Exhibit 10.21


 


EXECUTION COPY


 


AMENDMENT NO. 1 TO THE PLEDGE
AGREEMENT


 


AMENDMENT NO. 1 TO THE PLEDGE AGREEMENT (this “Amendment No. 1”) dated as of January 12, 2005 between
ITC HOLDINGS CORP., a Michigan corporation duly organized and validly existing
under the law of the State of Michigan (the “Borrower”)
and CANADIAN IMPERIAL BANK OF COMMERCE, as administrative agent (in such
capacity, the “Administrative Agent”).


 


The Borrower and the Administrative Agent are
parties to a Pledge Agreement dated as of March 19, 2004 (as heretofore
modified and supplemented and in effect on the date hereof, the “Pledge Agreement”) and wish to amend the Pledge Agreement
upon the terms and conditions as hereinafter provided in connection with the
amendment and restatement of the Revolving Credit Agreement referred to in the
Pledge Agreement (the “Amended and Restated
Credit Agreement”). Accordingly, the parties hereto hereby agree,
with effect as of the Amendment Effective Date (as defined in the Amended and
Restated Credit Agreement), to amend the Pledge Agreement, as follows:


 


Section 1. 
Definitions.  Except as otherwise defined in this Amendment
No. 1, terms defined in the Pledge Agreement are used herein as defined
therein.


 


Section 2. 
Amendments to the Pledge Agreement.  The Pledge Agreement shall be amended as
follows:


 


2.1.  The
first recital of the Pledge Agreement shall be amended and restated in its
entirety to read as follows:


 


“The Borrower, certain lenders and CIBC, as
administrative agent, are parties to a Revolving Credit Agreement dated as of March 19,
2004 (as modified and supplemented and in effect from time to time, the “Revolving
Credit Agreement”), providing, subject to the terms and conditions thereof,
for extensions of credit (by making of loans and issuing letters of credit) to
be made by said lenders to the Borrower in an aggregate principal or face
amount not exceeding $47,500,000, subject to increase to $50,000,000 as
provided therein.”


 


2.2.  Annex
I to the Pledge Agreement shall be amended and restated in its entirety by
substituting therefor Annex I to this Amendment No. 1.


 


Section 3. 
Effectiveness.  This Amendment No. 1 shall become effective
on the Amendment Effective Date.


 


Section 4. 
Miscellaneous.  Except as herein provided, the Pledge Agreement
shall remain unchanged and in full force and effect.  This Amendment No. 1 may be executed in any
number of counterparts, all of which taken together shall constitute one and
the same


 





















 


amendatory
instrument and any of the parties hereto may execute this Amendment No. 1 by
signing any such counterpart.  This
Amendment No. 1 shall be governed by, and construed in accordance with, the law
of the State of New York.


 





















 


IN WITNESS WHEREOF, the parties hereto have
caused this Amendment No. 1 to be duly executed by their respective authorized
officers as of the day and year first above written.


 


	
   

  	
  ITC HOLDINGS CORP.,
  as the Borrower

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CANADIAN IMPERIAL BANK
  OF COMMERCE,
  as Administrative Agent

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 





















 


Annex I


 


PLEDGED
STOCK


 


	
  Issuer

  	
   

  	
  Certificate

  No.

  	
   

  	
  Registered

  Owner

  	
   

  	
  Number of

  Shares

  	
   

  	
  Percentage of Issued &

  Outstanding Shares

  	
   

  
	
  International Transmission Company

  	
   

  	
  2

  	
   

  	
  ITC Holdings

  Corp.

  	
   

  	
  67

  	
   

  	
  6 and 2/3%

  	
   

  
	
  International Transmission Company

  	
   

  	
  4

  	
   

  	
  ITC Holdings

  Corp.

  	
   

  	
  33

  	
   

  	
  3 and 1/3%

  	
   

  
	
  International Transmission Company

  	
   

  	
  6

  	
   

  	
  ITC Holdings

  Corp.

  	
   

  	
  33

  	
   

  	
  3 and 1/3%

  	
   

  
	
  International Transmission Company

  	
   

  	
  8

  	
   

  	
  ITC Holdings

  Corp.

  	
   

  	
  25

  	
   

  	
  2 and 1/2%

  	
   

  
	
  Total

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  158

  	
   

  	
  15 5/6%