Common use of Intercreditor Agreement Controls Clause in Contracts

Intercreditor Agreement Controls. 16 6.15. Termination........................................................................................16 COLLATERAL AGENCY AND INTERCREDITOR AGREEMENT COLLATERAL AGENCY AND INTERCREDITOR AGREEMENT dated as of ____, 2004 among NATIONAL ENERGY & GAS TRANSMISSION, INC., a Delaware corporation (the "Company"), THE BANK OF NEW YORK, a New York banking corporation, as initial Collateral Agent as provided herein, THE BANK OF NEW YORK, as trustee under the within-mentioned Tranche A Indenture, and WILMINGTON TRUST COMPANY, a Delaware banking corporation, as trustee under the within-mentioned Tranche B Indenture. Pursuant to an Indenture dated as of the date hereof (as the same may be amended, supplemented or otherwise modified and in effect from time to time, the "Tranche A Indenture") between the Company and The Bank of New York, as trustee (the "Tranche A Trustee"), the Company has authorized the issuance of up to $500 million principal amount of its Secured Tranche A Term Notes due 2011 (the "Tranche A Notes"). Pursuant to an Indenture dated as of the date hereof (as the same may be amended, supplemented or otherwise modified and in effect from time to time, the "Tranche B Indenture") between the Company and Wilmington Trust Company, as trustee (the "Tranche B Trustee"), the Company has authorized the issuance of up to $500 million principal amount of its Secured Tranche B Term Notes due 0000 (xxx "Xxxxxxx X Notes"). The Company is incurring, or will from time to time incur, indebtedness and obligations under one or more agreements or instruments constituting New Credit Facilities. Pursuant to the Tranche A Collateral Documents and the Tranche B Collateral Documents, the Company has agreed to pledge and grant security interests in the Collateral as security for the Tranche A Obligations and the Tranche B Obligations, respectively. The Company also expects to pledge and grant security interests in the Collateral, pursuant to the Bank Collateral Documents, as security for the Bank Credit Facility Obligations. The pledges and security interests referred to above in this paragraph shall have the relative priorities set forth in this Agreement. The parties hereto desire to set forth and agree upon such priorities and upon such other matters relating to the Collateral and certain of the rights and obligations of the parties hereto in respect thereof and to provide for the appointment of a collateral agent to hold and otherwise perform certain duties with respect to the Collateral. The initial Collateral Agent has been authorized and directed to enter into this Agreement and to act as such by the Holders as provided in the Indentures, and each of the Tranche A Trustee and the Tranche B Trustee has been authorized and directed to enter into this Agreement and to act as the Junior Secured Creditor as provided herein by the Tranche A Holders or the Tranche B Holders, as the case may be, as provided in the Tranche A Indenture and the Tranche B Indenture, respectively. Accordingly, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Intercreditor Agreement Controls. 16 17 6.15. Termination........................................................................................16 17 COLLATERAL AGENCY AND INTERCREDITOR AGREEMENT COLLATERAL AGENCY AND INTERCREDITOR AGREEMENT dated as of June ____, 2004 among NATIONAL ENERGY & GAS TRANSMISSION, INC., a Delaware corporation (the "Company"), THE BANK OF NEW YORK, a New York banking corporation, as initial Collateral Agent as provided herein, THE BANK OF NEW YORK, as trustee under the within-mentioned Tranche A Indenture, and WILMINGTON TRUST COMPANY, a Delaware banking corporation, as trustee under the within-mentioned Tranche B Indenture. Pursuant to an Indenture dated as of the date hereof (as the same may be amended, supplemented or otherwise modified and in effect from time to time, the "Tranche A Indenture") between the Company and The Bank of New York, as trustee (the "Tranche A Trustee"), the Company has authorized the issuance of up to $500 million principal amount of its Secured Tranche A Term Notes due 2011 (the "Tranche A Notes"). Pursuant to an Indenture dated as of the date hereof (as the same may be amended, supplemented or otherwise modified and in effect from time to time, the "Tranche B Indenture") between the Company and Wilmington Trust Company, as trustee (the "Tranche B Trustee"), the Company has authorized the issuance of up to $500 million principal amount of its Secured Tranche B Term Notes due 0000 2011 (xxx the "Xxxxxxx X Tranche B Notes"). The Company is incurring, or will may from time to time incur, incur indebtedness and obligations under one or more agreements or instruments constituting New Credit Facilities. Pursuant to the Tranche A Collateral Documents and the Tranche B Collateral Documents, the Company has agreed to pledge and grant security interests in the Collateral as security for the Tranche A Obligations and the Tranche B Obligations, respectively. The Company also expects to pledge and grant security interests in the Collateral, pursuant to the Bank Collateral Documents, as security for the any Bank Credit Facility Obligations. The pledges and security interests referred to above in this paragraph shall have the relative priorities set forth in this Agreement. The parties hereto desire to set forth and agree upon such priorities and upon such other matters relating to the Collateral and certain of the rights and obligations of the parties hereto in respect thereof and to provide for the appointment of a collateral agent to hold and otherwise perform certain duties with respect to the Collateral. The initial Collateral Agent has been authorized and directed to enter into this Agreement and to act as such by the Holders as provided in the Indentures, and each of the Tranche A Trustee and the Tranche B Trustee has been authorized and directed to enter into this Agreement and to act as the Junior Secured Creditor as provided herein by the Tranche A Holders or the Tranche B Holders, as the case may be, as provided in the Tranche A Indenture and the Tranche B Indenture, respectively. Accordingly, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: