Exhibit 10.5


 


EXECUTION COPY


 


February 25,
2003


 


KKR Millennium Fund L.P.


9 West 57th Street


New York,
NY  10019


 


Gentlemen:


 


Reference
is made to the Agreement of Limited Partnership of International Transmission
Holdings Limited Partnership (the “Partnership”), dated as of February 25,
2003 (the “LP Agreement”), among Ironhill Transmission, LLC, a Michigan
limited liability company, as general partner, and those persons listed as
limited partners on Schedule A attached thereto, who are
signatories to the LP Agreement (each such persons, a “Limited Partner”).  Capitalized terms used but not defined herein
have the meanings given to them in the LP Agreement.


 


The
undersigned, which include entities which are not parties to the LP Agreement,
each hereby acknowledges and agrees that, for so long as the LP Agreement
remains in full force and effect, KKR Millennium Fund L.P., a Delaware limited
partnership (the “Fund”) shall have, consistent with the terms of the LP
Agreement, the following rights:


 


(i) the right to inspect and copy the books and
records of Holding Company and Operating Company, at such times as the Fund
shall reasonably request;


 


(ii) the right
to meet with the appropriate officers and/or directors of Holding Company,
Operating Company and the Partnership, respectively, periodically and at such
times as reasonably requested by the Fund with respect to matters relating to
the business and affairs of Holding Company, Operating Company and the
Partnership; and


 


(iii) the
rights to (x) receive the same prior written notice of all meetings of the
board of directors of Holding Company and Operating Company as that afforded to
the directors thereof, (y) designate one non-voting observer who will be
entitled to meet periodically and at such times as reasonably requested by the
Fund with the General Partner, and to attend all meetings of the board of
directors of Holding Company and Operating Company, and (z) receive copies of
information provided to directors of Holding Company and Operating Company
(including, without limitation, books and records and financial statements), as
if the Fund were a director thereof; provided, however, that such
representative shall have no right to vote at any such board meeting and his or
her attendance at any such board meeting shall not in any way affect any quorum
requirements.


 


This letter
agreement and the rights and the duties of the parties hereto shall be governed
by, and construed in accordance with, the laws of the State of Michigan and may
be executed in 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 instrument.


 





















 


	
   

  	
  INTERNATIONAL TRANSMISSION HOLDINGS

  LIMITED PARTNERSHIP

  
	
   

  	
   

  
	
   

  	
  By:

  	
   IRONHILL TRANSMISSION, LLC, 

   its General
  Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Lewis Eisenberg

  Manager

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ITC HOLDINGS CORP., a Michigan corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  INTERNATIONAL TRANSMISSION COMPANY,

  a Michigan corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
								



 


 


Acknowledged
and Agreed as of the date first above written:


 


 


KKR MILLENNIUM FUND L.P.


 


 


	
  By:

  	
  KKR ASSOCIATES MILLENNIUM L.P., its General Partner

  
	
   

  
	
  By: KKR MILLENNIUM GP LLC, its General Partner

  
	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Member