Exhibit
10.6


 


February 25, 2003


 


Trimaran Fund II, L.L.C.


c/o Trimaran Fund Management, L.L.C.


425 Lexington Avenue


New York,  NY 10017


 


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, Trimaran Fund II, L.L.C., a Delaware limited liability
company (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

  
	
   

  	
   

  	
   

  	
  Title

  	
  Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ITC HOLDINGS CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  INTERNATIONAL TRANSMISSION COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
									



 





















 


Acknowledged
and Agreed as of the date first above written:


 


 


Trimaran Fund II, L.L.C.


 


 


	
  By: Trimaran Fund Management, L.L.C., its Investment Advisor

  
	
   

  
	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title: