Kohlberg Kravis Roberts & Co. L.P. 9 West 57th Street New York, New York 10019ITC Holdings Corp. • June 10th, 2005 • Electric services • New York
Company FiledJune 10th, 2005 Industry JurisdictionReference is made to that letter agreement (the “Letter Agreement”) dated February 28, 2003 among International Transmission Holdings Limited Partnership (the “Partnership”), International Transmission Company (the “Company”) and Kohlberg, Kravis Roberts & Co. L.P. concerning the engagement (the “Engagement”) of us by the Partnership and the Company to provide advisory, consulting and financial services to the Partnership and the Company and to their respective divisions, subsidiaries and affiliates (collectively, “ITC”). In exchange for our provision of services pursuant to the Engagement, the Company agreed to pay us an annual advisory fee equal to $700,000, such fee to be increased at a rate of 7% annually, payable in quarterly installments in arrears at the end of each quarter.
Trimaran Fund Management, L.L.C. 622 Third Avenue New York, New York 10017 June 1, 2005ITC Holdings Corp. • June 10th, 2005 • Electric services • New York
Company FiledJune 10th, 2005 Industry JurisdictionReference is made to that letter agreement (the “Letter Agreement”) dated February 28, 2003 among International Transmission Holdings Limited Partnership (the “Partnership”), International Transmission Company (the “Company”) and Trimaran Fund Management, L.L.C. concerning the engagement (the “Engagement”) of us by the Partnership and the Company to provide advisory, consulting and financial services to the Partnership and the Company and to their respective divisions, subsidiaries and affiliates (collectively, “ITC”). In exchange for our provision of services pursuant to the Engagement, the Company agreed to pay us an annual advisory fee equal to $300,000, such fee to be increased at a rate of 7% annually, payable in quarterly installments in arrears at the end of each quarter.