Trustee shall register the transfer or make the exchange as requested if its requirements for such transactions are met (including that such Notes are duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Trustee and the Company, duly executed by the Holder thereof or his attorney duly authorized in writing); provided that no exchanges of Notes for Exchange Notes of the same series of Notes shall occur until a Registration Statement shall have been declared effective by the Commission and that any Notes that are exchanged for Exchange Notes of the same series of Notes shall be canceled by the Trustee. To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate and deliver such Notes.

(iii)                                Transfer and Exchange of Certificated Securities. When Certificated Securities are presented by a Holder to the Trustee with a request (x) to register the transfer of the Certificated Securities to a person who will take delivery thereof in the form of Certificated Securities of the same series of Notes only; or (y) to exchange such Certificated Securities for an equal principal amount of Certificated Securities of the same series of Notes of other authorized denominations, the Trustee shall register the transfer or make the exchange as requested; provided, however, that the Certificated Securities presented or surrendered for registration of transfer or exchange:

(1)                                  shall be duly endorsed or accompanied by a written instrument of transfer meeting the requirements of the fifth paragraph of Section 3.5 of the Original Indenture; and

(2)                                  in the case of a Restricted Certificated Note, such request shall be accompanied by the following additional information and documents, as applicable:

a.                                       if such Restricted Certificated Note is being delivered to the Trustee by a Holder for registration in the name of such Holder, without transfer, or such Restricted Certificated Note is being transferred to the Company or a Subsidiary of the Company, a certification to that effect from such Holder (in substantially the form set forth in the Transfer Certificate);

b.                                       if such Restricted Certificated Note is being transferred to (i) a person the Holder reasonably believes is a QIB in accordance with Rule 144A, (ii) outside the United States in compliance with Rule 904 under the Securities Act or

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(iii) pursuant to an effective registration statement under the Securities Act, a certification to that effect from such Holder (in substantially the form set forth in the Transfer Certificate); or

c.                                        if such Restricted Certificated Note is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certification to that effect from such Holder (in substantially the form set forth in item 3 of the Transfer Certificate) and, if the Company, the Trustee or the Security Registrar so requests, a customary opinion of counsel, certificates and other information reasonably acceptable to the Company and the Trustee to the effect that such transfer is in compliance with the Securities Act, and

In the case of a transfer pursuant to Section 2.3(iii)(2)(b)(iii) or Section 2.3(iii)(2)(c), the Notes delivered to the transferee shall be in the form of an Unrestricted Certificated Security, and shall not bear any Private Placement Legend or Regulation S Temporary Global Note Legend.

(iv)                               Transfer and Exchange of Beneficial Interests in the Global Notes. The transfer and exchange of beneficial interests in the Global Notes shall be effected through the Depositary, in accordance with the provisions of this Fourth Supplemental Indenture and the Applicable Procedures. Beneficial interests in the Restricted Global Notes shall be subject to restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act. Transfers of beneficial interests in the Global Notes also shall require compliance with either subparagraph (1) or (2) below, as applicable, as well as one or more of the other following subparagraphs, as applicable:

(1)                                  Transfer of Beneficial Interests in the Same Global Note . Beneficial interests in any Restricted Global Notes may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Note in accordance with the transfer restrictions set forth in the Private Placement Legend; provided, however, that prior to the expiration of the Restricted Period, transfers of beneficial interests in a Regulation S Global Note may not be made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser, as such term is defined in the Registration Rights Agreement) except in connection with a transfer pursuant to Section 2.2(ii)(2). Beneficial interests in any Unrestricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note of the same series of Notes. Except as may be required by the Applicable Procedures, no written orders or instructions shall be required to be delivered to the Trustee to effect the transfers described in this Section 2.3(iv)(1).

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(2)                                  Transfers and Exchanges of Beneficial Interests in Global Notes not subject to Section 2.3(iv)(1) . In connection with all transfers and exchanges of beneficial interests that are not subject to Section 2.3(iv)(1) above, the transferor of such beneficial interest must deliver to the Trustee either (i) a written order from a participant of the Depositary (a “ Participant ”) or an entity that clears through or maintains a custodial relationship with a Participant (an “ Indirect Participant ”) given to the Depositary in accordance with the Applicable Procedures directing the Depositary to credit or cause to be credited a beneficial interest in another Global Note of the same series of Notes in an amount equal to the beneficial interests to be transferred or exchanged and (ii) instructions given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited with such increase. Upon consummation of an Exchange Offer by the Company in accordance with Section 2.4 hereof, the requirements of this Section 2.3(iv)(2) shall be deemed to have been satisfied upon receipt by the Trustee of the instructions contained in the Letter of Transmittal delivered or deemed to be delivered in accordance with the Applicable Procedures by the Holder of such beneficial interests in the Restricted Global Notes. Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Notes contained in the Indenture, this Fourth Supplemental Indenture and the Notes or otherwise applicable under the Securities Act, the Trustee shall adjust the principal amount of the relevant Global Notes.

(3)                                  Transfer of Beneficial Interests to Another Restricted Global Note . A beneficial interest in any Restricted Global Note may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Note of the same series of Notes if the transfer complies with the requirements of Section 2.3(iv)(2) above and the Registrar receives the following:

a.                                       If the transferee is to take delivery in the form of a beneficial interest in the 144A Global Note, then the transferor must deliver a Transfer Certificate, including the certifications in item (1) thereof; and

b.                                       If the transferee is to take delivery in the form of a beneficial interest in a Regulation S Global Note, then the transferor must deliver a Transfer Certificate, including the certifications in item (2) thereof.

(4)                                  Transfer of a Beneficial Interest in a Restricted Global Note for a Beneficial Interest in an Unrestricted Global Note . Any person having a beneficial interest in a Restricted Global Note may upon request, subject to the Applicable Procedures, transfer such beneficial interest to a person who is required or permitted to take delivery thereof in the form of an Unrestricted Global Note of the same series of Notes. Upon receipt by the Trustee of written instructions or such other form of instructions as is customary for the Depositary,

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from the Depositary or its nominee on behalf of any person having a beneficial interest in a Restricted Global Note and the following additional information and documents in such form as is customary for the Depositary from the Depositary or its nominee on behalf of the person having such beneficial interest in the Restricted Global Note (all of which may be submitted by facsimile or electronically):

a.                                       if such beneficial interest is being transferred pursuant to an effective registration statement under the Securities Act, a certification to that effect from the transferor (in substantially the form set forth in the Transfer Certificate); or

b.                                       if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act Rule 144, a certification to that effect from the transferor (in substantially the form set forth in the Transfer Certificate) and, if the Company or the Trustee so requests, a customary opinion of counsel, certificates and other information reasonably acceptable to the Company and the Trustee to the effect that such transfer is in compliance with the Securities Act,

the Trustee, as registrar and Securities Custodian, shall reduce or cause to be reduced the aggregate principal amount of the Restricted Global Note of such series of Notes by the appropriate principal amount and shall increase or cause to be increased the aggregate principal amount of the Unrestricted Global Note of the same series of Notes by a like principal amount. Such transfer shall otherwise be effected in accordance with the Applicable Procedures. If no Unrestricted Global Note is then outstanding, the Company shall execute and the Trustee shall, upon receipt of a Company Order (which the Company agrees to deliver promptly), authenticate and deliver an Unrestricted Global Note.

(5)                                  Transfers of Certificated Securities for Beneficial Interest in Global Notes . If Certificated Securities are presented by a Holder to the Trustee with a request (x) to register the transfer of such Certificated Securities to a person who will take delivery thereof in the form of a beneficial interest in a Global Note of the same series of Notes, which request shall specify whether such Global Note will be a Restricted Global Note or an Unrestricted Global Note; or (y) to exchange such Certificated Securities for an equal principal amount of beneficial interests in a Global Note of the same series of Notes, which beneficial interests will be owned by the Holder transferring such Certificated Securities (provided that in the case of such an exchange, Restricted Certificated Securities may be exchanged only for Restricted Global Notes and Unrestricted Certificated Securities may be exchanged only for Unrestricted Global Notes), the Trustee shall register the transfer or make the exchange as requested by canceling such Certificated Security and causing the aggregate principal amount of the Global

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Note of such series of Notes to be increased accordingly and, if no such Global Note is then outstanding, the Company shall issue and the Trustee shall authenticate and deliver a new Global Note for the applicable series of Notes; provided, however, that:

a.                                       the Certificated Securities presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer meeting the requirements of the fifth paragraph of Section 3.5 of the Original Indenture;

b.                                       in the case of a Restricted Certificated Security to be transferred for a beneficial interest in an Unrestricted Global Note of the same series of Notes, such request shall be accompanied by the following additional information and documents, as applicable:

i.                   if such Restricted Certificated Security is being transferred pursuant to an effective registration statement under the Securities Act, a certification to that effect from such Holder (in substantially the form set forth in the Transfer Certificate); or

ii.                if such Restricted Certificated Security is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certification to that effect from such Holder (in substantially the form set forth in item 3 of the Transfer Certificate) and, if the Company, the Trustee or the Security Registrar so requests, a customary opinion of counsel, certificates and other information reasonably acceptable to the Company and the Trustee to the effect that such transfer is in compliance with the Securities Act;

c.                                        in the case of a Restricted Certificated Security to be transferred or exchanged for a beneficial interest in a Restricted Global Note of the same series of Notes, such request shall be accompanied by a certification from such Holder (in substantially the form set forth in the Transfer Certificate) to the effect that such Restricted Certificated Security is being transferred either (a) to a person the Holder reasonably believes is a QIB (which, in the case of an exchange, shall be such Holder) in accordance with Rule 144A or (b) if such Restricted Security is being transferred pursuant to and in accordance with Rule 903 or 904 under the Securities Act, a certification to that effect from such

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Holder (in substantially the form set forth in item 2 of the Transfer Certificate); and

d.                                       in the case of an Unrestricted Certificated Security to be transferred or exchanged for a beneficial interest in an Unrestricted Global Note of the same series of Notes, such request need not be accompanied by any additional information or documents.

(v)                                  Legends .

(1)                                  Private Placement Legend. Except as permitted below, each Restricted Global Note and each Restricted Certificated Security shall bear the legend in substantially the following form:

“THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM.  EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.

THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) IN THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (II) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, (III) PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), (IV) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY, IF THE COMPANY SO REQUESTS) OR (V) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, AND IN EACH OF CASES (I) THROUGH (V) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER

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OF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.”

Each Restricted Certificated Security shall bear the following legend on the face thereof:

“In connection with any transfer, the Holder will deliver to the Trustee and the Company such certificates and other information as such Trustee or Company may reasonably require to confirm that the transfer complies with the foregoing restrictions.”

(2)                                  Global Note Legend. Each Global Note shall bear the legend in substantially the following form:

“Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.

THIS SECURITY IS A GLOBAL SECURITY AS REFERRED TO IN THE INDENTURE HEREINAFTER REFERENCED.  UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL SECURITIES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.”

(3)                                  Regulation S Temporary Global Note Legend. Each Regulation S Temporary Global Note shall bear a legend in substantially the following form:

“EXCEPT AS SET FORTH BELOW, BENEFICIAL OWNERSHIP INTERESTS IN THIS TEMPORARY REGULATION S GLOBAL NOTE WILL NOT BE EXCHANGEABLE FOR INTERESTS IN THE PERMANENT REGULATION S GLOBAL NOTE OR ANY OTHER SECURITY REPRESENTING AN INTEREST IN THE SECURITIES REPRESENTED HEREBY WHICH DO NOT CONTAIN A LEGEND CONTAINING RESTRICTIONS ON TRANSFER, UNTIL THE EXPIRATION OF THE 40-DAY “DISTRIBUTION COMPLIANCE PERIOD” (WITHIN THE MEANING OF RULE 903(B)(3) OF REGULATION S UNDER THE SECURITIES ACT)

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AND THEN ONLY UPON CERTIFICATION IN FORM REASONABLY SATISFACTORY TO THE TRUSTEE THAT SUCH BENEFICIAL INTERESTS ARE OWNED EITHER BY NON-U.S. PERSONS OR U.S. PERSONS WHO PURCHASED SUCH INTERESTS IN A TRANSACTION THAT DID NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT. DURING SUCH 40-DAY DISTRIBUTION COMPLIANCE PERIOD, BENEFICIAL OWNERSHIP IN THIS TEMPORARY REGULATION S GLOBAL NOTE MAY ONLY BE SOLD, PLEDGED OR TRANSFERRED THROUGH EUROCLEAR BANK S.A./N.V. OR CLEARSTREAM BANKING, S.A. AND ONLY (1) TO THE COMPANY, (2) WITHIN THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (3) OUTSIDE THE UNITED STATES IN A TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT OR (4) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (1) THROUGH (4) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND OTHER JURISDICTIONS. HOLDERS OF INTERESTS IN THIS TEMPORARY REGULATION S GLOBAL NOTE WILL NOTIFY ANY PURCHASER OF THIS NOTE OF THE RESALE RESTRICTIONS REFERRED TO ABOVE, IF THEN APPLICABLE.

BENEFICIAL INTERESTS IN THIS TEMPORARY REGULATION S GLOBAL NOTE MAY BE EXCHANGED FOR INTERESTS IN A RESTRICTED GLOBAL NOTE ONLY IF (1) SUCH EXCHANGE OCCURS IN CONNECTION WITH A TRANSFER OF THE SECURITIES IN COMPLIANCE WITH RULE 144A, AND (2) THE TRANSFEROR OF THE TEMPORARY REGULATION S GLOBAL NOTE FIRST DELIVERS TO THE TRUSTEE A WRITTEN CERTIFICATE (IN THE FORM ATTACHED TO THIS CERTIFICATE) TO THE EFFECT THAT THE REGULATION S GLOBAL NOTE IS BEING TRANSFERRED (A) TO A PERSON WHO THE TRANSFEROR REASONABLY BELIEVES TO BE A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A, (B) TO A PERSON WHO IS PURCHASING FOR ITS OWN ACCOUNT OR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A AND (C) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS.

BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE MAY BE TRANSFERRED TO A PERSON WHO TAKES DELIVERY IN THE FORM OF AN INTEREST IN THE REGULATION S GLOBAL NOTE, WHETHER BEFORE OR AFTER THE EXPIRATION OF THE 40-DAY DISTRIBUTION COMPLIANCE PERIOD, ONLY IF THE TRANSFEROR FIRST DELIVERS TO THE TRUSTEE A WRITTEN CERTIFICATE (IN THE

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FORM ATTACHED TO THIS CERTIFICATE) TO THE EFFECT THAT IF SUCH TRANSFER IS BEING MADE IN ACCORDANCE WITH RULE 903 OR 904 OF REGULATION S OR RULE 144 (IF AVAILABLE) AND THAT, IF SUCH TRANSFER OCCURS PRIOR TO THE EXPIRATION OF THE 40-DAY DISTRIBUTION COMPLIANCE PERIOD, THE INTEREST TRANSFERRED WILL BE HELD IMMEDIATELY THEREAFTER THROUGH EUROCLEAR BANK S.A./N.V. OR CLEARSTREAM BANKING, S.A.

THE FOREGOING LEGEND MAY BE REMOVED FROM THIS SECURITY AFTER 40 DAYS BEGINNING ON AND INCLUDING THE LATER OF (A) THE DATE OF WHICH THE SECURITIES ARE OFFERED TO PERSONS OTHER THAN DISTRIBUTORS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) AND (B) THE ORIGINAL ISSUE DATE OF THE SECURITIES.”

(4)                                  ERISA Legend . Each Note will bear a legend in substantially the following form:

“EACH HOLDER OF THIS SECURITY OR ANY INTEREST HEREIN WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED AS FOLLOWS: (1) EITHER: (A) NO PORTION OF THE ASSETS USED BY SUCH HOLDER TO ACQUIRE OR HOLD THIS SECURITY OR ANY INTEREST HEREIN CONSTITUTES THE ASSETS OF ANY (I) EMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO TITLE I OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), (II) PLAN, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER ARRANGEMENT THAT IS SUBJECT TO SECTION 4975 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) OR PROVISIONS UNDER ANY OTHER FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, “SIMILAR LAWS”), OR (III) ENTITIES WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE “PLAN ASSETS” OF ANY SUCH PLAN, ACCOUNT OR ARRANGEMENT (EACH OF THE FOREGOING DESCRIBED IN CLAUSES (I), (II) AND (III) REFERRED TO AS A “PLAN”); OR (B) THE ACQUISITION AND HOLDING OF THIS SECURITY, OR ANY INTEREST HEREIN BY SUCH HOLDER, WILL NOT CONSTITUTE A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A SIMILAR VIOLATION UNDER ANY APPLICABLE SIMILAR LAWS; (2) ADDITIONALLY, IF SUCH HOLDER IS USING ASSETS OF ANY PLAN THAT IS SUBJECT TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE (EACH, AN “ERISA PLAN”) SUCH ERISA PLAN WILL BE DEEMED TO REPRESENT (WHICH REPRESENTATION SHALL BE DEEMED REPEATED AND REAFFIRMED ON EACH DAY THE ERISA PLAN HOLDS THIS SECURITY) THAT (I) NONE OF ITC HOLDINGS, CORP. (TOGETHER WITH ITS SUBSIDIARIES, “ITC”), THE UNDERWRITERS, OR ANY OF THEIR RESPECTIVE

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AFFILIATES (COLLECTIVELY, THE “RELEVANT PARTIES”) HAVE ACTED AS THE ERISA PLAN’S FIDUCIARY, OR HAS BEEN RELIED UPON FOR ANY ADVICE, WITH RESPECT TO THE ERISA PLAN’S DECISION TO ACQUIRE, HOLD, SELL, EXCHANGE OR PROVIDE ANY CONSENT WITH RESPECT TO THIS SECURITY AND NONE OF THE RELEVANT PARTIES SHALL AT ANY TIME BE RELIED UPON AS THE ERISA PLAN’S FIDUCIARY WITH RESPECT TO ANY DECISION TO ACQUIRE, CONTINUE TO HOLD, SELL, EXCHANGE OR PROVIDE ANY CONSENT WITH RESPECT TO THIS SECURITY OR ANY INTEREST HEREIN AND (II) THE DECISION TO INVEST IN THIS SECURITY HAS BEEN MADE AT THE RECOMMENDATION OR DIRECTION OF AN “INDEPENDENT FIDUCIARY” (“INDEPENDENT FIDUCIARY”) WITHIN THE MEANING OF U.S. CODE OF FEDERAL REGULATIONS, 29 C.F.R. SECTION 2510.3-21(C), AS AMENDED FROM TIME TO TIME (THE “FIDUCIARY RULE”), WHO (A) IS INDEPENDENT OF THE RELEVANT PARTIES, (B) IS CAPABLE OF EVALUATING INVESTMENT RISKS INDEPENDENTLY, BOTH IN GENERAL AND WITH RESPECT TO PARTICULAR TRANSACTIONS AND INVESTMENT STRATEGIES (WITHIN THE MEANING OF THE FIDUCIARY RULE); (C) IS A FIDUCIARY (UNDER ERISA AND/OR SECTION 4975 OF THE CODE) WITH RESPECT TO THE ERISA PLAN’S INVESTMENT IN THIS SECURITY AND IS RESPONSIBLE FOR EXERCISING INDEPENDENT JUDGMENT IN EVALUATING THE INVESTMENT IN THIS SECURITY; (D) IS EITHER (A) A BANK AS DEFINED IN SECTION 202 OF THE INVESTMENT ADVISERS ACT OF 1940, AS AMENDED (THE “ADVISERS ACT”), OR SIMILAR INSTITUTION THAT IS REGULATED AND SUPERVISED AND SUBJECT TO PERIODIC EXAMINATION BY A STATE OR FEDERAL AGENCY OF THE UNITED STATES; (B) AN INSURANCE CARRIER WHICH IS QUALIFIED UNDER THE LAWS OF MORE THAN ONE STATE OF THE UNITED STATES TO PERFORM THE SERVICES OF MANAGING, ACQUIRING OR DISPOSING OF ASSETS OF SUCH AN ERISA PLAN; (C) AN INVESTMENT ADVISER REGISTERED UNDER THE ADVISERS ACT OR, IF NOT REGISTERED AS AN INVESTMENT ADVISER UNDER THE ADVISERS ACT BY REASON OF PARAGRAPH (1) OF SECTION 203A OF THE ADVISERS ACT, IS REGISTERED AS AN INVESTMENT ADVISER UNDER THE LAWS OF THE STATE (REFERRED TO IN SUCH PARAGRAPH (1)) IN WHICH IT MAINTAINS ITS PRINCIPAL OFFICE AND PLACE OF BUSINESS; (D) A BROKER DEALER REGISTERED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED; AND/OR (E) AN INDEPENDENT FIDUCIARY (NOT DESCRIBED IN CLAUSES (A), (B), (C) OR (D) ABOVE) THAT HOLDS OR HAS UNDER MANAGEMENT OR CONTROL TOTAL ASSETS OF AT LEAST $50 MILLION, AND WILL AT ALL TIMES THAT SUCH ERISA PLAN HOLDS THIS SECURITY HOLD OR HAVE UNDER MANAGEMENT OR CONTROL TOTAL ASSETS OF AT LEAST $50 MILLION; AND (E) IS AWARE OF AND ACKNOWLEDGES THAT (I) NONE OF THE RELEVANT

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PARTIES ARE UNDERTAKING TO PROVIDE IMPARTIAL INVESTMENT ADVICE, OR TO GIVE ADVICE IN A FIDUCIARY CAPACITY, IN CONNECTION WITH THE ERISA PLAN’S INVESTMENT IN THIS SECURITY, AND (II) THE RELEVANT PARTIES HAVE A FINANCIAL INTEREST IN THE ERISA PLAN’S INVESTMENT IN THIS SECURITY ON ACCOUNT OF THE FEES AND OTHER REMUNERATION THEY EXPECT TO RECEIVE IN CONNECTION WITH TRANSACTIONS CONTEMPLATED HEREUNDER AND (3) IT WILL NOT TRANSFER THIS SECURITY OR ANY INTEREST HEREIN TO ANY PERSON OR ENTITY, UNLESS SUCH PERSON OR ENTITY COULD ITSELF TRUTHFULLY MAKE THE FOREGOING REPRESENTATIONS AND COVENANTS.”

(vi)                               Upon any sale or transfer of a Restricted Global Note or Restricted Certificated Security (x) pursuant to Rule 144, or (y) pursuant to an effective registration statement under the Securities Act, as a result of which, in the case of a Security transferred pursuant to clause (x), such Security shall cease to be a “restricted security” within the meaning of Rule 144:

(1)                                  in the case of any Restricted Certificated Security, the Trustee shall permit the Holder thereof to exchange such Restricted Certificated Security for an Unrestricted Certificated Security of the same series of Notes, or (under the circumstances described in Section 2.3(iv)(5) hereof) to transfer such Restricted Certificated Security to a transferee who shall take such Security in the form of a beneficial interest in an Unrestricted Global Note of the same series of Notes, and in each case shall rescind any restriction on the transfer of such Security; provided, however, that the Holder of such Restricted Certificated Security shall, in connection with such exchange or transfer, comply with the other applicable provisions of this Article Two;

(2)                                  in the case of any beneficial interest in a Restricted Global Note, the Trustee shall permit the beneficial owner thereof to transfer such beneficial interest to a transferee who shall take such interest in the form of a beneficial interest in an Unrestricted Global Note of the same series of Notes and shall rescind any restriction on transfer of such beneficial interest; provided, however, that such Unrestricted Global Note shall continue to be subject to the provisions of Section 2.3(i)(2) hereof, and provided further, however, that the owner of such beneficial interest shall, in connection with such transfer, comply with the other applicable provisions of this Article Two; and

(3)                                  Upon the exchange, registration of transfer or replacement of Notes of any series not bearing the Private Placement Legend or the Regulation S Temporary Global Note Legend, the Company shall execute, and the Trustee shall authenticate and deliver in certificated or global form, as applicable, in authorized denominations, Notes of the same series that do not bear such legends and which do not have a Transfer Certificate attached thereto.

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(vii)                            Upon a sale or transfer after the expiration of the Restricted Period of any Notes acquired pursuant to Regulation S, all requirements that such Notes bear the Regulation S Temporary Global Note Legend shall cease to apply (but requirements requiring such Notes to be in global form and bear the Global Note Legend and the Private Placement Legend, to the extent applicable, shall apply).

(viii)                         The transferor of any Note shall provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Internal Revenue Code Section 6045. The Trustee may rely on information provided to it and shall have no responsibility to verify or ensure the accuracy of such information.

Section 2.4.                                  Exchange Offers .

(i)                                      Upon the occurrence of an Exchange Offer in accordance with the Registration Rights Agreement, the Company shall issue and, upon receipt of a Company Order, the Trustee shall authenticate and deliver promptly (i) one or more Unrestricted Global Notes for each series of Notes in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Notes for the same series of Notes tendered for acceptance in accordance with the Exchange Offer and accepted for exchange in the Exchange Offer, and (ii) Certificated Securities in an aggregate principal amount equal to the principal amount of the Restricted Certificated Securities for each series of Notes tendered for acceptance in accordance with the Exchange Offer and accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Notes, the Trustee shall cause the aggregate principal amount of the applicable Restricted Global Notes for the applicable series of Notes to be reduced accordingly, and the Company shall execute and the Trustee shall authenticate and deliver to the Persons designated by the Holders of such Restricted Global Notes so accepted Unrestricted Global Notes of the same series of Notes in the appropriate principal amount.

(ii)                                   Interest on each Exchange Note will accrue (1) from the later of (x) the last date on which interest was paid on the Restricted Global Notes of such series surrendered in exchange therefor or (y) if the Restricted Global Notes of such series are surrendered for exchange on a date in a period which includes the record date for an interest payment date on such series to occur on or after the date of such exchange and as to which interest will be paid, the date of such interest payment date or (2) if no interest has been paid on the Restricted Global Notes of such series, from the date of issuance.

Section 2.5.                                  Execution and Authentication . The Trustee, upon a Company Order and pursuant to the terms of the Original Indenture and this Fourth Supplemental Indenture, shall authenticate and deliver (i) 2022 Notes for original issue in an initial aggregate principal amount of $500,000,000 and (ii) 2027 Notes for original issue in an initial aggregate principal amount of $500,000,000.  Such Company Order shall specify the amount of each series of Notes to be authenticated, the date on which the original issue of each series of Notes is to be authenticated and the aggregate principal amount of each series of Notes outstanding on the date of

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authentication.  All of the 2022 Notes issued under this Fourth Supplemental Indenture, including any Exchange Notes of the applicable series issued in exchange therefor in the Exchange Offer, shall be treated as a single series for all purposes under the Original Indenture and this Fourth Supplemental Indenture, including, without limitation, waivers, amendments and offers to purchase.  All of the 2027 Notes issued under this Fourth Supplemental Indenture, including any Exchange Notes of the applicable series issued in exchange therefor in the Exchange Offer, shall be treated as a single series for all purposes under the Original Indenture and this Fourth Supplemental Indenture, including, without limitation, waivers, amendments and offers to purchase.

Section 2.6.                                  Additional Interest .  Additional Interest with respect to the Notes shall be payable in accordance with the provisions and in the amounts set forth in the Registration Rights Agreement. For the avoidance of doubt, any references in the Indenture to “interest” payable with respect to the Notes shall include any Additional Interest, if any, payable pursuant to the Registration Rights Agreement, and any Additional Interest that accrues on a Note will be in addition to the stated interest that accrues on such Note.

Section 2.7.                                  Depositary for Global Notes .  The Depositary for the Notes issued under this Fourth Supplemental Indenture shall be DTC or any person succeeding thereto by merger, consolidation or acquisition of all or substantially all of its assets, including substantially all of its securities payment and transfer operations.

Section 2.8.                                  Place of Payment .  The Place of Payment in respect of the Notes will be at the principal office or agency of the Company in The City of New York, State of New York or at the office or agency of the Trustee which, at the date hereof, is located at 7000 Central Parkway, Suite 550, Atlanta, Georgia 30328, Attention:  ITC Holdings Corp. Account Manager.

Section 2.9.                                  Denominations .  The Notes shall be issued in denominations of $2,000 and higher multiples of $1,000.

Section 2.10.                           Book-Entry Provisions for the Global Notes .  The Notes will be represented by Global Securities in fully registered form without coupons that will be deposited with and registered in the name of DTC or its nominee (the “ Global Notes ”), which, for the avoidance of doubt, shall mean, with respect to each series of Notes issued as Global Securities, individually and collectively, the Restricted Global Notes and the Unrestricted Global Notes, substantially in the form of Exhibit A-1 (with respect to the 2022 Notes) or Exhibit A-2 (with respect to the 2027 Notes) hereto, as applicable.  Beneficial interests in the Global Notes may be exchanged for Notes in definitive form to the extent provided under the Original Indenture.

Section 2.11.                           Restrictions on Liens .  The covenant provided by Section 10.7 of the Original Indenture shall be applicable to the Notes.

Section 2.12.                           Restrictions on Sale and Leaseback Transactions .  The covenant provided by Section 10.8 of the Original Indenture shall be applicable to the Notes.

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ARTICLE THREE
REDEMPTION

Each series of the Notes may be redeemed, in accordance with the procedures set forth in the Original Indenture (as amended with respect to the Notes in Section 4.1(iii) of this Fourth Supplemental Indenture), on not less than 15 nor more than 60 days’ notice given as provided in the Original Indenture, as further amended and specified below.  If the Company requests the Trustee to provide the notice of redemption to the Holders, in the name of and at the expense of the Company, the Company shall provide the Trustee written notice of such request at least 10 days prior to when such notice of redemption is required to be sent (unless a shorter notice shall be satisfactory to the Trustee).

Prior to the applicable Par Call Date, each series of Notes may be redeemed as a whole at any time or in part from time to time, at the option of the Company, by paying the Make-Whole Price.  The “ Make-Whole Price ” is an amount equal to the greater of (i) 100% of the principal amount of the Notes being redeemed and (ii) as determined by an Independent Investment Banker, the sum of the present values of the remaining scheduled payments of principal and interest thereon assuming the Notes matured on the applicable Par Call Date (not including any portion of such payments of interest accrued as of the redemption date) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at a rate equal to the sum of (x) 12.5 basis points (in the case of the 2022 Notes) or 20 basis points (in the case of the 2027 Notes) plus (y) the Adjusted Treasury Rate on the third business day prior to the redemption date, plus, in each case, accrued and unpaid interest, including Additional Interest, if any, thereon to, but excluding, the redemption date. The Trustee shall have no responsibility or obligation to calculate the Make-Whole Price.

Commencing on the applicable Par Call Date, each series of Notes may be redeemed in whole at any time or in part from time to time, at the Company’s option, in each case, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, including Additional Interest, if any, thereon to, but excluding, the redemption date.  In each of the foregoing cases, installments of interest on the Notes that are due and payable on an Interest Payment Date falling on or prior to the relevant redemption date will be payable to the Holders of such Notes, registered as such at the close of business on the relevant record date according to the terms and provisions of the Original Indenture.

In the event of a partial redemption of a series of Notes, the Company will issue new Notes of such series for the unredeemed portion in the name of the Holder of the partially redeemed Notes.

If less than all of the Notes of a series are to be redeemed, the Trustee will select the Notes of such series to be redeemed pro rata, by lot or by such other method as the Trustee deems fair and appropriate in accordance with DTC’s applicable procedures.  The Trustee may select for redemption Notes of the applicable series and portions of such Notes in amounts of $2,000 or any integral multiple of $1,000 in excess thereof, in accordance with Section 11.3 of the Original Indenture.

Unless the Company defaults in payment of the redemption price, the portion of Notes called for redemption will no longer accrue interest on and after the redemption date.

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ARTICLE FOUR
AMENDMENTS TO THE ORIGINAL INDENTURE

Section 4.1.                                  Amendments to the Original Indenture .  Subject to Article Five hereof:

(i)                                      Section 1.1 of the Original Indenture is hereby amended with respect to the Notes by amending and restating the following definitions in their entirety to read as follows:

“ Credit Agreements ” means, collectively, (i) the Term Loan Credit Agreement, dated as of March 23, 2017, among the Company, as the borrower, various financial institutions and other persons from time to time parties thereto, as the lenders, and JPMorgan Chase Bank, N.A., as administrative agent and as lead arranger and sole bookrunner, and (ii) the Revolving Credit Agreement, dated as of October 23, 2017, among the Company, as the borrower, various financial institutions and other persons from time to time parties thereto, as the lenders, JPMorgan Chase Bank, N.A., as the administrative agent, JPMorgan Chase Bank, N.A., Barclays Bank PLC, Wells Fargo Securities, LLC, The Bank of Nova Scotia and Mizuho Bank, Ltd., as joint lead arrangers and joint bookrunners, Barclays Bank PLC and Wells Fargo Bank, National Association, as co-syndication agents and The Bank of Nova Scotia and Mizuho Bank, Ltd. as co-documentation agents, in the case of each of (i) and (ii), as the same may be further amended, supplemented, refinanced, refunded, replaced or otherwise modified and in effect from time to time including any successor or replacement agreement whether by the same or any other agent, lender or group of lenders.

“ First Mortgage Indentures ” means, collectively, (i) the First Mortgage and Deed of Trust, dated as of July 15, 2003, between International Transmission Company and BNY Midwest Trust Company (succeeded by The Bank of New York Trust Company, N.A.), as trustee, (ii) the First Mortgage Indenture, dated as of December 10, 2003, between Michigan Electric Transmission Company, LLC and JPMorgan Chase Bank (succeeded by The Bank of New York Trust Company, N.A.), as trustee, (iii) the First Mortgage and Deed of Trust, dated as of January 14, 2008, between ITC Midwest LLC and The Bank of New York Trust Company, N.A. (succeeded by The Bank of New York Mellon Trust Company, N.A.), as trustee, (iv) the First Mortgage and Deed of Trust, dated November 12, 2014, between ITC Great Plains, LLC and Wells Fargo Bank, National Association, as trustee, and (v) any mortgage bond indenture or other document similar to (i) through (iv) above that secures indebtedness of any Subsidiary by creating Liens on the assets of such Subsidiary similar to those created by (i) through (iv) above, and in the case of each of (i) through (v) above, as the same may be amended, supplemented or otherwise modified and in effect from time to time.

(ii)                                   Sections 7.4(a)and (b) of the Original Indenture are hereby amended and restated in its entirety with respect to the Notes to read as follows:

“(a) Whether or not required by the Commission, so long as any Securities are outstanding, the Company shall file with the Trustee and deliver to the Holders of Securities:

25

(i) all quarterly and annual financial information that would be required to be contained in a filing with the Commission on Forms 10-Q and 10-K if the Company were required to file such Forms (including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by the Company’s certified independent auditors), each within 15 days after the time periods specified in the Commission’s rules and regulations that would have been applicable if the Company were subject to the periodic reporting requirements under Section 13 or Section 15(d) of the Exchange Act;

(ii) all current reports that would have been required to be filed with the Commission on Form 8-K if the Company were required to file such reports, within five days after the time periods specified in the Commission’s rules and regulations that would have been applicable if the Company were subject to the periodic reporting requirements under Section 13 or Section 15(d) of the Exchange Act; and

(iii) such additional information, documents and reports with respect to compliance by the Company with the conditions and covenants provided for in this Indenture, which the Company would have been required to file with the Commission if the Company were subject to Section 13 or 15(d) of the Exchange Act, within five days after the time periods specified in the Commission’s rules and regulations that would have been applicable if the Company were subject to the periodic reporting requirements under Section 13 or Section 15(d) of the Exchange Act,

provided, that any such information, documents or reports filed electronically with the Commission for public availability shall be deemed filed with, and delivered to, the Trustee and the holders of the Securities. All such reports shall be prepared in all material respects in accordance with all of the rules and regulations of the Commission applicable to such reports. The Company shall notify the Trustee if the Company fails to so file any such information, documents or reports with the Commission or if the Commission does not permit such filings, in which event the Company shall not be so obligated to file such reports with the Commission, and shall instead make such information available to the Trustee and Holders of Securities by posting the same, within the time periods required above, on a publicly available website, including the Company’s website, or on a non-public website to which Holders of Securities, prospective investors and securities analysts are given access (whether a commercial, third-party website or whether sponsored by the Company). Notwithstanding the foregoing, the above requirements shall be deemed satisfied prior to the commencement of the Exchange Offer or the effectiveness of a shelf registration statement by the filing with the Commission of the registration statement or shelf registration statement required by the Registration Rights Agreement within the time periods specified in the Registration Rights Agreement, and any amendments thereto, provided that such registration statement includes the information specified above at the times the Company would otherwise be required to file such documents and reports, and

26

the financial information contained in such registration statement satisfies Regulation S-X of the Securities Act.

(b) So long as the Securities remain outstanding, the Company shall furnish to the Holders and to prospective investors, upon request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.”

(iii)                                Section 11.4 of the Original Indenture is hereby amended with respect to the Notes by amending and restating the first sentence in its entirety to read as follows:

“Notice of redemption shall be given by first-class mail, postage prepaid, mailed not less than 15 nor more than 60 days prior to the Redemption Date, to each Holder of Securities to be redeemed, at the Holder’s address appearing in the Security Register.”

ARTICLE FIVE
MISCELLANEOUS

Section 5.1.                                  Execution as Supplemental Indenture .  This Fourth Supplemental Indenture is executed and shall be construed as an indenture supplemental to the Original Indenture and, as provided in the Original Indenture, this Fourth Supplemental Indenture forms a part thereof.

Section 5.2.                                  Conflict with Trust Indenture Act .  If any provision hereof limits, qualifies or conflicts with another provision hereof, or with a provision of the Original Indenture, which is required to be included in this Fourth Supplemental Indenture or in the Original Indenture, respectively, by any of the provisions of the Trust Indenture Act, such required provision shall control to the extent it is applicable.

Section 5.3.                                  Effect of Headings .  The Article and Section headings herein are for convenience only and shall not affect the construction hereof.

Section 5.4.                                  Successors and Assigns .  All covenants and agreements by the Company and the Trustee in this Fourth Supplemental Indenture shall bind its successors and assigns, whether so expressed or not.

Section 5.5.                                  Separability Clause .  In case any provision in this Fourth Supplemental Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 5.6.                                  Benefits of Fourth Supplemental Indenture .  Nothing in this Fourth Supplemental Indenture or in the Notes, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder and the Holders, any benefit or any legal or equitable right, remedy or claim under this Fourth Supplemental Indenture.

Section 5.7.                                  Execution and Counterparts .  This Fourth Supplemental Indenture may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.  The exchange of copies of this Fourth Supplemental Indenture and of signature pages by facsimile or portable

27

document format (PDF) transmission shall constitute effective execution and delivery of this Indenture as to the parties hereto and may be used in lieu of the Original Indenture for all purposes.  Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.

Section 5.8.                                  Governing Law .  This Fourth Supplemental Indenture and the Notes shall be governed by and construed in accordance with the laws of the State of New York.

Section 5.9.                                  Ratification of Original Indenture .  The Original Indenture, as supplemented by this Fourth Supplemental Indenture, is in all respects ratified and confirmed, and this Fourth Supplemental Indenture shall be deemed part of the Original Indenture in the manner and to the extent herein provided.  For the avoidance of doubt, each of the Company and each Holder of the Notes, by its acceptance of such Notes, acknowledges and agrees that all of the rights, privileges, protections, immunities and benefits afforded to the Trustee under the Original Indenture, including without limitation the right to indemnification, are deemed to be incorporated herein, and shall be enforceable by the Trustee hereunder, in each of its capacities hereunder as if set forth herein in full.

Section 5.10.                           Trustee’s Disclaimer .  The Trustee shall not be responsible in any manner whatsoever for or with respect to any of the recitals or statements contained herein, all of which recitals or statements are made solely by the Company, or for or with respect to (i) the validity or sufficiency of this Fourth Supplemental Indenture or any of the terms or provisions hereof, (ii) the proper authorization hereof by the Company by action or otherwise, (iii) the due execution hereof by the Company or (iv) the consequences of any amendment herein provided for, and the Trustee makes no representation with respect to any such matters.

28

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

[ITC Holdings Corp. — Signature Page to Fourth Supplemental Indenture]

[ITC Holdings Corp. — Signature Page to Fourth Supplemental Indenture]

EXHIBIT A-1

[FORM OF FACE OF 2.700% SENIOR NOTES DUE 2022]

[ Applicable legends to be included ]

A-1- 1

ITC HOLDINGS CORP.
2.700% SENIOR NOTES DUE 2022

ITC HOLDINGS CORP., a corporation duly organized and existing under the laws of The State of Michigan (herein called the “ Company ,” which term includes any successor under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co. or registered assigns, the principal sum of $        (1) on November 15, 2022, and to pay interest thereon from November 14, 2017, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, and to pay the Additional Interest, if any, as defined in and payable pursuant to the Registration Rights Agreement.  Interest and Additional Interest, if any, will be payable semi-annually in arrears on May 15 and November 15 in each year, commencing May 15, 2018.  Interest will be payable at the rate per annum provided in the title hereof, until the principal hereof is paid or made available for payment, and, subject to the terms of the Indenture, at the rate per annum provided in the title hereof on any overdue principal and premium and (to the extent that the payment of such interest shall be legally enforceable) on any overdue installment of interest and Additional Interest, if any, from the dates such amounts are due until they are paid or made available for payment, and such interest and Additional Interest, if any, shall be payable on demand.  The interest and Additional Interest, if any, so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be May 1 or November 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date.  Any such interest and Additional Interest, if any, not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture.  Interest will be computed on the basis of a 360-day year of twelve 30-day months.

Payment of the principal of (and premium, if any) and interest and Additional Interest, if any, on the Securities of this series will be made at the office or agency of the Company maintained for that purpose in the City of New York, State of New York or at the office or agency of the Trustee, in such coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts.  Holders must surrender Securities to a Paying Agent to collect principal payments.

(1)  For Global Securities, insert: “(as revised by the Schedule of Increases and Decreases attached hereto).”

A-1- 2

Reference is hereby made to the further provisions of the Securities of this series set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

Unless the certificate of authentication hereon has been manually executed by or on behalf of the Trustee under the Indenture, this Security shall not be entitled to any benefits under the Indenture, or be valid or obligatory for any purpose.

A-1- 3

IN WITNESS WHEREOF, ITC HOLDINGS CORP. has caused this Security to be duly executed on the date first written above.

A-1- 4

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

Date:            ,    

A-1- 5

[FORM OF REVERSE OF NOTE]

This Security is one of the duly authorized issue of debentures, notes, bonds or other evidences of indebtedness of the Company (hereinafter called the “ Securities ”), of the series hereinafter specified, all issued or to be issued under and pursuant to the Original Indenture dated as of April 18, 2013, as supplemented by the Fourth Supplemental Indenture, dated as of November 14, 2017 (as so supplemented, the “ Indenture ”), duly executed and delivered by the Company and Wells Fargo Bank, National Association, as Trustee (herein called the “ Trustee ,” which term includes any successor trustee under the Indenture), to which Indenture and any other indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee and any agent of the Trustee, any Paying Agent, the Company and the Holders of the Securities of this series and of the terms upon which the Securities of this series are issued and are to be authenticated and delivered.  This Security is one of the series designated on the face hereof, which series is initially limited in aggregate principal amount to $500,000,000, provided that the Company may from time to time or at any time, without the consent of the Holders of Securities of this series, issue additional Securities of this series having the same terms and conditions and the same CUSIP number as the Securities of this series in all respects, except for issue date, issue price and, if applicable, the first payment of interest thereon, which Securities shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the previous outstanding Securities of this series.  By the terms of the Indenture, additional Securities of other separate series, which may vary as to date, amount, Stated Maturity, interest rate or method of calculating the interest rate and in other respects as therein provided, may be issued in an unlimited amount.

The Securities of this series are subject to redemption upon not less than 15 nor more than 60 days’ notice given as provided in the Indenture, as a whole at any time or in part from time to time, at the option of the Company, at any time prior to October 15, 2022, by paying the Make-Whole Price.  The “ Make-Whole Price ” is an amount equal to the greater of (i) 100% of the principal amount of the Securities of this series being redeemed and (ii) as determined by an Independent Investment Banker, the sum of the present values of the remaining scheduled payments of principal and interest thereon assuming the Securities of this series matured on the Par Call Date (not including any portion of such payments of interest accrued as of the redemption date) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at a rate equal to the sum of (x) 12.5 basis points plus (y) the Adjusted Treasury Rate on the third business day prior to the redemption date, plus, in each case, accrued and unpaid interest, including Additional Interest, if any, thereon to, but excluding, the redemption date. The Trustee shall have no responsibility or obligation to calculate the Make-Whole Price.

[ To be deleted from any Note that is not a Restricted Global Note: Additional Interest may be paid in respect of this Note under the circumstances described in the Registration Rights Agreement. The Holder of this Note is entitled to the benefits of such Registration Rights Agreement.  The Company will furnish to any Holder of this Note upon request and without charge a copy of the Registration Rights Agreement.]

A-1- 6

Commencing on the Par Call Date, the Securities of this series may be redeemed in whole at any time or in part from time to time, at the Company’s option, in each case, at a redemption price equal to 100% of the principal amount of the Securities of this series to be redeemed, plus accrued and unpaid interest, including Additional Interest, if any, thereon to, but excluding, the redemption date.  In each of the foregoing cases, installments of interest and Additional Interest, if any, on the Securities of this series that are due and payable on an Interest Payment Date falling on or prior to the relevant redemption date will be payable to the Holders of such Securities, registered as such at the close of business on the relevant record date according to the terms and provisions of the Indenture.

In the event of a redemption of this Global Security in part only, a new Global Security of this series for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.

If less than all of the Securities of this series are to be redeemed, the Trustee will select the Securities of this series to be redeemed pro rata, by lot or by such other method as the Trustee deems fair and appropriate in accordance with DTC’s applicable procedures.

Unless the Company defaults in payment of the redemption price, the portion of Securities of this series called for redemption will no longer accrue interest on and after the redemption date.

The Securities of this series are subject to further redemption provisions and procedures set forth in the Indenture.

The Indenture contains provisions for defeasance of (a) the entire indebtedness of the Securities of this series and (b) certain restrictive covenants upon compliance by the Company with certain conditions set forth therein.

If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in aggregate principal amount of the Securities at the time Outstanding of all series to be affected (voting together as a class).  The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences.  Any such consent or waiver by the Holder of the Securities of this series shall be conclusive and binding upon such Holder and upon all future Holders of the Securities of this series and of any Securities of this series issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon the Securities of this series.

A-1- 7

No reference herein to the Indenture and no provision of the Securities of this series or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest and Additional Interest, if any, on the Securities of this series at the times, place and rate, and in the coin or currency, herein prescribed.

As provided in the Indenture and subject to certain limitations therein set forth, the transfer of the Securities of this series is registrable in the Security Register, upon surrender of the Securities of this series for registration of transfer at the office or agency of the Company in any place where the principal of (and premium, if any) and interest and Additional Interest, if any, on the Securities of this series are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.

The Securities of this series are issuable only in registered form without coupons in denominations of $2,000 and integral multiples of $1,000 in excess thereof.  As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same.

No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

Prior to due presentment of the Securities of this series for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name the Securities of this series are registered as the owner hereof for all purposes, whether or not the Securities of this series be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.

The Securities of this series are not subject to any sinking fund.

Each Holder, by accepting a Security, agrees to be bound by all the terms and provisions of the Indenture, as the same may be amended from time to time in accordance with its terms.

The Securities of this series shall be governed by and construed in accordance with the laws of the State of New York.

All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

A-1- 8

[TO BE ATTACHED TO GLOBAL SECURITIES]

A-1- 9

EXHIBIT A-2

[FORM OF FACE OF 3.350% SENIOR NOTES DUE 2027]

[ Applicable legends to be included ]

A-2- 1

ITC HOLDINGS CORP.
3.350% SENIOR NOTES DUE 2027

ITC HOLDINGS CORP., a corporation duly organized and existing under the laws of The State of Michigan (herein called the “ Company ,” which term includes any successor under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co. or registered assigns, the principal sum of $        (2) on November 15, 2027, and to pay interest thereon from November 14, 2017, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, and to pay the Additional Interest, if any, as defined in and payable pursuant to the Registration Rights Agreement.  Interest and Additional Interest, if any, will be payable semi-annually in arrears on May 15 and November 15 in each year, commencing May 15, 2018.  Interest will be payable at the rate per annum provided in the title hereof, until the principal hereof is paid or made available for payment, and, subject to the terms of the Indenture, at the rate per annum provided in the title hereof on any overdue principal and premium and (to the extent that the payment of such interest shall be legally enforceable) on any overdue installment of interest and Additional Interest, if any, from the dates such amounts are due until they are paid or made available for payment, and such interest and Additional Interest, if any, shall be payable on demand.  The interest and Additional Interest, if any, so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be May 1 or November 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date.  Any such interest and Additional Interest, if any, not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture.  Interest will be computed on the basis of a 360-day year of twelve 30-day months.

Payment of the principal of (and premium, if any) and interest and Additional Interest, if any, on the Securities of this series will be made at the office or agency of the Company maintained for that purpose in the City of New York, State of New York or at the office or agency of the Trustee, in such coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts.  Holders must surrender Securities to a Paying Agent to collect principal payments.

(2)  For Global Securities, insert: “(as revised by the Schedule of Increases and Decreases attached hereto).”

A-2- 2

Reference is hereby made to the further provisions of the Securities of this series set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

Unless the certificate of authentication hereon has been manually executed by or on behalf of the Trustee under the Indenture, this Security shall not be entitled to any benefits under the Indenture, or be valid or obligatory for any purpose.

A-2- 3

IN WITNESS WHEREOF, ITC HOLDINGS CORP. has caused this Security to be duly executed on the date first written above.

A-2- 4

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

Date:            ,   

A-2- 5

[FORM OF REVERSE OF NOTE]

This Security is one of the duly authorized issue of debentures, notes, bonds or other evidences of indebtedness of the Company (hereinafter called the “ Securities ”), of the series hereinafter specified, all issued or to be issued under and pursuant to the Original Indenture dated as of April 18, 2013, as supplemented by the Fourth Supplemental Indenture, dated as of November 14, 2017 (as so supplemented, the “ Indenture ”), duly executed and delivered by the Company and Wells Fargo Bank, National Association, as Trustee (herein called the “ Trustee ,” which term includes any successor trustee under the Indenture), to which Indenture and any other indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee and any agent of the Trustee, any Paying Agent, the Company and the Holders of the Securities of this series and of the terms upon which the Securities of this series are issued and are to be authenticated and delivered.  This Security is one of the series designated on the face hereof, which series is initially limited in aggregate principal amount to $500,000,000, provided that the Company may from time to time or at any time, without the consent of the Holders of Securities of this series, issue additional Securities of this series having the same terms and conditions and the same CUSIP number as the Securities of this series in all respects, except for issue date, issue price and, if applicable, the first payment of interest thereon, which Securities shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the previous outstanding Securities of this series.  By the terms of the Indenture, additional Securities of other separate series, which may vary as to date, amount, Stated Maturity, interest rate or method of calculating the interest rate and in other respects as therein provided, may be issued in an unlimited amount.

The Securities of this series are subject to redemption upon not less than 15 nor more than 60 days’ notice given as provided in the Indenture, as a whole at any time or in part from time to time, at the option of the Company, at any time prior to August 15, 2027, by paying the Make-Whole Price.  The “ Make-Whole Price ” is an amount equal to the greater of (i) 100% of the principal amount of the Securities of this series being redeemed and (ii) as determined by an Independent Investment Banker, the sum of the present values of the remaining scheduled payments of principal and interest thereon assuming the Securities of this series matured on the Par Call Date (not including any portion of such payments of interest accrued as of the redemption date) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at a rate equal to the sum of (x) 20 basis points plus (y) the Adjusted Treasury Rate on the third business day prior to the redemption date, plus, in each case, accrued and unpaid interest, including Additional Interest, if any, thereon to, but excluding, the redemption date. The Trustee shall have no responsibility or obligation to calculate the Make-Whole Price.

[ To be deleted from any Note that is not a Restricted Global Note: Additional Interest may be paid in respect of this Note under the circumstances described in the Registration Rights Agreement. The Holder of this Note is entitled to the benefits of such Registration Rights Agreement.  The Company will furnish to any Holder of this Note upon request and without charge a copy of the Registration Rights Agreement.]

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Commencing on the Par Call Date, the Securities of this series may be redeemed in whole at any time or in part from time to time, at the Company’s option, in each case, at a redemption price equal to 100% of the principal amount of the Securities of this series to be redeemed, plus accrued and unpaid interest, including Additional Interest, if any, thereon to, but excluding, the redemption date.  In each of the foregoing cases, installments of interest and Additional Interest, if any, on the Securities of this series that are due and payable on an Interest Payment Date falling on or prior to the relevant redemption date will be payable to the Holders of such Securities, registered as such at the close of business on the relevant record date according to the terms and provisions of the Indenture.

In the event of a redemption of this Global Security in part only, a new Global Security of this series for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.

If less than all of the Securities of this series are to be redeemed, the Trustee will select the Securities of this series to be redeemed pro rata, by lot or by such other method as the Trustee deems fair and appropriate in accordance with DTC’s applicable procedures.

Unless the Company defaults in payment of the redemption price, the portion of Securities of this series called for redemption will no longer accrue interest on and after the redemption date.

The Securities of this series are subject to further redemption provisions and procedures set forth in the Indenture.

The Indenture contains provisions for defeasance of (a) the entire indebtedness of the Securities of this series and (b) certain restrictive covenants upon compliance by the Company with certain conditions set forth therein.

If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in aggregate principal amount of the Securities at the time Outstanding of all series to be affected (voting together as a class).  The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences.  Any such consent or waiver by the Holder of the Securities of this series shall be conclusive and binding upon such Holder and upon all future Holders of the Securities of this series and of any Securities of this series issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon the Securities of this series.

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No reference herein to the Indenture and no provision of the Securities of this series or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest and Additional Interest, if any, on the Securities of this series at the times, place and rate, and in the coin or currency, herein prescribed.

As provided in the Indenture and subject to certain limitations therein set forth, the transfer of the Securities of this series is registrable in the Security Register, upon surrender of the Securities of this series for registration of transfer at the office or agency of the Company in any place where the principal of (and premium, if any) and interest and Additional Interest, if any, on the Securities of this series are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.

The Securities of this series are issuable only in registered form without coupons in denominations of $2,000 and integral multiples of $1,000 in excess thereof.  As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same.

No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

Prior to due presentment of the Securities of this series for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name the Securities of this series are registered as the owner hereof for all purposes, whether or not the Securities of this series be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.

The Securities of this series are not subject to any sinking fund.

Each Holder, by accepting a Security, agrees to be bound by all the terms and provisions of the Indenture, as the same may be amended from time to time in accordance with its terms.

The Securities of this series shall be governed by and construed in accordance with the laws of the State of New York.

All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

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[TO BE ATTACHED TO GLOBAL SECURITIES]

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EXHIBIT B

FORM OF CERTIFICATE OF TRANSFER

ITC HOLDINGS CORP.

Wells Fargo Bank, N.A. — DAPS REORG

Corporate Trust Operations

MAC N9300-070

600 South Fourth Street — 7 th Floor

Minneapolis, MN 55415
Phone: (800) 344-5128
Fax: (866) 969-1290
Email: dapsreorg@wellsfargo.com

2.700% Senior Notes due 2022 (“ 2022 Notes ”)
3.350% Senior Notes due 2027 (“ 2027 Notes ”)

Reference is hereby made to the Indenture dated as of April 18, 2013 (the “ Original Indenture ”), as supplemented by the Fourth Supplemental Indenture dated as of November 14, 2017 (the “ Fourth Supplemental Indenture ” and, together with the Original Indenture, the “ Indenture ”), among ITC Holdings Corp. and Wells Fargo Bank, National Association, as trustee, relating to the 2022 Notes and 2027 Notes issued by the Company. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture or the Fourth Supplemental Indenture.

[        ] (the “ Transferor ”) owns and proposes to transfer the [2022 Note[s]][2027 Note[s]] or interest in such [2022 Note[s]][2027 Note[s]] specified in Annex A hereto, in the principal amount of $[        ] in such [2022 Note[s]] [2027 Note[s]] or interests (the “ Transfer ”), to [        ] (the “ Transferee ”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:

[CHECK ALL THAT APPLY]

o 1. Check if Transferee will take delivery of a beneficial interest in the 144A Global Note or a Certificated Security . The Transfer is being effected pursuant to and in accordance with Rule 144A under the United States Securities Act of 1933, as amended (the “ Securities Act ”), and, accordingly, the Transferor hereby further certifies that the beneficial interest or Certificated Security is being transferred to a Person that the Transferor reasonably believed and believes is purchasing the beneficial interest or Certificated Security for its own account, or for one or more accounts with respect to which such Person each such account is a “ qualified institutional buyer ” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and such Transfer is in compliance with any applicable securities laws of any state of the United States. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Certificated Security will be subject to the restrictions on transfer enumerated in the Private Placement Legend.

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o 2. Check if Transferee will take delivery of a beneficial interest in a Regulation S Global Note or a Certificated Security pursuant to Regulation S . The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and, accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made to a person in the United States and (x) at the time the buy order was originated, the Transferee was outside the United States or such Transferor and any Person acting on its behalf reasonably believed and believes that the Transferee was outside the United States or (y) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither such Transferor nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the United States, (ii) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act, (iii) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act and (iv) the transfer is not being made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser, as such term is defined in the Registration Rights Agreement). Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Certificated Security will be subject to the restrictions on transfer enumerated in the Private Placement Legend and, if applicable, the Regulation S Temporary Global Note Legend.

o 3. Check if Transferee will take delivery of a beneficial interest in an Unrestricted Global Note or of an Unrestricted Certificated Security pursuant to Rule 144 . (i) The Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture, the Private Placement Legend and the Regulation S Temporary Global Note Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Certificated Security will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend or the Regulation S Temporary Global Note Legend.

o 4. Check if Transferee is the Company or a Subsidiary of the Company . The Transferee is the Company or a Subsidiary of the Company.

o 5. Check if Transfer is Pursuant to an Effective Registration Statement . The transfer is being effected pursuant to an effective registration statement under the Securities Act (file no. [        ]). Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Certificated Security will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend or the Regulation S Temporary Global Note Legend.

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This certificate and the statements contained herein are made for your benefit and the benefit of the Company.

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ANNEX A TO CERTIFICATE OF TRANSFER

1. The Transferor owns and proposes to transfer the following:

[CHECK ONE]

2. After the Transfer the Transferee will hold:

[CHECK ONE]

in accordance with the terms of the Indenture.

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Exhibit 4.5

EXECUTION VERSION

REGISTRATION RIGHTS AGREEMENT

Dated as of November 14, 2017

by and among

ITC HOLDINGS CORP.,

on the one hand, and

BARCLAYS CAPITAL INC.,

J.P. MORGAN SECURITIES LLC,

MORGAN STANLEY & CO. LLC,

and

WELLS FARGO SECURITIES, LLC,

as Representatives of the Initial Purchasers,

on the other hand

REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT (the “ Agreement ”) is made and entered into on November 14, 2017, by and among ITC Holdings Corp., a corporation duly organized and existing under the laws of the State of Michigan (the “ Issuer ”), on the one hand, and Barclays Capital Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC, on their own behalf and as representatives (the “ Representatives ”) of each of the other Initial Purchasers named in Schedule A hereto (collectively, the “ Initial Purchasers ”), on the other hand.

This Agreement is made pursuant to that certain Purchase Agreement, dated November 9, 2017, by and among the Issuer and the Representatives (the “ Purchase Agreement ”), which provides for the sale by the Issuer to the Initial Purchasers of an aggregate of $500,000,000 principal amount of the Issuer’s 2.700% Notes due 2022 (the “ 2022 Notes ”) and an aggregate of $500,000,000 principal amount of the Issuer’s 3.350% Notes due 2027 (the “ 2027 Notes ” and, together with the 2022 Notes, the “ Notes ” and each, a “ Series ” of Notes).  In order to induce the Initial Purchasers to enter into the Purchase Agreement, the Issuer has agreed to provide to the Holders (as defined below) of the Notes the registration rights set forth in this Agreement.  The execution of this Agreement is a condition to the Initial Purchasers’ obligation to purchase the Notes under the Purchase Agreement.

NOW, THEREFORE , in consideration of the foregoing premises and the mutual promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties hereto covenant and agree as follows:

1.                                       Definitions .

As used in this Agreement, the following capitalized defined terms shall have the following meanings:

“ Additional Interest ” shall have the meaning set forth in Section 2.5(a)  hereof.

“ Automatic Shelf Registration Statement ” shall mean an “automatic shelf registration statement” as that term is defined in Rule 405, as amended, under the 1933 Act.

“ Business Day ” shall mean any day that is not a Saturday, Sunday or other day on which banking institutions in New York City are generally authorized or required by law, regulation or executive order to remain closed.

“ Depositary ” shall mean The Depository Trust Company, or any other depositary appointed by the Issuer; provided , however , that such depositary must have an address in the Borough of Manhattan, in the City of New York.

“ Effectivenes s Date ” shall mean the 365th calendar day after the date hereof.

“ Effectiveness Period ” shall have the meaning set forth in Section 2.2(b) .

“ Exchange Date ” shall have the meaning set forth in Section 2.1(b)(ii) .

“ Exchange Notes ” means the notes to be issued by the Issuer under the Indenture containing terms identical to the applicable Series of Notes in all material respects (except for references to certain interest rate provisions, restrictions on transfers and restrictive legends), to be offered to Holders of such Series of Notes in exchange for the applicable Series of Transfer Restricted Notes pursuant to the Exchange Offer.

“ Exchange Offer ” shall mean, collectively, the exchange offers by the Issuer of Exchange Notes for each Series of Transfer Restricted Notes pursuant to Section 2.1 hereof.

“ Exchange Offer Registration ” shall mean a registration under the 1933 Act effected pursuant to Section 2.1 hereof.

“ Exchange O ffer Registration Statement ” shall mean an exchange offer registration statement on Form S-4 (or, if applicable, on another appropriate form), and all amendments and supplements to such registration statement, including the Prospectus contained therein, all exhibits thereto and all documents incorporated by reference therein.

“ Event Date ” shall have the meaning set forth in Section 2.5(b) .

“ FINRA ” means the Financial Industry Regulatory Authority.

“ Free Writing Prospectus ” means each free writing prospectus (as defined in Rule 405 under the 1933 Act) prepared by or on behalf of the Issuer or used or referred to by the Issuer in connection with the sale of the Notes or the Exchange Notes.

“ Holder ” shall mean an Initial Purchaser, for so long as it owns any Transfer Restricted Notes, and each of its successors, assigns and direct and indirect transferees who become registered owners of Transfer Restricted Notes under the Indenture and each Participating Broker-Dealer that holds Exchange Notes for so long as such Participating Broker-Dealer is required to deliver a prospectus meeting the requirements o f the 1933 Act in connection with any resale of such Exchange Notes.

“ Indenture ” shall mean the indenture dated as of April 18, 2013, between the Issuer and Wells Fargo Bank, National Association, as Trustee, as supplemented by the Fourth Supplemental Indenture, dated as of November 14, 2017, by and between the Issuer and the Trustee pursuant to which the Notes are being issued, as the same may be amended, supplemented, waived or otherwise modified from time to time in accordance with the terms thereof.

“ Initial Purchaser ” or “ Initial Purchasers ” shall have the meaning set forth in the preamble.

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“ Issuer ” shall have the meaning set forth in the preamble.

“ Majority Holders ” shall mean the Holders of a majority of the aggregate principal amount of the outstanding Transfer Restricted Notes of both Series, treated for the purposes hereof as one class; provided that whenever the consent or approval of Holders of a specified percentage of Transfer Restricted Notes is required hereunder, Transfer Restricted Notes held by the Issuer or any Affiliate (as defined in the Indenture) of the Issuer shall be disregarded in determining whether such consent or approval was given by the Holders of such required percentage or amount; provided , further , that if the Issuer shall issue any additional Notes under the Indenture prior to consummation of the Exchange Offer or, if applicable, the effectiveness of any Shelf Registration Statement, such additional Notes and the Transfer Restricted Notes to which this Agreement relates shall be treated together as one class for purposes of determining whether the consent or approval of Holders of a specified percentage of Transfer Restricted Notes has been obtained.

“ Notes ” shall ha ve the meaning set forth in the preamble hereof.

“ Participating Broker-Dealer ” shall mean any of the Initial Purchasers and any other broker-dealer which makes a market in the Notes and exchanges Transfer Restricted Notes in the Exchange Offer for Exchange Notes.

“ Person ” shall mean an individual, partnership (general or limited), corporation, limited liability company, trust or unincorporated organization, or a government or agency or political subdivision thereof.

“ Prospectus ” shall mean the prospectus included in, or, pursuant to the rules and regulations of the 1933 Act, deemed a part of, a Registration Statement, including any preliminary prospectus, and any such prospectus as amended or supplemented by any prospectus supple ment, including any such prospectus supplement with respect to the terms of the offering of any portion of the Transfer Restricted Notes covered by a Shelf Registration Statement, and by all other amendments and supplements to a prospectus, including post effective amendments, and in each case including all material incorporated by reference therein.

“ Purchase Agreeme nt” shall have the meaning set forth in the preamble.

“ Registration Default ” shall have the meaning set forth in Section 2.5(a) .

“ Registration Expenses ” shall mean any and all expenses incident to performance of or compliance by the Issuer with this Agreement, including without limitation: (i) all SEC, stock exchange or FINRA registration and filing fees, (ii) all fees and expenses incurred in connection with compliance with state securities or blue sky laws (including reasonable and documented fees and disbursements of counsel for any Underwriters or Holders in connection with blue sky qualification of any of the Exchange Notes or Transfer Restricted Notes), (iii) all expenses of any Persons in preparing or assisting in preparing, word processing, printing and distributing any Registration Statement, any Prospectus, any amendments or supplements thereto, any underwriting agreements, securities sales agreements and any other documents relating to the performance of and compliance with this Agreement, (iv) all fees and expenses incurred in connection with the listing, if any, of any of the Transfer Restricted Notes on any securities

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exchange or exchanges, (v) all rating agency fees, (vi) the fees and disbursements of counsel for the Issuer and of the independent public accountants of the Issuer, including the expenses of any special audits or “cold comfort” letters required by or incident to such performance and compliance, (vii) in the case of a Shelf Registration Statement, the reasonable and documented fees and disbursements of one counsel for the Holders as a group (which counsel shall be selected by the Majority Holders and which counsel may also be counsel for the Initial Purchasers, and if not counsel for the Initial Purchasers, such counsel shall be subject to the Issuer’s reasonable approval, which approval may not be unreasonably withheld); (viii) the fees and reasonable and documented expenses of the Trustee (including the reasonable and documented fees and disbursements of its counsel), and any escrow agent or custodian, (ix) all fees and disbursements relating to the qualification of the Indenture under applicable securities laws, and (x) any fees and disbursements of  the underwriters customarily required to be paid by issuers or sellers of securities (including one counsel to the underwriters, other than fees and expenses set forth in clause (ii) above), but excluding underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of Transfer Restricted Notes by a Holder.  Notwithstanding the foregoing, except as specifically provided above, the Issuer shall not be responsible for the fees and expenses of the Initial Purchasers in connection with the Exchange Offer, except for the reasonable and documented fees and expenses of counsel to the Initial Purchasers in connection therewith to the extent such counsel is also counsel to the Holders as described in clause (vii) of this definition.

“ Registration Statement ” shall mean any registration statement of the Issuer which covers any of the Exchange Notes or Transfer Restricted Notes pursuant to the provisions of this Agreement, and all amendments and supplements to any such Registration Statement, including post-effective amendments, in each case including the Prospectus contained therein or deemed a part thereof, all exhibits thereto and all material incorporated by reference therein.

“ Rule 144 ” shall mean Rule 144 promulgated under the 1933 Act, as such Rule may be amended from time to time, and any successor rule thereto.

“ SEC ” shall mean the Securities and Exchange Commission or any successor agency or government body performing the functions currently performed by t he United States Securities and Exchange Commission.

“ Shelf Registratio n” shall mean a registration effected pursuant to Section 2.2 .

“ Shelf Registration Statement ” shall mean a “shelf” registration statement of the Issuer pursuant to the provisions of Section 2.2 , including an Automatic Shelf Registration Statement, if applicable, which covers all or a portion of the Transfer Restricted Notes on an appropriate form under Rule 415 under the 1933 Act, or any similar rule that may be adopted by the SEC, and all amendments and supplements to such registration statement, including post-effective amendments, in each case including the Prospectus contained therein or deemed a part thereof, all exhibits thereto and all material incorporated by reference therein.

“ Shelf Request ” shall have the meaning set forth in Section 2.2(a)(iii) .

“ TIA ” shall mea n the Trust Indenture Act of 1939, as amended.

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“ Transfer Restricted Notes ” shall mean each Series of Notes; provided , however , that any Series of Notes shall cease to be Transfer Restricted Notes on the earliest to occur of (i) the date on which a Registration Statement with respect to such Series of Notes has become effective under the 1933 Act and all Notes of that Series have been exchanged or disposed of pursuant to such Registration Statement, (ii) the date on which such Series of Notes ceases to be outstanding under the Indenture and (iii) the date on which such Series of Notes is distributed to the public by a Broker-Dealer pursuant to the “Plan of Distribution” contemplated by the Exchange Offer Registration Statement (including delivery of the Prospectus contained therein).

“ Trustee ” shall mea n the trustee with respect to the Notes under the Indenture.

“ Underwriter ” shall have the meaning set forth in Section 4(a) .

2.                                       Registration Under the 1933 Act .

1.                                       Exchange Offer .

(a)                                  To the extent not prohibited by any applicable law or applicable interpretations of the staff of the SEC, with respect to any Notes, if any, the Issuer shall use its commercially reasonable efforts to (X) cause to be filed and to become effective, on or prior to the Effectiveness Date, an Exchange Offer Registration Statement covering an offer to the Holders to exchange all the Transfer Restricted Notes of each Series of Notes for a like aggregate principal amount of Exchange Notes of such Series, (Y) have such Registration Statement remain effective until the consummation of the applicable Exchange Offer in accordance with its terms, and (Z) with respect to each Series of Notes, commence such Exchange Offer and issue, on or prior to the 30th Business Day after the date on which such Exchange Offer Registration Statement is declared effective by the SEC, Exchange Notes of the applicable Series of Notes in exchange for all Transfer Restricted Notes of such Series of Notes validly tendered prior thereto in, and in accordance with the terms of, such Exchange Offer.

(b)                                  The Issuer shall, for the benefit of the Holders, at the Issuer’s cost, commence each Exchange Offer, if any, by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder of the applicable Series of Notes stating, in addition to such other disclosures as are required by applicable law, substantially the following:

i.                                           that the Exchange Offer is being made pursuant to this Agreement and that all Transfer Restricted Notes of the applicable Series of Notes validly tendered and not properly withdrawn will be accepted for exchange;

ii.                                        the dates of acceptance for exchange (which shall be a period of at least 20 Business Days from the date such notice is mailed) (the “ Exchange Dates ”);

iii.                                     that any Transfer Restricted Notes of the applicable Series of Notes not tendered will remain outstanding and continue to accrue interest but will not retain any rights under this Agreement, except as otherwise specified herein;

iv.                                    that any Holder electing to have a Transfer Restricted Note of the applicable Series of Notes exchanged pursuant to the Exchange Offer will be required to

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(A) surrender such Transfer Restricted Note, together with the appropriate letters of transmittal, to the institution and at the address (located in the Borough of Manhattan, The City of New York) and in the manner specified in the notice, or (B) effect such exchange otherwise in compliance with the applicable procedures of the Depositary, in each case prior to the close of business on the last Exchange Date; and

v.                                       that any Holder will be entitled to withdraw its election, not later than the close of business on the last Exchange Date, by (A) sending to the institution and at the address (located in the Borough of Manhattan, The City of New York) specified in the notice, a telegram, telex, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Transfer Restricted Notes delivered for exchange and a statement that such Holder is withdrawing its election to have such Transfer Restricted Notes exchanged or (B) effecting such withdrawal in compliance with the applicable procedures of the Depositary.

(c)                                   As a condition to participating in the Exchange Offer  a Holder will be required to represent and warrant to the Issuer that (i) it is not an affiliate of the Issuer within the meaning of Rule 405 under the 1933 Act, or if it is an affiliate, it will comply with the registration and prospectus delivery requirements of the 1933 Act to the extent applicable, (ii) any Exchange Notes to be received by such Holder will be acquired in the ordinary course of its business, (iii) if such Holder is not a broker-dealer, that it is not engaged in, and does not intend to engage in, the distribution of the Exchange Notes, (iv) if such Holder is a broker-dealer that will receive Exchange Notes for its own account in exchange for Transfer Restricted Notes acquired as a result of market-making or other trading activities, then such broker-dealer will deliver a Prospectus (or, to the extent permitted by law, make available a Prospectus to purchasers) in connection with any resale of such Exchange Notes, and (v) it has no arrangements or understandings with any Person to participate in the distribution (within the meaning of the Securities Act) of the Transfer Restricted Notes or the Exchange Notes in violation of the provisions of the Securities Act.

(d)                                  With respect to each Series, the Exchange Notes of such Series, if any, shall be issued under (i) the Indenture or (ii) an indenture identical in all material respects to the Indenture and which, in either case, has been qualified under the TIA, or is exempt from such qualification, and which shall provide that the Exchange Notes of such Series shall not be subject to the transfer restrictions set forth in the Indenture.  The Exchange Notes of a Series and the Notes of the same Series shall vote and consent together on all matters as one class and none of the Exchange Notes or the Notes of such Series will have the right to vote or consent as a separate class on any matter.

(e)                                   As soon as practicable after the last Exchange Date, the Issuer shall:

i.                                           accept for exchange all Transfer Restricted Notes of the applicable Series validly tendered and not validly withdrawn pursuant to the Exchange Offer in accordance with the terms of the Exchange Offer Registration Statement and the letter of transmittal which shall be an exhibit thereto;

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ii.                                        deliver, or cause to be delivered, to the Trustee for cancellation all Transfer Restricted Notes of the applicable Series or portions thereof so accepted for exchange; and

iii.                                     with respect to each Series, issue and cause the Trustee promptly to authenticate and deliver Exchange Notes of the corresponding Series to each Holder of Transfer Restricted Notes of such Series so accepted for exchange Exchange Notes of the same Series in a principal amount equal to the principal amount of the Transfer Restricted Notes of such Series of such Holder so accepted for exchange.

(f)                                    With respect to each Series, interest on each Exchange Note, including Additional Interest, will accrue (i) from the later of (x) the last date on which interest was paid on the Transfer Restricted Notes of such Series surrendered in exchange therefor or (y) if the Transfer Restricted Notes of such Series are surrendered for exchange on a date in a period which includes the record date for an interest payment date on such Series to occur on or after the date of such exchange and as to which interest will be paid, the date of such interest payment date or (ii) if no interest has been paid on the Transfer Restricted Notes of such Series, from the date of issuance.

(g)                                   The Issuer shall use its commercially reasonable efforts to complete each Exchange Offer as provided above and shall comply with the applicable requirements of the 1933 Act, the 1934 Act and other applicable laws and regulations in connection with each Exchange Offer.  Each Exchange Offer shall not be subject to any conditions, other than (i) the Exchange Offer does not violate any applicable law or applicable interpretations of the staff of the SEC, (ii) no action or proceeding shall have been instituted or threatened in any court or by any governmental agency with respect to the Exchange Offer and (iii) all governmental approvals shall have been obtained that the Issuer deems necessary for the consummation of the Exchange Offer.

2.                                 Shelf Registration.

(a)                                  If,

i.                                           the Issuer would otherwise be required to consummate an Exchange Offer Registration pursuant to Section 2.1 but determines that such Exchange Offer Registration is not available or that such Exchange Offer may not be completed on or prior to the 30th Business Day following the Effectiveness Date because it would violate any applicable law, SEC rules and regulations or any interpretation of the staff of the SEC,

ii.                                        an Exchange Offer is not for any other reason completed by the last Exchange Date or

iii.                                     upon receipt of a written request (a “ Shelf Request ”) from any Initial Purchaser representing that it holds Transfer Restricted Securities that are or were ineligible to be exchanged in an Exchange Offer,

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the Issuer shall promptly deliver to the Holders of each series of Notes and the Trustee written notice thereof and shall use its commercially reasonable efforts to cause to be filed as soon as practicable after such determination, date or Shelf Request, as the case may be, a Shelf Registration Statement providing for the sale of all the Transfer Restricted Notes of the applicable Series by the Holders thereof (offering such Holders the opportunity to include their Transfer Restricted Securities thereon, and advising such Holders that the distribution of such Transfer Restricted Securities will be made in accordance with the method selected by the Majority Holders participating in the Shelf Registration) and to have such Shelf Registration Statement become effective by the 90th day following such determination date or Shelf Request.

(b)                                  In the event that the Issuer is required to file a Shelf Registration Statement, the Issuer agrees to use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended (including through post-effective amendments on Form S-3 if the Issuer is eligible to use such Form) until the date which is the earliest of (i) 180 days after the Shelf Registration Statement is declared effective, (ii) the date when no Notes covered by such Shelf Registration Statement constitute Transfer Restricted Notes and (iii) the date when Holders, other than Holders that are “affiliates” (as defined in Rule 144) of the Issuer, have actually sold such Notes pursuant to Rule 144 or any successor or similar rule thereto (the “ Effectiveness Period ”).  The Issuer agrees to furnish to the Holders of Transfer Restricted Notes listed in the Shelf Registration Statement and the related Prospectus copies of any such supplement or amendment promptly after its being used or filed with the SEC.

(c)                                   Notwithstanding any other provisions hereof, the Issuer shall use its commercially reasonable efforts to ensure that (i) any Shelf Registration Statement and any amendment thereto and any Prospectus forming a part thereof and any supplement thereto complies in all material respects with the 1933 Act and the rules and regulations thereunder, (ii) any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Shelf Registration Statement, and any supplement to such Prospectus (as amended or supplemented from time to time), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading.

(d)                                  The Issuer shall not permit any securities other than Transfer Restricted Notes to be included in the Shelf Registration Statement; provided , however , that if the offer and sale of the Transfer Restricted Notes is registered pursuant to an Automatic Shelf Registration Statement, the foregoing prohibition shall apply only to the supplement or amendment covering such registration.  The Issuer agrees, if necessary, to supplement or amend the Shelf Registration Statement, as required by Section 3(b)  below, and to furnish to the Holders of Transfer Restricted Notes copies of any such supplement or amendment promptly after its being used or filed with the SEC.

3.                                       Expenses .  The Issuer shall pay all Registration Expenses in connection with any registration pursuant to Sections 2.1 and  2.2 .  Each Holder shall pay all underwriting discounts and commissions, brokerage commissions and transfer taxes, if any, relating to the sale or

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disposition of such Holder’s Transfer Restricted Notes pursuant to a Shelf Registration Statement.

4.                                       Effectiveness .

(a)                                  The Issuer will be deemed not to have used its commercially reasonable efforts to cause an Exchange Offer Registration Statement or a Shelf Registration Statement, as the case may be, to become, or to remain, effective during the requisite period if the Issuer voluntarily takes any action that would, or omits to take any action which omission would, result in any such Registration Statement not being declared effective, or in the Holders of Transfer Restricted Notes covered thereby not being able to exchange or offer and sell such Transfer Restricted Notes during that period as and to the extent contemplated hereby, unless such action is required by applicable law, in each case other than under the circumstances described in Sections 3(e)(iii) , (iv) , (v)  or (vi)  below.

(b)                                  Neither an Exchange Offer Registration Statement pursuant to Section 2.1 hereof nor a Shelf Registration Statement pursuant to Section 2.2 hereof, if not otherwise effective upon filing with the SEC as provided by Rule 462, will be deemed to have become effective unless it has been declared effective by the SEC; provided , however , that if, after it becomes effective, the offering of Transfer Restricted Notes pursuant to an Exchange Offer Registration Statement or a Shelf Registration Statement is interfered with by any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court, such Registration Statement will not be deemed effective during the period of such interference, until the offering of Transfer Restricted Notes pursuant to such Registration Statement may legally resume.

5.                                       Additional Interest .

(a)                                  In the event that:

(i) (A) neither an Exchange Offer Registration Statement nor a Shelf Registration Statement covering each Series of Notes is declared effective by the SEC on or prior to the Effectiveness Date or (B) notwithstanding that the Issuer has consummated or will consummate an Exchange Offer for each Series of Notes, the Issuer is required to file a Shelf Registration Statement for either Series of Notes and such Shelf Registration Statement is not declared effective by the SEC on or prior to the 90th day following the date such Shelf Registration Statement was filed; or

(ii) (A) the Issuer has not exchanged all Transfer Restricted Notes validly tendered in accordance with the terms of an Exchange Offer for Exchange Notes on or prior to the 30th Business Day after the date on which the Exchange Offer Registration Statement was declared effective or (B) if applicable, the applicable Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time prior to the end of the Effectiveness Period ( provided that the Issuer will be permitted to suspend the use of the prospectus that is part of such Shelf Registration Statement if the Issuer’s management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 45 days in any three-month

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period and not to exceed an aggregate of 90 days in any twelve-month period, and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (any event referred to in the foregoing clauses (i)  or (ii) , a “ Registration Default ”)),

then additional interest (“ Additional Interest ”) will accrue on the principal amount of the Transfer Restricted Notes of the applicable Series at a rate of 0.25% per annum for the first 90 days commencing on the day following the Registration Default, which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period thereafter that such Additional Interest continues to accrue; provided that the rate at which such Additional Interest accrues may in no event exceed 1.00% per annum), to but excluding the day on which the Registration Default with respect to such Series has been cured.

Additional Interest will be paid semi-annually in arrears with the interest payment due on the first interest payment date following the date on which such Additional Interest begins to accrue; provided , however , that (a) the Additional Interest applicable to any Series of Transfer Restricted Notes may not accrue under more than one of the foregoing clauses (i)  and (ii)  with respect to such Series at any one time, and in no event will Additional Interest accrue after the Effectiveness Period, (b) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration Statement, the Holder will not be entitled to receive any Additional Interest with respect to its Transfer Restricted Notes; and (c) the Issuer will have no other liabilities to the Holders under this Agreement with respect to any Registration Default.

(b)                                  With respect to each Series, the Issuer shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “ Event Date ”) on the Notes of such Series.  Any Additional Interest due shall be payable on each interest payment date of the applicable series affected thereby to the Holder of Notes of such Series with respect to which Additional Interest is due and owing.  Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Date.

3.                                       Registration Procedures .

In connection with the obligations of the Issuer with respect to Registration Statements for each Series of Notes pursuant to Sections 2.1 and  2.2 hereof, the Issuer shall:

(a)                                  prepare and file with the SEC a Registration Statement, within the relevant time periods specified in Sections 2.1 and  2.2 , on the appropriate form under the 1933 Act and the rules promulgated thereunder, which form (i) shall be selected by the Issuer, (ii) shall, in the case of a Shelf Registration, be available for the sale of the Transfer Restricted Notes by the selling Holders thereof, (iii) shall comply as to form in all material respects with the requirements of the applicable form and include or incorporate by reference all financial statements required by the SEC to be filed therewith or incorporated by reference therein and (iv) shall comply in all material respects with the requirements of Regulation S-T under the 1933 Act, and the Issuer shall use its commercially reasonable efforts to cause such Registration Statement to become

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effective and remain effective for the applicable period in accordance with Sections 2.1 and  2.2 hereof,

(b)                                  prepare and file with the SEC such amendments and post-effective amendments to each Registration Statement and file with the SEC any other required document as may be necessary under applicable law to keep such Registration Statement effective for the applicable period; and cause each Prospectus to be supplemented by any required prospectus supplement and, as so supplemented, to be filed pursuant to Rule 424 (or any similar provision then in force) under the 1933 Act and comply with the provisions of the 1933 Act, the 1934 Act and the rules and regulations thereunder applicable to them with respect to the exchange or disposition of all securities covered by each Registration Statement during the applicable period in accordance with the intended method or methods of distribution by the exchanging Holders or selling Holders, as applicable, thereof (including sales by any Participating Broker-Dealer); and keep each Prospectus current during the period described in Section 4(a)(3) of the 1933 Act and Rule 174 under the 1933 Act that is applicable to transactions by brokers or dealers with respect to the Transfer Restricted Notes or Exchange Notes;

(c)                                   in the case of a Shelf Registration, furnish to each Holder of Transfer Restricted Notes to be covered thereby and to each underwriter of an underwritten offering of Transfer Restricted Notes, if any, without charge, as many copies of each Prospectus, including each preliminary Prospectus, and any amendment or supplement thereto and such other documents as such Holder or underwriter may reasonably request in order to facilitate the sale or other disposition of the Transfer Restricted Notes; and consent to the use of the Prospectus or any amendment or supplement thereto in accordance with applicable law by each of the Holders of Transfer Restricted Notes and any such Underwriter in connection with the offering and sale of the Transfer Restricted Notes covered by the Prospectus or any amendment or supplement thereto in accordance with applicable law;

(d)                                  use its commercially reasonable efforts to register or qualify the Transfer Restricted Notes under all applicable state securities or “blue sky” laws of such jurisdictions as any Holder of Transfer Restricted Notes covered by a Registration Statement and each underwriter of an underwritten offering of Transfer Restricted Notes shall reasonably request in writing by the time the applicable Registration Statement is declared effective by the SEC, cooperate with such Holders in connection with any filings required to be made with FINRA, and do any and all other acts and things which may be reasonably necessary or advisable to enable each such Holder and underwriter to consummate the disposition in each such jurisdiction of such Transfer Restricted Notes owned by such Holder; provided , however , that the Issuer shall not be required to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify but for this Section 3(d) , or (ii) take any action which would subject it to any general consent to service of process or taxation in any such jurisdiction where it is not then so subject;

(e)                                   notify promptly each Holder of Transfer Restricted Notes under a Shelf Registration or any Participating Broker-Dealer who has notified the Issuer that it is utilizing the Exchange Offer Registration Statement as provided in clause (f)  below and, if requested by any such Holder or Participating Broker-Dealer, confirm such advice in writing as promptly as reasonably practicable (i) when a Registration Statement has become effective and when any

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post-effective amendments or any amendment or supplement to a Registration Statement and Prospectus have become effective, (ii) of any request by the SEC or any state securities authority for post-effective amendments and supplements to a Registration Statement and Prospectus or for additional information after the Registration Statement has become effective, (iii) of the issuance by the SEC or any state securities authority of any stop order suspending the effectiveness of a Registration Statement or the initiation of any proceedings for that purpose, including the receipt by the Issuer of any notice of objection of the SEC to the use of a Shelf Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the 1933 Act, (iv) in the case of a Shelf Registration, if, between the effective date of a Registration Statement and the closing of any sale of Transfer Restricted Notes covered thereby, the representations and warranties of the Issuer contained in any underwriting agreement, securities sales agreement or other similar agreement, if any, relating to the offering cease to be true and correct in all material respects, (v) of the happening of any event or the discovery of any facts during the period a Shelf Registration Statement is effective which makes any statement made in such Registration Statement or the related Prospectus untrue in any material respect or which requires the making of any changes in such Registration Statement or Prospectus in order to make the statements therein not misleading, (vi) of the receipt by the Issuer of any notification with respect to the suspension of the qualification of the Transfer Restricted Notes or the Exchange Notes, as the case may be, for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose and (vii) of any determination by the Issuer that a post-effective amendment to such Registration Statement would be appropriate;

(f)                                    in the case of an Exchange Offer Registration Statement, (i) include in the Exchange Offer Registration Statement a section entitled “Plan of Distribution” which section shall be in customary form, and which shall contain a summary statement of the positions taken or policies made by the staff of the SEC with respect to the potential “underwriter” status of any broker-dealer that holds Transfer Restricted Notes acquired for its own account as a result of market-making activities or other trading activities and that will be the beneficial owner (as defined in Rule 13d-3 under the 1934 Act) of Exchange Notes to be received by such broker-dealer in the Exchange Offer, whether such positions or policies have been publicly disseminated by the staff of the SEC or such positions or policies represent the prevailing views of the staff of the SEC, including a statement that any such broker-dealer who receives Exchange Notes for Transfer Restricted Notes pursuant to the Exchange Offer may be deemed a statutory underwriter and must deliver a prospectus meeting the requirements of the 1933 Act in connection with any resale of such Exchange Notes, (ii) furnish to each Participating Broker-Dealer who has delivered to the Issuer the notice referred to in Section 3(e) , without charge, as many copies of each Prospectus included in the applicable Exchange Offer Registration Statement, including any preliminary prospectus, and any amendment or supplement thereto, as such Participating Broker Dealer may reasonably request, (iii) does hereby consent to the use of the Prospectus forming part of the applicable Exchange Offer Registration Statement or any amendment or supplement thereto, by any Person subject to the prospectus delivery requirements of the SEC, including all Participating Broker-Dealers, in connection with the sale or transfer of the Exchange Notes covered by the Prospectus or any amendment or supplement thereto, and (iv) include in the transmittal letter or similar documentation to be executed by an exchange offeree in order to participate in the Exchange Offer (x) the following provision:

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“If the exchange offeree is a broker-dealer holding Transfer Restricted Notes acquired for its own account as a result of market-making activities or other trading activities, it will deliver a prospectus meeting the requirements of the 1933 Act in connection with any resale of Exchange Notes received in respect of such Transfer Restricted Notes pursuant to the Exchange Offer;”

and (y) a statement to the effect that by a broker-dealer’s making of the acknowledgment described in clause (x)  and by delivering a Prospectus in connection with the exchange of Transfer Restricted Notes, the broker-dealer will not be deemed to admit that it is an underwriter within the meaning of the 1933 Act;

(g)                                   make every reasonable effort to promptly obtain the withdrawal of any order suspending the effectiveness of a Registration Statement or, in the case of a Shelf Registration, the resolution of any objection of the SEC pursuant to Rule 401(g)(2) under the 1933 Act, including by filing an amendment to such Shelf Registration Statement on the proper form, at the earliest possible moment and provide immediate notice to each Holder of the withdrawal of any such order or such resolution;

(h)                                  in the case of a Shelf Registration, furnish to each Holder of Transfer Restricted Notes, and each underwriter, if any, without charge, at least one conformed copy of each Registration Statement and any post-effective amendment thereto, including financial statements and schedules (without any documents incorporated therein by reference or exhibits thereto, unless requested);

(i)                                      in the case of a Shelf Registration, cooperate with the selling Holders of Transfer Restricted Notes to facilitate the timely preparation and delivery of certificates representing Transfer Restricted Notes to be sold and not bearing any restrictive legends; and enable such Transfer Restricted Notes to be issued in such denominations (consistent with the provisions of the Indenture) and registered in such names as the selling Holders or the underwriters, if any, may reasonably request at least three Business Days prior to the closing of any sale of Transfer Restricted Notes;

(j)                                     in the case of a Shelf Registration, upon the occurrence of any event or the discovery of any facts, each as contemplated by Sections 3(e)(ii) , (iii) , (v) , (vi)  and (vii)  hereof, as promptly as practicable after the occurrence of such an event, use its reasonable best efforts to, as applicable, promptly cause the withdrawal of any such stop order or objection of the SEC or prepare and file with the SEC a supplement or post-effective amendment to the Registration Statement or the related Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of the Transfer Restricted Notes or Participating Broker-Dealers, such Prospectus will not contain at the time of such delivery any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or will remain so qualified.  At such time as such public disclosure is otherwise made or the Issuer determines that such disclosure is not necessary, in each case to correct any misstatement of a material fact or to include any omitted material fact, the Issuer agrees promptly to notify each Holder of such determination and to furnish each Holder such

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number of copies of the Prospectus as amended or supplemented, as such Holder may reasonably request;

(k)                                  in the case of a Shelf Registration Statement, a reasonable time prior to the filing of any Registration Statement, any Prospectus, any amendment to a Registration Statement or amendment or supplement to a Prospectus, provide copies of such document to the Initial Purchasers on behalf of such Holders; and make representatives of the Issuer as shall be reasonably requested by the Holders of Transfer Restricted Notes, or the Initial Purchasers on behalf of such Holders, available for discussion of such document; and the Issuer shall not, at any time after the initial filing of a Registration Statement, use or file any Prospectus, any amendment of or supplement to a Registration Statement, of which the Initial Purchasers shall not have previously been advised and furnished a copy or to which the Initial Purchasers shall reasonably object;

(l)                                      obtain CUSIP numbers for all Exchange Notes or Transfer Restricted Notes of each Series, as the case may be, not later than the initial effective date of a Registration Statement, and provide the Trustee with certificates for the Exchange Notes or the Transfer Restricted Notes of each Series, as the case may be, in a form eligible for deposit with the Depositary;

(m)                              (i) in the case of a Shelf Registration, to the extent required by the SEC, cause the Indenture to be qualified under the TIA in connection with the registration of the Transfer Restricted Notes, and, in the case of an Exchange Offer Registration, cause or maintain, as the case may be, the Indenture to be qualified under the TIA in connection with the registration of the Exchange Notes, (ii) cooperate with the Trustee and the Holders to effect such changes to the Indenture as may be required for the Indenture to be, or continue to be, so qualified in accordance with the terms of the TIA and (iii) execute, and use their commercially reasonable efforts to cause the Trustee to execute, all documents as may be required to effect such changes, and all other forms and documents required to be filed with the SEC to enable the Indenture to be so qualified in a timely manner;

(n)                                  in the case of a Shelf Registration, enter into agreements (including underwriting agreements) and take all other customary and appropriate actions in order to expedite or facilitate the disposition of such Transfer Restricted Notes and, if so requested by the Holders of such Transfer Restricted Notes and in such connection whether or not an underwriting agreement is entered into and whether or not the registration is an underwritten registration:

i.                                           make such representations and warranties to the Holders of such Transfer Restricted Notes and the underwriters, if any, as the Issuer is able to make, in form, substance and scope as are customarily made by issuers to underwriters in similar underwritten offerings as may be reasonably requested by them;

ii.                                        in connection with an underwritten registration, obtain opinions of counsel to the Issuer and updates thereof (which counsel and opinions (in form, scope and substance) shall be reasonably satisfactory to the managing underwriters, if any, and the holders of a majority in principal amount of the Transfer Restricted Notes being sold) addressed to each selling Holder and the underwriters, if any, covering the matters

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customarily covered in opinions requested in sales of securities or underwritten offerings and such other matters as may be reasonably requested by such Holders and underwriters;

iii.                                     in connection with an underwritten registration, obtain “comfort” letters from the Issuer’s independent certified public accountants (and, if necessary, any other independent certified public accountants of any subsidiary of the Issuer or of any business acquired by the Issuer for which financial statements and financial data are, or are required to be, included in the Registration Statement) addressed to the underwriters, if any, and use its commercially reasonable efforts to have such letter addressed to the selling Holders of Transfer Restricted Notes (to the extent permitted by applicable professional standards), such letters to be in customary form and covering matters of the type customarily covered in “comfort” letters in connection with similar underwritten offerings;

iv.                                    enter into a securities sales agreement with the Holders and an agent of the Holders providing for, among other things, the appointment of such agent for the selling Holders for the purpose of soliciting purchases of Transfer Restricted Notes, which agreement shall be in form, substance and scope customary for similar offerings;

v.                                       if an underwriting agreement is entered into, cause the same to set forth indemnification provisions and procedures substantially equivalent to the indemnification provisions and procedures set forth in Section 4 hereof with respect to the underwriters and all other parties to be indemnified pursuant to such Section or, at the request of any underwriters, in the form customarily provided to such underwriters in similar types of transactions; and

vi.                                    deliver such documents and certificates as may be reasonably requested and as are customarily delivered in similar offerings to the Holders of a majority in principal amount of the Transfer Restricted Notes being sold and the managing underwriters, if any.

The above shall be done at (i) the effectiveness of such Shelf Registration Statement (and each post-effective amendment thereto) and (ii) each closing under any underwriting or similar agreement as and to the extent required thereunder;

(o)                                  in the case of a Shelf Registration or if a Prospectus is required to be delivered by any Participating Broker-Dealer in the case of an Exchange Offer, make available for inspection by representatives of the Holders of the Transfer Restricted Notes, any underwriters participating in any disposition pursuant to a Shelf Registration Statement, any Participating Broker-Dealer and any counsel or accountant retained by any of the foregoing, all non-confidential financial and other records, pertinent corporate documents and properties of the Issuer reasonably requested by any such persons, and cause the respective officers, directors, employees, and any other agents of the Issuer to supply all information reasonably requested by any such representative, underwriter, special counsel or accountant in connection with a Registration Statement, and make such representatives of the Issuer available for discussion of such documents as shall be reasonably requested by such persons;

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(p)                                  if so requested by the Initial Purchasers, in the case of an Exchange Offer Registration Statement, a reasonable time prior to filing of any Exchange Offer Registration Statement, any Prospectus forming a part thereof, any amendment to an Exchange Offer Registration Statement or amendment or supplement to such Prospectus, provide copies of such document to the Initial Purchasers and to counsel to the Holders of Transfer Restricted Notes;

(q)                                  in the case of a Shelf Registration, a reasonable time prior to filing any Shelf Registration Statement, any Prospectus forming a part thereof, any amendment to such Shelf Registration Statement or amendment or supplement to such Prospectus, provide copies of such documents to the Initial Purchasers, if so requested, to the Holders of Transfer Restricted Notes to be covered thereby, to counsel for such Holders designated by them and to the underwriter or underwriters of an underwritten offering of such Transfer Restricted Notes, if any, make such changes in any such document prior to the filing thereof relating to such Holders or such Transfer Restricted Notes as the counsel to the Holders or the underwriter or underwriters reasonably request and not file any such document in a form to which the Majority Holders of Transfer Restricted Notes covered by such Shelf Registration Statement, counsel for such Holders of Transfer Restricted Notes covered by such Shelf Registration Statement, or any underwriter shall not have previously been advised and furnished a copy of or to which the Majority Holders of Transfer Restricted Notes covered by such Shelf Registration Statement, counsel to such Holders of Transfer Restricted Notes or any underwriter shall reasonably object, and make the representatives of the Issuer available for discussion of such document as shall be reasonably requested by such Holders of Transfer Restricted Notes, the counsel for such Holders of Transfer Restricted Notes or any underwriter;

(r)                                     in the case of a Shelf Registration, use its commercially reasonable efforts to cause the Transfer Restricted Notes to be rated by the appropriate rating agencies, if so requested by the Majority Holders of the Transfer Restricted Notes covered by such Shelf Registration Statement, or if requested by the underwriter or underwriters of an underwritten offering of Transfer Restricted Notes, if any;

(s)                                    otherwise comply with all applicable rules and regulations of the SEC and make available to their security holders, as soon as reasonably practicable, an earning statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the 1933 Act and Rule 158 thereunder;

(t)                                     cooperate and assist in any filings required to be made with FINRA and, in the case of a Shelf Registration, in the performance of any due diligence investigation by any underwriter and its counsel (including any “qualified independent underwriter” that is required to be retained in accordance with the rules and regulations of FINRA);

(u)                                  if reasonably requested by any Holder of Transfer Restricted Notes covered by a Shelf Registration Statement, promptly include in a Prospectus supplement or post-effective amendment such information with respect to such Holder as such Holder reasonably requests to be included therein and make all required filings of such Prospectus supplement or such post-effective amendment as soon as the Issuer has received notification of the matters to be so included in such filing; and

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(v)                                  amend or supplement the Prospectus contained in the Exchange Offer Registration Statement for a period of up to 180 days after the last Exchange Date (as such period may be extended pursuant to this Agreement), in order to expedite or facilitate the disposition of any Exchange Notes by Participating Broker-Dealers consistent with the positions of the staff of the SEC.  The Issuer agrees that Participating Broker-Dealers shall be authorized to deliver such Prospectus (or, to the extent permitted by law, make available) during such period in connection with the resales contemplated by this clause (v) .

In the case of a Shelf Registration Statement, the Issuer may (as a condition to such Holder’s participation in the Shelf Registration) require each Holder of Transfer Restricted Notes to furnish to the Issuer such information regarding the Holder and the proposed distribution by such Holder of such Transfer Restricted Notes as the Issuer may from time to time reasonably request in writing.

In the case of a Shelf Registration Statement, each Holder agrees that, upon receipt of any notice from the Issuer of the occurrence of any event or the discovery of any facts, each of the kind described in Section 3(e)(iii)  or (vi)  hereof, such Holder will forthwith discontinue disposition of Transfer Restricted Notes pursuant to a Registration Statement until such Holder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(k)  hereof, and, if so directed by the Issuer, such Holder will deliver to the Issuer (at its expense) all copies in such Holder’s possession, other than permanent file copies then in such Holder’s possession, of the Prospectus covering such Transfer Restricted Notes current at the time of receipt of such notice.

If any of the Transfer Restricted Notes covered by any Shelf Registration Statement are to be sold in an underwritten offering, the underwriter or underwriters and manager or managers that will manage such offering will be selected by the Majority Holders of such Transfer Restricted Notes to be included in such offering and shall be acceptable to the Issuer.  No Holder of Transfer Restricted Notes may participate in any underwritten registration hereunder unless such Holder (a) agrees to sell such Holder’s Transfer Restricted Notes on the basis provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements.

If the Issuer shall give any notice to suspend the disposition of Transfer Restricted Notes pursuant to a Registration Statement, the Issuer shall extend the period during which such Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from and including the date of the giving of such notice to and including the date when the Holders of such Transfer Restricted Notes shall have received copies of the supplemented or amended Prospectus necessary to resume such dispositions.

4.                                       Indemnification; Contribution .

(a)                                  The Issuer agrees to indemnify and hold harmless the Initial Purchasers and each of their affiliates and any other Person under common control with the Initial Purchasers, each Holder, each Participating Broker-Dealer, each Person who participates as an underwriter (any

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such Person being an “ Underwriter ”) and each Person, if any, who controls any Holder or Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows:

i.                                           against any and all loss, liability, claim, damage and expense whatsoever (including, without limitation, reasonable and documented legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), as incurred, arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement (or any amendment or supplement thereto) pursuant to which Exchange Notes or Transfer Restricted Notes were registered under the 1933 Act, including all documents incorporated therein by reference, any Free Writing Prospectus used in violation of this Agreement or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the 1933 Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary in order to make the statements therein not misleading, or arising out of any untrue statement or alleged untrue statement of a material fact contained in any Prospectus (or any amendment or supplement thereto) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;

ii.                                        against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, subject to Sections 4(c)  and 4(d)  below; and

iii.                                     against any and all expense whatsoever, as incurred (including reasonable fees and disbursements of one counsel chosen by any indemnified party, in addition to local counsel), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under subparagraph (ii)  above;

provided , however , that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of or based upon any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information concerning any Holder or Underwriter furnished to the Issuer in writing by any selling Holder or Underwriter expressly for use in a Registration Statement (or any amendment thereto) or any Prospectus (or any amendment or supplement thereto); and provided , further , that the indemnity agreement contained in this subsection shall not inure to the benefit of any Holder or Participating Broker-Dealer from whom the person asserting any such losses, claims, damages or liabilities purchased the Notes concerned, to the extent that a prospectus relating to such Notes was required to be delivered by such Holder or Participating Broker-Dealer under the 1933 Act in connection with such purchase and any such loss, claim, damage or liability of such Holder or

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Participating Broker-Dealer results from the fact that there was not sent or given to such person, at or prior to the sale of such Notes to such person, a copy of such prospectus if the Issuer had previously furnished copies thereof to such Holder or Participating Broker-Dealer.

(b)                                  Each Holder, severally, but not jointly, agrees to indemnify and hold harmless the Issuer, each Underwriter and the other selling Holders, and each of their respective directors and officers, and each Person, if any, who controls the Issuer, any Underwriter or any other selling Holder within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 4(a)  hereof, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Shelf Registration Statement (or any amendment thereto) or any Prospectus included therein (or any amendment or supplement thereto) in reliance upon and in conformity with written information with respect to such Holder furnished to the Issuer by such Holder expressly for use in the Shelf Registration Statement (or any amendment thereto) or such Prospectus (or any amendment or supplement thereto); provided , however , that no such Holder shall be liable for any claims hereunder in excess of the amount of net proceeds received by such Holder from the sale of Transfer Restricted Notes pursuant to such Shelf Registration Statement.

(c)                                   Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action or proceeding commenced against it in respect of which indemnity may be sought hereunder, but failure so to notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement.  An indemnifying party may participate at its own expense in the defense of such action; provided , however , that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party.  In no event shall the indemnifying party or parties be liable for the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances.  An indemnifying party shall not be liable for any settlement of any claim or action effected without its written consent, which consent may not be unreasonably withheld. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 4 (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

(d)                                  If the indemnification provided for in this Section 4 , is for any reason unavailable to or insufficient to hold harmless an indemnified party in respect of any losses, liabilities, claims, damages or expenses referred to therein, then each indemnifying party shall contribute to the aggregate amount of such losses, liabilities, claims, damages and expenses incurred by such

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indemnified party, as incurred, in such proportion as is appropriate to reflect the relative fault of the Issuer, on the one hand, and the Holders and the Initial Purchasers, on the other hand, in connection with the statements or omissions which resulted in such losses, liabilities, claims, damages or expenses, as well as any other relevant equitable considerations.

The relative fault of the Issuer on the one hand and the Holders and the Initial Purchasers on the other hand shall be determined by reference to, among other things, whether any such untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Issuer, the Holders or the Initial Purchasers and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

The Issuer, the Holders and the Initial Purchasers agree that it would not be just and equitable if contribution pursuant to this Section 4 were determined by pro rata allocation (even if the Initial Purchasers were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this Section 4 .  The aggregate amount of losses, liabilities, claims, damages and expenses incurred by an indemnified party and referred to above in this Section 4 shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue or alleged untrue statement or omission or alleged omission.

No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

For purposes of this Section 4 , each Person, if any, who controls an Initial Purchaser or Holder within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to contribution as such Initial Purchaser or Holder, and each director of the Issuer, and each Person, if any, who controls the Issuer within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to contribution as the Issuer.  The Initial Purchasers’ respective obligations to contribute pursuant to this Section 4 are several in proportion to the principal amount of Notes set forth opposite their respective names in Schedule A to the Purchase Agreement and not joint, and in no event shall an Initial Purchaser be required to contribute any amount in excess of the amount of the total commissions and discounts received by it in connection with the sale of the Notes.  Notwithstanding the provisions of this Section 4 , in no event shall a Holder be required to contribute any amount in excess of the amount by which the total price at which all of the Notes sold by such Holder exceeds the amount of any damages that such Holder has otherwise been required to pay under Section 4(b)  hereof.

The remedies provided for in this Section 4 are not exclusive and shall not limit any rights or remedies that may otherwise be available to any indemnified party at law or in equity.

The indemnity and contribution provisions contained in this Section 4 shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any

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investigation made by or on behalf of the Initial Purchasers or any Holder or any Person controlling any Initial Purchaser or any Holder, or by or on behalf of the Issuer or the officers or directors of or any Person controlling the Issuer, (iii) acceptance of any of the Exchange Notes and (iv) any sale of Transfer Restricted Notes pursuant to a Shelf Registration Statement; provided , however , that the indemnity and contribution rights provided for, in this Section 4 shall not extend to any losses, liabilities or other damages arising out of actions occurring after the termination of this Agreement.

5.                                       Miscellaneous .

1.                                       Rule 144 and Rule 144A .  To the extent the Issuer is not subject to the reporting requirements of Section 13(a) or 15(d) of the 1934 Act, the Issuer covenants that it will, upon the request of any Holder of Transfer Restricted Notes:

(a) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act,

(b) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144A under the 1933 Act and take such further action as any Holder of Transfer Restricted Notes may reasonably request, and

(c) take such further action that is reasonable under the circumstances, in each case, to the extent required from time to time to enable such Holder to sell its Transfer Restricted Notes without registration under the 1933 Act within the limitation of the exemptions provided by (i) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (ii) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (iii) any similar rules or regulations hereafter adopted by the SEC, including Section 4(a)(7) under the 1933 Act.  Upon the request of any Holder of Transfer Restricted Notes, the Issuer will deliver to such Holder a written statement as to whether they have complied with such requirements.

2.                                       No Inconsistent Agreements .  The Issuer has not entered into, and the Issuer will not after the date of this Agreement enter into, any agreement which is inconsistent with the rights granted to the Holders of Transfer Restricted Notes in this Agreement or otherwise conflicts with the provisions hereof.  The rights granted to the Holders hereunder do not and will not for the term of this Agreement in any way conflict with the rights granted to the holders of the Issuer’s other issued and outstanding securities under any such agreements.

3.                                       Amendments and Waivers .  The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, unless the Issuer has obtained the written consent of the Majority Holders of a majority of the aggregate principal amount of outstanding Transfer Restricted Notes of each Series affected by such amendment, modification, supplement, waiver or departure.

4.                                       Notices .  All notices and other communications provided for or permitted hereunder shall be made in writing by hand delivery, registered first-class mail, telex, telecopier, or any courier guaranteeing overnight delivery (a) if to a Holder, at the most current address given by such Holder to the Issuer by means of a notice given in accordance with the provisions

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of this Section 5.4 , which address initially, and until so changed, is the address set forth in the Purchase Agreement with respect to the Initial Purchasers; and (b) if to the Issuer, initially at the Issuer’s address set forth in the Purchase Agreement, and thereafter at such other address of which notice is given in accordance with the provisions of this Section 5.4 .

All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; two Business Days after being deposited in the mail, postage prepaid, if mailed; when answered back, if telexed; when receipt is acknowledged, if telecopied; and on the next Business Day if timely delivered to an air courier guaranteeing overnight delivery.

Copies of all such notices, demands, or other communications shall be concurrently delivered by the person giving the same to the Trustee under the Indenture at the address specified therein.

5.                                       Successor and Assigns .  This Agreement shall inure to the benefit of and be binding upon the successors, assigns and transferees of each of the parties, including, without limitation and without the need for an express assignment, subsequent Holders; provided that nothing herein shall be deemed to permit any assignment, transfer or other disposition of Transfer Restricted Notes in violation of the terms of the Purchase Agreement or the Indenture.  If any transferee of any Holder shall acquire Transfer Restricted Notes, in any manner, whether by operation of law or otherwise, such Transfer Restricted Notes shall be held subject to all of the terms of this Agreement, and by taking and holding such Transfer Restricted Notes such person shall be conclusively deemed to have agreed to be bound by and to perform all of the terms and provisions of this Agreement, including the restrictions on resale set forth in this Agreement and, if applicable, the Purchase Agreement, and such person shall be entitled to receive the benefits hereof.  The Initial Purchasers (in their capacity as Initial Purchasers) shall have no liability or obligation to the Issuer with respect to any failure by a Holder to comply with, or any breach by any Holder of, any of the obligations of such Holder under this Agreement

6.                                       Third Party Beneficiarie s.  The Initial Purchasers (even if the Initial Purchasers are not Holders of Transfer Restricted Notes) shall be third party beneficiaries to the agreements made hereunder between the Issuer, on the one hand, and the Holders, on the other hand, and shall have the right to enforce such agreements directly to the extent they deem such enforcement necessary or advisable to protect their rights or the rights of Holders hereunder.  Each Holder of Transfer Restricted Notes shall be a third party beneficiary to the agreements made hereunder between the Issuer, on the one hand, and the Initial Purchasers, on the other hand, and shall have the right to enforce such agreements directly to the extent it deems such enforcement necessary or advisable to protect its rights hereunder.

7.                                       Specific Enforcement .  Without limiting the remedies available to the Initial Purchasers and the Holders, the Issuer acknowledges that any failure by the Issuer to comply with its obligations under Sections 2.1 through  2.4 hereof may result in material irreparable injury to the Initial Purchasers or the Holders for which there is no adequate remedy at law, that it would not be possible to measure damages for such injuries precisely and that, in the event of

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any such failure, the Initial Purchasers or any Holder may obtain such relief as may be required to specifically enforce the Issuer’s obligations under Sections 2.1 through  2.4 hereof.

8.                                       Restriction on Resales .  Until the expiration of one year after the original issuance of the Notes, the Issuer will not, and will cause its “affiliates” (as such term is defined in Rule 144(a)(1) under the 1933 Act, but only to the extent controlled, directly or indirectly, by the Issuer) not to, resell any Notes which are “restricted securities” (as such term is defined under Rule 144(a)(3) under the 1933 Act) that have been reacquired by any of them and shall immediately upon any purchase of any such Notes submit such Notes to the Trustee for cancellation.

9.                                       Counterparts .  This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.  Delivery of an executed counterpart of a signature page of this Agreement by telecopier, facsimile, email or other electronic transmission (i.e. “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Agreement.

10.                                Headings .  The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

11.                                Governing Law .  This Agreement, and any claim, controversy or dispute arising under or related to this Agreement, shall be governed by and construed in accordance with the laws of the state of New York.

12.                                Entire Agreement .  This Agreement contains the entire agreement between the parties relating to the subject matter hereof and supersedes all oral statements and prior writing with respect thereto.

13.                                Severability .  In the event that any one or more of the terms, provisions, covenants or restrictions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby.  The Issuer and the Initial Purchasers shall endeavor in good faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

14.                                Adjustments Affecting Notes .  The Issuer shall not, directly or indirectly, take any action with respect to the Notes of each Series as a class that would adversely affect the ability of the Holders of Notes of such Series to include such Notes in a registration undertaken pursuant to this Agreement other than as contemplated in this Agreement.

[ Signature page follows ]

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

[Signature Page to Registration Rights Agreement]

For themselves and as representatives of the other Initial Purchasers

[Signature Page to Registration Rights Agreement]

Schedule A

Initial Purchasers

Barclays Capital Inc.

J.P. Morgan Securities LLC

Morgan Stanley & Co. LLC

Wells Fargo Securities, LLC

Mizuho Securities USA LLC

Scotia Capital (USA) Inc.

Merrill Lynch, Pierce, Fenner & Smith

Incorporated

Credit Suisse Securities (USA) LLC

Goldman Sachs & Co. LLC

TD Securities (USA) LLC