Letter Agreement, dated October 4, 2005

EX-10.31 3 k98965exv10w31.htm LETTER AGREEMENT, DATED OCTOBER 4, 2005 exv10w31

Exhibit 10.31


		October 4, 2005

Canadian Imperial Bank of Commerce
as Administrative Agent under the Pledge Agreement
as hereinafter defined

Ladies and Gentlemen:

Reference is made to the Pledge Agreement dated as of March 19, 2004, as amended by Amendment No. 1 dated as of January 12, 2005 (the “Pledge Agreement”), between ITC Holdings Corp. and Canadian Imperial Bank of Commerce, as Administrative Agent. Subject to your agreement as evidenced by your signature below, we hereby agree Annex I to the Pledge Agreement is hereby amended by substituting therefore Annex I hereto.


Very truly yours, ITC HOLDINGS CORP.
By:	____________________________
	Name:	Daniel J. Oginsky
	Title:	Vice President — General Counsel

Accepted:

CANADIAN IMPERIAL BANK OF COMMERCE,
as Administrative Agent


By:
		Name:
		Title:

Annex I

PLEDGED STOCK

Issuer

Certificate

Registered

Number of

Percentage of Issued &

No.

Owner

Outstanding Shares