First Lien Intercreditor Agreement Sample Contracts

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Vici Properties Inc. – FIRST LIEN INTERCREDITOR AGREEMENT Dated as of October 6, 2017 Among VICI Properties 1 LLC, as the Borrower and an Issuer and VICI FC, INC., as an Issuer, WILMINGTON TRUST, NATIONAL ASSOCIATION, as Collateral Agent, WILMINGTON TRUST, NATIONAL ASSOCIATION, as Authorized Representative Under the Credit Agreement, UMB BANK, NATIONAL ASSOCIATION, as the Initial Other Authorized Representative, and Each Additional Authorized Representative From Time to Time Party Hereto (October 11th, 2017)

FIRST LIEN INTERCREDITOR AGREEMENT (as amended, restated, modified or supplemented from time to time, this Agreement) dated as of October 6, 2017, by and among VICI Properties 1 LLC, a Delaware limited liability company (VICI Properties), VICI FC Inc., a Delaware corporation (together with VICI Properties, the Issuers and each an Issuer), Wilmington Trust, National Association (Wilmington Trust), as collateral agent for the First Lien Secured Parties (as defined below) (in such capacity and together with its successors in such capacity, the Collateral Agent), Wilmington Trust, as Authorized Representative for the Credit Agreement Secured Parties (in such capacity and together with its successors, in such capacity, the Administrative Agent), UMB Bank, National Association, as Authorized Representative for the Initial Other First Lien Secured Parties (in such capacity and together with its successors in such capacity, the Initial Other Authorized Representative), and each additional Auth

FIRST LIEN/FIRST LIEN INTERCREDITOR AGREEMENT Dated as of November 21, 2016 Among MORGAN STANLEY SENIOR FUNDING, INC., as Credit Facility Agent, WELLS FARGO BANK, NATIONAL ASSOCIATION, as 2021 Notes Collateral Agent, WELLS FARGO BANK, NATIONAL ASSOCIATION, as 2026 Notes Collateral Agent, Each Additional Authorized Representative From Time to Time Party Hereto, and Acknowledged by Each Grantor (November 22nd, 2016)

This FIRST LIEN/FIRST LIEN INTERCREDITOR AGREEMENT (as amended, restated, modified or supplemented from time to time, this Agreement), dated as of November 21, 2016, is among MORGAN STANLEY SENIOR FUNDING, INC. (Morgan Stanley), as administrative agent for the Credit Agreement Secured Parties (in such capacity until a successor collateral agent replaces it under the 2021 Notes Indenture, and thereafter such successors in such capacity, the Credit Facility Agent), WELLS FARGO BANK, NATIONAL ASSOCIATION, as collateral agent for the 2021 Notes Secured Parties (in such capacity and together with its successors in such capacity, the 2021 Notes Collateral Agent), WELLS FARGO BANK, NATIONAL ASSOCIATION, as collateral agent for the 2026 Notes Secured Parties (in such capacity until a successor collateral agent replaces it under the 2026 Notes Indenture, and thereafter such successors in such capacity, the 2026 Notes Collateral Agent) and each additional Authorized Representative from time to t

First Lien Intercreditor Agreement (September 9th, 2016)

This FIRST LIEN INTERCREDITOR AGREEMENT, dated as of September 8, 2016, and entered into by and among HOVNANIAN ENTERPRISES, INC., K. HOVNANIAN ENTERPRISES, INC. each other Grantor (as defined below) from time to time party hereto, WILMINGTON TRUST, NATIONAL ASSOCIATION, in its capacity as administrative agent (in such capacity, together with its successors and assigns, the "Super Priority Administrative Agent") under the Super Priority Credit Agreement Documents (as defined below), WILMINGTON TRUST, NATIONAL ASSOCIATION, in its capacity as collateral agent for the Mortgage Tax Collateral (as defined below) (together with its successor and assigns, the "Mortgage Tax Collateral Agent"), and WILMINGTON TRUST, NATIONAL ASSOCIATION, in its capacities as trustee (in such capacity, together with its successors and assigns, the "First Lien Trustee") and as collateral agent (in such capacity, together with its successors and assigns, the "First Lien Collateral Agent") under the First Lien Note

West – FIRST LIEN INTERCREDITOR AGREEMENT Dated as of June 17, 2016 Among WEST CORPORATION, as Borrower, the Other Grantors Party Hereto, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Credit Agreement Collateral Agent, as the Initial Other Authorized Representative, and Each Additional Authorized Representative From Time to Time Party Hereto (June 21st, 2016)

This FIRST LIEN INTERCREDITOR AGREEMENT (as amended, restated, amended and restated, extended, supplemented and/or otherwise modified from time to time, this Agreement), dated as of June 17, 2016 among WEST CORPORATION, a Delaware corporation (the Borrower), the other Grantors party hereto, WELLS FARGO BANK, NATIONAL ASSOCIATION, as collateral agent for the Credit Agreement Secured Parties (as defined below) (in such capacity and together with its successors in such capacity, the Credit Agreement Collateral Agent), U.S. BANK NATIONAL ASSOCIATION, as collateral agent for the Initial Other First Lien Secured Parties (as defined below) (in such capacity and together with its successors in such capacity, the Initial Other Authorized Representative), and each additional Authorized Representative from time to time party hereto for the Other First Lien Secured Parties of the Series (as each such term is defined below) with respect to which it is acting in such capacity.

FIRST LIEN INTERCREDITOR AGREEMENT Among CHARTER COMMUNICATIONS OPERATING, LLC, the Other Grantors Party Hereto, BANK OF AMERICA, N.A., as Credit Agreement Collateral Agent for the Credit Agreement Secured Parties THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as the Notes Collateral Agent for the Indenture Secured Parties and Each Additional Agent From Time to Time Party Hereto Dated as of May 18, 2016 (May 24th, 2016)

FIRST LIEN INTERCREDITOR AGREEMENT dated as of May 18, 2016 (as amended, supplemented or otherwise modified from time to time, this Agreement), Charter Communications Operating, LLC, a Delaware limited liability company (the Borrower), the other Grantors (as defined below) party hereto, Bank of America, N.A., as administrative agent for the Credit Agreement Secured Parties (as defined below) (in such capacity and together with its successors in such capacity, the Credit Agreement Collateral Agent) and The Bank of New York Mellon Trust Company, N.A., as collateral agent for the Indenture Secured Parties (as defined below) (in such capacity and together with its successors in such capacity, the Notes Collateral Agent) and each Additional Agent from time to time party hereto for the Additional First Lien Secured Parties of the Series with respect to which it is acting in such capacity.

Cco Holdings Llc – FIRST LIEN INTERCREDITOR AGREEMENT Among CHARTER COMMUNICATIONS OPERATING, LLC, the Other Grantors Party Hereto, BANK OF AMERICA, N.A., as Credit Agreement Collateral Agent for the Credit Agreement Secured Parties THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as the Notes Collateral Agent for the Indenture Secured Parties and Each Additional Agent From Time to Time Party Hereto Dated as of May 18, 2016 (May 24th, 2016)

FIRST LIEN INTERCREDITOR AGREEMENT dated as of May 18, 2016 (as amended, supplemented or otherwise modified from time to time, this Agreement), Charter Communications Operating, LLC, a Delaware limited liability company (the Borrower), the other Grantors (as defined below) party hereto, Bank of America, N.A., as administrative agent for the Credit Agreement Secured Parties (as defined below) (in such capacity and together with its successors in such capacity, the Credit Agreement Collateral Agent) and The Bank of New York Mellon Trust Company, N.A., as collateral agent for the Indenture Secured Parties (as defined below) (in such capacity and together with its successors in such capacity, the Notes Collateral Agent) and each Additional Agent from time to time party hereto for the Additional First Lien Secured Parties of the Series with respect to which it is acting in such capacity.

Univision Holdings, Inc. – REPRESENTATIVE SUPPLEMENT NO. 12 Dated as of April 21, 2015 to the FIRST-LIEN INTERCREDITOR AGREEMENT Dated as of July 9, 2009 as Supplemented by the Joinder Agreement, Dated as of October 26, 2010, the Supplement Dated as of February 14, 2011, the Supplement Dated as of May 9, 2011, the Supplement Dated as of February 7, 2012, the Supplement Dated as of August 29, 2012, the Supplement Dated as of September 19, 2012, the Supplement Dated as of February 28, 2013, the Supplement Dated as of May 21, 2013, the Supplement Dated as of May 29, 2013, the Supplement Dated as of November 13, 2013, the S (November 2nd, 2015)

this supplement in order to ensure that the New Notes constitute Additional First Lien Obligations. Section 5.13 of the First-Lien Intercreditor Agreement provides that such Senior Class Debt Representative may become an Authorized Representative under, and such Senior Class Debt and such Senior Class Debt Parties may become subject to and bound by, the First-Lien Intercreditor Agreement and the First-Lien Security Documents relating to the Additional First-Lien Obligations, pursuant to the execution and delivery by the Senior Class Debt Representative of an instrument in the form of this Representative Supplement and the satisfaction of the other conditions set forth in Section 5.13 of the First-Lien Intercreditor Agreement. The undersigned Senior Class Debt Representative is executing this Representative Supplement in accordance with the requirements of the First-Lien Intercreditor Agreement and the First-Lien Security Documents.

Univision Holdings, Inc. – FIRST-LIEN INTERCREDITOR AGREEMENT Among UNIVISION COMMUNICATIONS INC., UNIVISION OF PUERTO RICO INC., the Other Grantors Party Hereto, DEUTSCHE BANK AG NEW YORK BRANCH, as Collateral Agent for the First-Lien Secured Parties DEUTSCHE BANK AG NEW YORK BRANCH, as Authorized Representative for the Credit Agreement Secured Parties, Wilmington Trust FSB as the Initial Additional Authorized Representative, and Each Additional Authorized Representative From Time to Time Party Hereto Dated as of July 9, 2009 (July 2nd, 2015)

FIRST-LIEN INTERCREDITOR AGREEMENT, dated as of July 9, 2009 (as amended, restated, supplemented and/or otherwise modified from time to time, this Agreement), among UNIVISION COMMUNICATIONS INC., a Delaware corporation (the Company), UNIVISION OF PUERTO RICO INC., a Delaware corporation (the Subsidiary Borrower), the other Grantors (as defined below) from time to time party hereto, DEUTSCHE BANK AG NEW YORK BRANCH (DBNY), as collateral agent for the First-Lien Secured Parties (as defined below) (in such capacity and together with its successors in such capacity, the Collateral Agent), DEUTSCHE BANK AG NEW YORK BRANCH, as Authorized Representative for the Credit Agreement Secured Parties (as each such term is defined below), Wilmington Trust FSB, as Authorized Representative for the Initial Additional First-Lien Secured Parties (as defined below) (in such capacity and together with its successors in such capacity, the Initial Additional Authorized Representative) and each additional Aut

Momentive Specialty Chemicals – Page ARTICLE I DEFINITIONS SECTION 1.01 Construction; Certain Defined Terms 1 ARTICLE II PRIORITIES AND AGREEMENTS WITH RESPECT TO SHARED COLLATERAL SECTION 2.01 Priority of Claims 9 SECTION 2.02 Actions With Respect to Shared Collateral; Prohibition on Contesting Liens 10 SECTION 2.03 No Interference; Payment Over 11 SECTION 2.04 Automatic Release of Liens; Amendments to First Lien Security Documents 12 SECTION 2.05 Certain Agreements With Respect to Bankruptcy or Insolvency Proceedings 13 SECTION 2.06 Reinstatement 14 SECTION 2.07 Insurance 14 SECTION 2.08 Refinancings 15 SECTION 2.09 Posses (April 15th, 2015)

FIRST LIEN INTERCREDITOR AGREEMENT (as amended, restated, modified or supplemented from time to time, this Agreement), dated as of April 15, 2015, among WILMINGTON TRUST, NATIONAL ASSOCIATION, as collateral agent for the First Lien Secured Parties (as defined below) (in such capacity and together with its successors in such capacity, including as a result of the occurrence of a Credit Agreement Effective Date, the Collateral Agent), WILMINGTON TRUST, NATIONAL ASSOCIATION, as Authorized Representative for the Existing First Lien Secured Parties (in such capacity and, together with its successors in such capacity, the Existing First Lien Representative), Wilmington Trust, National Association, as Authorized Representative for the Initial Other First Lien Secured Parties (in such capacity and, together with its successors in such capacity, the Initial Other Authorized Representative), and each additional Authorized Representative from time to time party hereto for the Other First Lien Sec

Axalta Coating Systems Ltd. – FIRST LIEN INTERCREDITOR AGREEMENT Dated as of February 1, 2013, Among BARCLAYS BANK PLC, as Bank Collateral Agent Under the Credit Agreement, and as Notes Foreign Collateral Agent Under the Indenture, WILMINGTON TRUST, NATIONAL ASSOCIATION, as Notes Collateral Agent Under the Indenture, EACH GRANTOR and Each Additional Agent From Time to Time Party Hereto (August 20th, 2014)

FIRST LIEN INTERCREDITOR AGREEMENT, dated as of February 1, 2013 (as amended or supplemented from time to time, this Agreement), among BARCLAYS BANK PLC, as Bank Collateral Agent for the Credit Agreement Secured Parties (in each case, as defined below) and as Notes Foreign Collateral Agent for the Indenture Secured Parties, WILMINGTON TRUST, NATIONAL ASSOCIATION, as Collateral Agent (the Notes Collateral Agent) for the Indenture Secured Parties (in each case, as defined below), each Grantor party hereto and each Additional Agent (as defined below) from time to time party hereto for the Additional Secured Parties (as defined below) of the Series with respect to which it is acting in such capacity.

FIRST-LIEN INTERCREDITOR AGREEMENT Dated as of May 9, 2012 Among SABRE INC., SABRE HOLDINGS CORPORATION, the Other Grantors Party Hereto, DEUTSCHE BANK AG NEW YORK BRANCH, as Credit Agreement Administrative Agent for the Credit Agreement Secured Parties, DEUTSCHE BANK AG NEW YORK BRANCH, as Authorized Representative for the Credit Agreement Secured Parties, WELLS FARGO BANK, NATIONAL ASSOCIATION as the Initial Additional First-Lien Collateral Agent, WELLS FARGO BANK, NATIONAL ASSOCIATION as the Initial Additional Authorized Representative, and Each Additional Authorized Representative and Each (January 21st, 2014)

FIRST-LIEN INTERCREDITOR AGREEMENT, dated as of May 9, 2012 (as amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time, this Agreement), among SABRE HOLDINGS CORPORATION, a Delaware corporation (Holdings), SABRE INC., a Delaware corporation (the Company), the other Grantors (as defined below) from time to time party hereto, DEUTSCHE BANK AG NEW YORK BRANCH (DBNY), as administrative agent and collateral agent for itself and on behalf of the Credit Agreement Secured Parties (as defined below) (in such capacity and together with its successors in such capacity, the Credit Agreement Administrative Agent), DBNY, as Authorized Representative for itself and on behalf of the Credit Agreement Secured Parties (as each such term is defined below), WELLS FARGO BANK, NATIONAL ASSOCIATION, as collateral agent for the Initial Additional First-Lien Secured Parties (as defined below) (in such capacity and together with its successors in such capacity, th

FIRST LIEN INTERCREDITOR AGREEMENT Dated as of October 11, 2013 Among CITICORP NORTH AMERICA, INC., as Collateral Agent, CITICORP NORTH AMERICA, INC., as Authorized Representative Under the Credit Agreement, U.S. BANK NATIONAL ASSOCIATION, as the Initial Other Authorized Representative, and Each Additional Authorized Representative From Time to Time Party Hereto (October 15th, 2013)

FIRST LIEN INTERCREDITOR AGREEMENT (as amended, restated, modified or supplemented from time to time, this Agreement) dated as of October 11, 2013, among CITICORP NORTH AMERICA, INC., as collateral agent for the First Lien Secured Parties (as defined below) (in such capacity and together with its successors in such capacity, the Collateral Agent), CITICORP NORTH AMERICA, INC., as Authorized Representative for the Credit Agreement Secured Parties (in such capacity and together with its successors in such capacity, the Administrative Agent), U.S. BANK NATIONAL ASSOCIATION, as Authorized Representative for the Initial Other First Lien Secured Parties (in such capacity and together with its successors in such capacity, the Initial Other Authorized Representative), and each additional Authorized Representative from time to time party hereto for the Other First Lien Secured Parties of the Series with respect to which it is acting in such capacity.

FIRST-LIEN INTERCREDITOR AGREEMENT Among WALTER ENERGY, INC. THE OTHER GRANTORS PARTY HERETO, MORGAN STANLEY SENIOR FUNDING, INC., as Credit Agreement Collateral Agent and Authorized Representative for the Credit Agreement Secured Parties, UNION BANK, N.A., as Initial Additional Collateral Agent and Initial Additional Authorized Representative for the Initial Additional First-Lien Secured Parties and Each Additional Collateral Agent and Authorized Representative From Time to Time Party Hereto Dated as of September 27, 2013 (September 30th, 2013)

FIRST-LIEN INTERCREDITOR AGREEMENT, dated as of September 27, 2013 (as amended, restated, amended and restated, supplemented and/or otherwise modified from time to time, this Agreement), among Walter Energy, Inc., a Delaware corporation (the Company), the other Grantors (as defined below) from time to time party hereto, Morgan Stanley Senior Funding, Inc. (MSSF), as collateral agent for the Credit Agreement Secured Parties (as defined below) (in such capacity and together with its successors in such capacity, the Credit Agreement Collateral Agent) and as Authorized Representative for the Credit Agreement Secured Parties, Union Bank, N.A. (Union Bank), as collateral agent for the Initial Additional First-Lien Secured Parties (as defined below) (solely in such capacity and together with its successors in such capacity, the Initial Additional Collateral Agent) and as Authorized Representative (as defined below) for the Initial Additional First-Lien Secured Parties (in such capacity and to

To: Each Collateral Agent Under the First Lien Intercreditor Agreement (In Each Case, as Such Terms Are Defined Below) (March 19th, 2013)

JOINDER NO. 1 (this Joinder) dated as of March 15, 2013, to the First Lien Intercreditor Agreement, dated as of March 2, 2012 (as amended or supplemented from time to time, the First Lien Intercreditor Agreement), among CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Bank Collateral Agent for the Credit Agreement Secured Parties (in each case, as defined below), THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Indenture Agent for the Indenture Secured Parties (in each case, as defined below), each Grantor party thereto and each Additional Agent (as defined below) from time to time party thereto for the Additional Secured Parties of the Series (as defined below) with respect to which it is acting in such capacity.

Revel AC, Inc. – Revel Ac, Inc. Second Amendment to First Lien Intercreditor Agreement (December 27th, 2012)

This SECOND AMENDMENT TO FIRST LIEN INTERCREDITOR AGREEMENT (this Amendment) is dated as of December 20, 2012, and entered into among Revel AC, Inc., a Delaware corporation (the Borrower), the Grantors party to the First Lien Intercreditor Agreement, JPMorgan Chase Bank, N.A., as collateral agent for the First Lien Secured Parties (in such capacity and together with its successors in such capacity, the Collateral Agent), JPMorgan Chase Bank, N.A., as administrative agent and collateral agent for the Revolving Secured Parties (in such capacities and together with its successors in such capacities, the Revolving Agent) and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent for the Term Loan Secured Parties (in such capacities and together with its successors in such capacities, the Term Loan Agent). Reference is made to the First Lien Intercreditor Agreement dated as of May 3, 2012 (as amended pursuant to that certain First Amendment to First Lien Intercreditor Agree

Gpc Capital Corp II – Confirmation and Amendment Agreement Dated 7 November 2012 Between SIG COMBIBLOC GMBH & CO KG (The Confirming Grantor) and WILMINGTON TRUST (LONDON) LIMITED Acting as Collateral Agent Under the First Lien Intercreditor Agreement (As Defined Below) for Itself and for the Benefit and for the Account of the Secured Parties (The Collateral Agent) Relating to the Swiss Law Security Document as Listed and Described in Schedule 1 Hereto Entered Into by the Confirming Grantor and the Collateral Agent Acting for Itself and for the Benefit and for the Account of the Secured Parties in Connection With th (December 21st, 2012)

THIS CONFIRMATION AND AMENDMENT AGREEMENT is entered into as of the Effective Date (as defined in Clause 2 below) and entered into BETWEEN:

Gpc Capital Corp II – Confirmation and Amendment Agreement Dated 7 November 2012 Between BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) III S.a r.l. SIG COMBIBLOC GROUP AG SIG ALLCAP AG SIG COMBIBLOC (SCHWEIZ) AG SIG TECHNOLOGY AG SIG COMBIBLOC PROCUREMENT AG SIG SCHWEIZERISCHE INDUSTRIE-GESELLSCHAFT AG (Collectively the Confirming Grantors) and THE BANK OF NEW YORK MELLON Acting as Collateral Agent Under the First Lien Intercreditor Agreement (As Defined Below) for Itself and for the Benefit and for the Account of the Secured Parties (The Collateral Agent) Relating to the Swiss Law Security Documents as Listed and Descr (December 21st, 2012)

The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to any Loan Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Loan Document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies thereof and written and signed references to it outside of Austria and avoid printing

Momentive Performance Materials Inc. – FIRST LIEN INTERCREDITOR AGREEMENT Dated as of November 16, 2012 Among JPMORGAN CHASE BANK, N.A., as Collateral Agent, JPMORGAN CHASE BANK, N.A., as Authorized Representative Under the Credit Agreement, THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as the Initial Other Authorized Representative, and Each Additional Authorized Representative From Time to Time Party Hereto (November 20th, 2012)

This FIRST LIEN INTERCREDITOR AGREEMENT (as amended, restated, modified or supplemented from time to time, this Agreement), dated as of November 16, 2012, is among JPMORGAN CHASE BANK, N.A., as collateral agent for the First Lien Secured Parties (in such capacity and together with its successors in such capacity, the Collateral Agent), JPMORGAN CHASE BANK, N.A., as Authorized Representative for the Credit Agreement Secured Parties (in such capacity and together with its successors in such capacity, the Administrative Agent), THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Authorized Representative for the Initial Other First Lien Secured Parties (in such capacity and together with its successors in such capacity, the Initial Other Authorized Representative), and each additional Authorized Representative from time to time party hereto for the Other First Lien Secured Parties of the Series with respect to which it is acting in such capacity, as consented to by the Grantors in the Con

FIRST LIEN INTERCREDITOR AGREEMENT Among CREDIT SUISSE AG, as Collateral Agent, CREDIT SUISSE AG, as the Authorized Representative Under the Credit Agreement, REGIONS BANK, in Its Capacity as Trustee Under the Initial Additional Agreement, as the Initial Additional Authorized Representative, and Each Additional Authorized Representative From Time to Time Party Hereto Dated as of August 17, 2012 (November 1st, 2012)

FIRST LIEN INTERCREDITOR AGREEMENT (as amended or supplemented from time to time, this Agreement) dated as of August 17, 2012, among CREDIT SUISSE AG, as collateral agent for the Secured Parties (as defined below) (in such capacity and together with its successors in such capacity, the Collateral Agent), CREDIT SUISSE AG, as the Authorized Representative for the Bank Loan Secured Parties (in such capacity and together with its successors in such capacity, the Administrative Agent), Regions Bank, in its capacity as Trustee under the Initial Additional Agreement, as the Authorized Representative for the Initial Additional Secured Parties (in such capacity and together with its successors in such capacity, the Initial Additional Authorized Representative), and each additional Authorized Representative from time to time party hereto for the Additional Secured Parties of the Series with respect to which it is acting in such capacity (in such capacity and together with its successors in such

NB Acquisition, LLC – Revel Ac, Inc. First Amendment to First Lien Intercreditor Agreement (October 1st, 2012)

This FIRST AMENDMENT TO FIRST LIEN INTERCREDITOR AGREEMENT (this Amendment) is dated as of August 22, 2012, and entered into among Revel AC, Inc., a Delaware corporation (the Borrower), the Grantors party to the First Lien Intercreditor Agreement, JPMorgan Chase Bank, N.A., as collateral agent for the First Lien Secured Parties (in such capacity and together with its successors in such capacity, the Collateral Agent), JPMorgan Chase Bank, N.A., as administrative agent and collateral agent for the Revolving Secured Parties (in such capacities and together with its successors in such capacities, the Revolving Agent) and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent for the Term Loan Secured Parties (in such capacities and together with its successors in such capacities, the Term Loan Agent). Reference is made to the First Lien Intercreditor Agreement dated as of May 3, 2012 (the First Lien Intercreditor Agreement), among the Borrower, the Grantors, the Revolving

NB Acquisition, LLC – FIRST LIEN INTERCREDITOR AGREEMENT Dated as of May 3, 2012 Among JPMORGAN CHASE BANK, N.A., as Collateral Agent, JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent Under the Revolving Credit Agreement, JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent Under the Term Loan Credit Agreement, Each Additional Authorized Representative From Time to Time Party Hereto, REVEL AC, INC., a Delaware Corporation and Each Other Grantor Party Hereto (August 22nd, 2012)

FIRST LIEN INTERCREDITOR AGREEMENT (this Agreement) dated as of May 3, 2012, among JPMORGAN CHASE BANK, N.A., as collateral agent for the First Lien Secured Parties (as defined below) (in such capacity and together with its successors in such capacity, the Collateral Agent), JPMORGAN CHASE BANK, N.A., as administrative agent and collateral agent for the Revolving Secured Parties (in such capacities and together with its successors in such capacities, the Revolving Agent), JPMORGAN CHASE BANK, N.A., as administrative agent and collateral agent for the Term Loan Secured Parties (in such capacities and together with its successors in such capacities, the Term Loan Agent), each Additional Authorized Representative from time to time party hereto for the Additional First Lien Secured Parties of the Class with respect to which it is acting in such capacity, REVEL AC, INC., a Delaware corporation (together with its successors and assigns, Borrower), and each Subsidiary of Borrower party to thi

NB Acquisition, LLC – Revel Ac, Inc. First Amendment to First Lien Intercreditor Agreement (August 22nd, 2012)

This FIRST AMENDMENT TO FIRST LIEN INTERCREDITOR AGREEMENT (this Amendment) is dated as of August 22, 2012, and entered into among Revel AC, Inc., a Delaware corporation (the Borrower), the Grantors party to the First Lien Intercreditor Agreement, JPMorgan Chase Bank, N.A., as collateral agent for the First Lien Secured Parties (in such capacity and together with its successors in such capacity, the Collateral Agent), JPMorgan Chase Bank, N.A., as administrative agent and collateral agent for the Revolving Secured Parties (in such capacities and together with its successors in such capacities, the Revolving Agent) and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent for the Term Loan Secured Parties (in such capacities and together with its successors in such capacities, the Term Loan Agent). Reference is made to the First Lien Intercreditor Agreement dated as of May 3, 2012 (the First Lien Intercreditor Agreement), among the Borrower, the Grantors, the Revolving

Momentive Specialty Chemicals – FIRST LIEN INTERCREDITOR AGREEMENT Dated as of March 14, 2012 Among JPMORGAN CHASE BANK, N.A., as Collateral Agent, JPMORGAN CHASE BANK, N.A., as Authorized Representative Under the Credit Agreement, WILMINGTON TRUST, NATIONAL ASSOCIATION as the Initial Other Authorized Representative, and Each Additional Authorized Representative From Time to Time Party Hereto (March 20th, 2012)

FIRST LIEN INTERCREDITOR AGREEMENT (as amended, restated, modified or supplemented from time to time, this Agreement), dated as of March 14, 2012, among JPMORGAN CHASE BANK, N.A., as collateral agent for the First Lien Secured Parties (as defined below) (in such capacity and together with its successors in such capacity, the Collateral Agent), JPMORGAN CHASE BANK, N.A., as Authorized Representative for the Credit Agreement Secured Parties (in such capacity and together with its successors in such capacity, the Administrative Agent), Wilmington Trust, National Association, as Authorized Representative for the Initial Other First Lien Secured Parties (in such capacity and together with its successors in such capacity, the Initial Other Authorized Representative), and each additional Authorized Representative from time to time party hereto for the Other First Lien Secured Parties of the Series with respect to which it is acting in such capacity.

FIRST LIEN INTERCREDITOR AGREEMENT Dated as of March 2, 2012, Among CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Bank Collateral Agent Under the Credit Agreement, THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Indenture Agent Under the Indenture, EACH GRANTOR and Each Additional Agent From Time to Time Party Hereto (March 5th, 2012)

FIRST LIEN INTERCREDITOR AGREEMENT, dated as of March 2, 2012 (as amended or supplemented from time to time, this Agreement), among CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Bank Collateral Agent for the Credit Agreement Secured Parties (in each case, as defined below), THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Indenture Agent for the Indenture Secured Parties (in each case, as defined below), each Grantor party hereto and each Additional Agent (as defined below) from time to time party hereto for the Additional Secured Parties (as defined below) of the Series with respect to which it is acting in such capacity.

RECEIVABLES ASSIGNMENT Dated 29 January 2010 Between SIG REINAG AG as Assignor and THE BANK OF NEW YORK MELLON Acting as Collateral Agent Under the First Lien Intercreditor Agreement for Itself and for the Benefit and for the Account of the Secured Parties as Assignee (February 9th, 2012)

The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to any Loan Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Loan Document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies thereof and written and signed references to it outside of Austria and avoid printing out any email communication which refers to any Loan Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electroni

PLEDGE OF REGISTERED SHARES Relating to the Pledge of Shares of SIG Schweizerische Industrie-Gesellschaft AG Dated November 5th, 2009 Between SIG FINANZ AG as Pledgor and THE BANK OF NEW YORK MELLON Acting as Collateral Agent Under the First Lien Intercreditor Agreement for Itself and for the Benefit and for the Account of the Secured Parties as Pledgee (February 9th, 2012)

The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to any Loan Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Loan Document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies thereof and written and signed references to it outside of Austria and avoid printing out any email communication which refers to any Loan Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electroni

RECEIVABLES ASSIGNMENT Dated November 5th, 2009 Between SIG COMBIBLOC GROUP AG as Assignor and THE BANK OF NEW YORK MELLON Acting as Collateral Agent Under the First Lien Intercreditor Agreement for Itself and for the Benefit and for the Account of the Secured Parties as Assignee (February 9th, 2012)

The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to any Loan Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Loan Document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies thereof and written and signed references to it outside of Austria and avoid printing out any email communication which refers to any Loan Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electroni

Confirmation and Amendment Agreement Dated 4 March 2010 Between SIG COMBIBLOC GMBH & CO KG (The Confirming Grantor) and WILMINGTON TRUST (LONDON) LIMITED Acting as Collateral Agent Under the First Lien Intercreditor Agreement (As Defined Below) for Itself and for the Benefit and for the Account of the Secured Parties (The Collateral Agent) Relating to the Swiss Law Security Document as Listed and Described in Schedule 1 Hereto Entered Into by the Confirming Grantor and the Collateral Agent Acting for Itself and for the Benefit and for the Account of the Secured Parties in Connection With the L (February 9th, 2012)

THIS CONFIRMATION AND AMENDMENT AGREEMENT is effective as of the Effective Date (as defined in Clause 2 below) and entered BETWEEN:

ASSIGNMENT OF BANK ACCOUNTS Dated November 5th, 2009 Between SIG ALLCAP AG as Assignor and THE BANK OF NEW YORK MELLON Acting as Collateral Agent Under the First Lien Intercreditor Agreement for Itself and for the Benefit and for the Account of the Secured Parties as Assignee (February 9th, 2012)

The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to any Loan Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Loan Document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies thereof and written and signed references to it outside of Austria and avoid printing out any email communication which refers to any Loan Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electroni

ACCOUNTS PLEDGE AGREEMENT Between the Bank of New York Mellon as Collateral Agent for the Benefit of the Secured Parties Under the First Lien Intercreditor Agreement and SIG Combibloc Do Brasil Ltda. As Grantor Dated as of March 30, 2010 (February 9th, 2012)

The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to any Loan Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Loan Document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies thereof and written and signed references to it outside of Austria and avoid printing out any email communication which refers to any Loan Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electroni

RECEIVABLES ASSIGNMENT Dated November 5th, 2009 Between SIG TECHNOLOGY AG as Assignor and THE BANK OF NEW YORK MELLON Acting as Collateral Agent Under the First Lien Intercreditor Agreement for Itself and for the Benefit and for the Account of the Secured Parties as Assignee (February 9th, 2012)

The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to any Loan Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Loan Document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies thereof and written and signed references to it outside of Austria and avoid printing out any email communication which refers to any Loan Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electroni

Confirmation and Amendment Agreement Dated 9 February 2011 Between BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) III S.a r.l. SIG COMBIBLOC GROUP AG (Collectively the Confirming Grantors) and THE BANK OF NEW YORK MELLON Acting as Collateral Agent Under the First Lien Intercreditor Agreement (As Defined Below) for Itself and for the Benefit and for the Account of the Secured Parties (The Collateral Agent) Relating to the Swiss Law Security Documents as Listed and Described in Schedule 1 Hereto Respectively Entered Into by the Confirming Grantors and the Collateral Agent Acting for Itself and for the (February 9th, 2012)

THIS CONFIRMATION AND AMENDMENT AGREEMENT is entered into as of the Effective Date (as defined in Clause 2 below) and entered BETWEEN:

PLEDGE OF REGISTERED SHARES Relating to the Pledge of Shares of SIG Reinag AG Dated 29 January 2010 Between SIG FINANZ AG as Pledgor and THE BANK OF NEW YORK MELLON Acting as Collateral Agent Under the First Lien Intercreditor Agreement for Itself and for the Benefit and for the Account of the Secured Parties as Pledgee (February 9th, 2012)

The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to any Loan Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Loan Document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies thereof and written and signed references to it outside of Austria and avoid printing out any email communication which refers to any Loan Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electroni

Confirmation and Amendment Agreement Dated May 4, 2010 Between BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) III Sarl SIG COMBIBLOC GROUP AG SIG FINANZ AG SIG ALLCAP AG SIG COMBIBLOC (SCHWEIZ) AG SIG SCHWEIZERISCHE INDUSTRIE- GESELLSCHAFT AG SIG TECHNOLOGY AG SIG COMBIBLOC PROCUREMENT AG SIG REINAG AG (Collectively the Confirming Grantors) and THE BANK OF NEW YORK MELLON Acting as Collateral Agent Under the First Lien Intercreditor Agreement (As Defined Below) for Itself and for the Benefit and for the Account of the Secured Parties (The Collateral Agent) Relating to the Swiss Law Security Documents (February 9th, 2012)

THIS CONFIRMATION AND AMENDMENT AGREEMENT is effective as of the Effective Date (as defined in Clause 2 below) and entered BETWEEN:

RECEIVABLES ASSIGNMENT Dated November 5th, 2009 Between SIG ALLCAP AG as Assignor and THE BANK OF NEW YORK MELLON Acting as Collateral Agent Under the First Lien Intercreditor Agreement for Itself and for the Benefit and for the Account of the Secured Parties as Assignee (February 9th, 2012)

The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to any Loan Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Loan Document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies thereof and written and signed references to it outside of Austria and avoid printing out any email communication which refers to any Loan Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electroni