Mutual Termination Agreement of Merger Between Entergy Corporation and ITC Holdings Corp.
Entergy Corporation and ITC Holdings Corp. have mutually agreed to terminate their previously signed Merger Agreement, including all amendments, as of December 13, 2013. This decision is formalized in a letter agreement signed by both parties, confirming that the merger will not proceed. The agreement requires acknowledgment by both companies and references the specific section of the original Merger Agreement that allows for mutual termination. No further obligations under the Merger Agreement will continue after this termination.
Exhibit 10.1
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| December 13, 2013 |
ITC Holdings Corp.
27175 Energy Way
Novi, MI 48377
Attn: Joseph L. Welch, President and Chief Executive Officer
Re: Merger Agreement Termination
Dear Mr. Welch:
Reference is made to that certain Merger Agreement, dated as of December 4, 2011, as amended by that certain Amendment No. 1 to the Merger Agreement, dated as of September 21, 2012, and that certain Amendment No. 2 to the Merger Agreement, dated as of January 28, 2013 (collectively, the “Merger Agreement”), among Entergy Corporation, a Delaware corporation (“Entergy”), Mid South TransCo LLC, a Delaware limited liability company and presently a wholly owned subsidiary of Entergy, ITC Holdings Corp., a Michigan corporation (“ITC”), and ITC Midsouth LLC (formerly known as Ibis Transaction Subsidiary LLC), a Delaware limited liability company and a direct wholly owned subsidiary of ITC.
Entergy and ITC hereby mutually agree to terminate the Merger Agreement pursuant to Section 7.01(a) of the Merger Agreement. Please acknowledge your agreement to terminate the Merger Agreement by executing this letter agreement in the space indicated below and returning one copy to the undersigned.
[Signature Page Follows]
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| Sincerely, | ||
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| ENTERGY CORPORATION | ||
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| By: | /s/ Andrew Marsh | |
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| Name: Andrew Marsh | ||
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| Title: Ex. Vice President & CFO | ||
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| Accepted and agreed to as |
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| of the date first written above: |
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| ITC HOLDINGS CORP. |
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| By: | /s/ Joseph L. Welch |
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| Name: | Joseph L. Welch |
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| Title: | President and Chief Executive Officer |
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| cc: | Simpson Thacher & Bartlett LLP |
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| 425 Lexington Avenue |
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| New York, NY 10017-3954 |
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| Attn: Andrew W. Smith, Esq. |
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| Skadden, Arps, Slate, Meagher & Flom LLP |
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| 1440 New York Avenue, N.W. |
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| Washington, D.C. 20005 |
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| Attn: Michael P. Rogan, Esq.; Pankaj K. Sinha, Esq. |
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[Signature Page — Letter Agreement]
