DEBTOR-IN-POSSESSION CREDIT AGREEMENT dated as of March 27, 2013 among REVEL AC, INC., a Debtor and Debtor-in-Possession under Chapter 11 of the Bankruptcy Code, as the Borrower, THE GUARANTORS PARTY HERETO, each a Debtor and Debtor- in-Possession...Credit Agreement • April 1st, 2013 • Revel AC, Inc. • Hotels & motels • New York
DEBTOR-IN-POSSESSION CREDIT AGREEMENT (this “Agreement”) dated as of March 27, 2013 among REVEL AC, INC., a Delaware corporation and a debtor and debtor-in-possession (the “Borrower”) in a case pending under chapter 11 of the Bankruptcy Code (such term and each other capitalized term used but not defined herein having the meaning given to it in Article I), the Guarantors, the Lenders, and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”), Collateral Agent and Issuing Bank.
REVEL AC, INC. FOURTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • February 11th, 2013 • Revel AC, Inc. • Hotels & motels • New York
This FOURTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is dated as of February 5, 2013, and entered into among Revel AC, Inc., a Delaware corporation (the “Borrower”), the Guarantors, the Lenders party hereto and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”). Reference is made to the Credit Agreement dated as of May 3, 2012 (as amended pursuant to that certain First Amendment to Credit Agreement, dated as of August 22, 2012, that certain Incremental Facility Amendment, dated as of August 22, 2012, that certain Incremental Facility Amendment, dated as of August 27, 2012, that certain Second Amendment to Credit Agreement, dated as of December 20, 2012; and that certain Third Amendment to Credit Agreement, dated as of January 30, 2013, as so amended, the “Credit Agreement”), among the Borrower, the Guarantors, the Lenders party thereto, the Administrative Agent, the Collateral Agent and the other parties thereto. Capitalized terms
REVEL AC, INC. SECOND AMENDMENT TO FIRST LIEN INTERCREDITOR AGREEMENTFirst Lien Intercreditor Agreement • December 27th, 2012 • Revel AC, Inc. • Hotels & motels • New York
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 Intercred
THIRD AMENDMENT TO RESTRUCTURING SUPPORT AGREEMENTRestructuring Support Agreement • March 27th, 2013 • Revel AC, Inc. • Hotels & motels • New York
This THIRD AMENDMENT TO RESTRUCTURING SUPPORT AGREEMENT (this “Amendment”), dated as of March 22, 2013, is by and among (i) Revel AC, Inc. (“Revel”), in its capacity as borrower under the 2012 Credit Agreement and the Term Loan Credit Agreement and issuer under the Indenture (each as defined in the RSA), (ii) Revel AC, LLC, Revel Atlantic City, LLC, Revel Entertainment Group, LLC and NB Acquisition LLC, each in its capacity as a guarantor under the 2012 Credit Agreement, the Term Loan Credit Agreement, and the Indenture (the “Guarantors” and, together with Revel, the “Company”), (iii) each of the undersigned creditors party to and/or a holder of, or the investment advisor or manager to a beneficial or legal holder or holders of (and in such capacity having the power to bind such holder), certain indebtedness of Revel incurred under (A) the 2012 Credit Agreement (the “2012 Credit Agreement Consenting Lenders”), (B) the Term Loan Credit Agreement (the “Term Loan Credit Agreement Consenti
REVEL AC, INC. THIRD AMENDMENT TO TERM LOAN CREDIT AGREEMENTTerm Loan Credit Agreement • December 27th, 2012 • Revel AC, Inc. • Hotels & motels • New York
This THIRD AMENDMENT TO TERM LOAN CREDIT AGREEMENT (this “Amendment”) is dated as of December 20, 2012, and entered into among Revel AC, Inc., a Delaware corporation (the “Borrower”), the Guarantors party to the Credit Agreement, the Lenders party hereto, and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) and as collateral agent for the Secured Parties (in such capacity, the “Collateral Agent”). Reference is made to the Credit Agreement, dated as of February 17, 2011 (as amended by that certain First Amendment to Credit Agreement, dated as of May 3, 2012, that certain Increase Joinder, dated as of May 3, 2012, and that certain Second Amendment to Credit Agreement dated as of August 22, 2012, as so amended, the “Credit Agreement”), among the Borrower, the Guarantors, the Lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent and the other parties thereto. Capitalized terms used
AMENDED AND RESTATED MASTER DISBURSEMENT AGREEMENT among JPMORGAN CHASE BANK, N.A., as Disbursement Agent and JPMORGAN CHASE BANK, N.A., as Term Loan Administrative Agent and JPMORGAN CHASE BANK, N.A., as Revolving Administrative Agent and JPMORGAN...Disbursement Agreement • December 27th, 2012 • Revel AC, Inc. • Hotels & motels • New York
This AMENDED AND RESTATED MASTER DISBURSEMENT AGREEMENT (as amended, supplemented, restated or otherwise modified from time to time, this “Agreement”) is dated as of December 20, 2012 by and among JPMORGAN CHASE BANK, N.A., as disbursement agent (together with any successor disbursement agent permitted hereunder, the “Disbursement Agent”), JPMORGAN CHASE BANK, N.A. (“JPMorgan”), as administrative agent and collateral agent under the Term Loan Credit Agreement (as defined below) (together with its successors and assigns from time to time under the Term Loan Credit Agreement, the “Term Loan Administrative Agent”), the REVOLVING ADMINISTRATIVE AGENT (as defined below), U.S. BANK NATIONAL ASSOCIATION, as collateral agent under the Second Lien Indenture (as defined below) (together with its successors and assigns from time to time under the Second Lien Indenture, the “Second Lien Collateral Agent”), and REVEL AC, INC., a Delaware corporation (the “Borrower”) and REVEL ENTERTAINMENT GROUP, L
REVEL AC, INC. FOURTH AMENDMENT TO TERM LOAN CREDIT AGREEMENTTerm Loan Credit Agreement • March 15th, 2013 • Revel AC, Inc. • Hotels & motels • New York
This FOURTH AMENDMENT TO TERM LOAN CREDIT AGREEMENT (this “Amendment”) is dated as of March 13, 2013, and entered into among Revel AC, Inc., a Delaware corporation (the “Borrower”), the Lenders party hereto and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”). Reference is made to the Credit Agreement, dated as of February 17, 2011 (as amended by that certain First Amendment to Credit Agreement, dated as of May 3, 2012, that certain Increase Joinder, dated as of May 3, 2012, that certain Second Amendment to Credit Agreement, dated as of August 22, 2012, and that certain Third Amendment to Credit Agreement, dated as of December 20, 2012, as so amended, the “Credit Agreement”), among the Borrower, the Guarantors party thereto, the Lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and the other parties thereto. Capitalized terms used herein without definition shall have the same
RESTRUCTURING SUPPORT AGREEMENTRestructuring Support Agreement • February 20th, 2013 • Revel AC, Inc. • Hotels & motels • New York
This Restructuring Support Agreement dated as of February 19, 2013 (this “Agreement”) is made by and among (i) Revel AC, Inc. (“Revel”), in its capacity as borrower under the 2012 Credit Agreement and the Term Loan Credit Agreement and issuer under the Indenture (each as defined below), (ii) Revel AC, LLC, Revel Atlantic City, LLC, Revel Entertainment Group, LLC and NB Acquisition LLC, each in its capacity as a guarantor under the 2012 Credit Agreement, the Term Loan Credit Agreement, and the Indenture (the “Guarantors” and, together with Revel, the “Company”), (iii) each of the undersigned creditors party to and/or a holder of, or the investment advisor or manager to a beneficial or legal holder or holders of (and in such capacity having the power to bind such holder), certain indebtedness of Revel incurred under (A) the 2012 Credit Agreement (as defined below) (the “2012 Credit Agreement Consenting Lenders”), (B) the Term Loan Credit Agreement (as defined below) (the “Term Loan Credi
REVEL AC, INC. SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • December 27th, 2012 • Revel AC, Inc. • Hotels & motels • New York
This SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is dated as of December 20, 2012, and entered into among Revel AC, Inc., a Delaware corporation (the “Borrower”), the Guarantors party to the Credit Agreement, the Lenders party hereto, and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, the “Collateral Agent”). Reference is made to the Credit Agreement dated as of May 3, 2012 (as amended pursuant to that certain First Amendment to Credit Agreement, dated as of August 22, 2012, that certain Incremental Facility Amendment, dated as of August 22, 2012, and that certain Incremental Facility Amendment, dated as of August 27, 2012; as so amended, the “Credit Agreement”), among the Borrower, the Guarantors, the Lenders party thereto, the Administrative Agent, the Collateral Agent and the other parties thereto. Capitalized terms used herein without definition shall have the same meanings as
REVEL AC, INC. OMNIBUS AMENDMENT (SIXTH AMENDMENT TO 2012 CREDIT AGREEMENT AND FIRST AMENDMENT TO DISBURSEMENT AGREEMENT)Credit Agreement • March 6th, 2013 • Revel AC, Inc. • Hotels & motels • New York
This OMNIBUS AMENDMENT (SIXTH AMENDMENT TO 2012 CREDIT AGREEMENT AND FIRST AMENDMENT TO DISBURSEMENT AGREEMENT) (this “Amendment”) is dated as of February 28, 2013, and entered into among Revel AC, Inc., a Delaware corporation (the “Borrower”), the Guarantors, the 2012 Lenders (as defined below) party hereto, the Term Loan Lenders (as defined below) party hereto, and JPMorgan Chase Bank, N.A., as administrative agent under the 2012 Credit Agreement (as defined below) (in such capacity, the “2012 Agent”), issuing bank under the 2012 Credit Agreement (in such capacity, the “Issuing Bank”), administrative agent under the Term Loan Credit Agreement (as defined below) (in such capacity, the “Term Loan Agent”) and disbursement agent under the Disbursement Agreement (as defined below) (in such capacity, the “Disbursement Agent”).
REVEL AC, INC., as obligor AND REVEL AC, LLC REVEL ATLANTIC CITY, LLC REVEL ENTERTAINMENT GROUP, LLC and NB ACQUISITION, LLC, as guarantors 12% SECOND LIEN NOTES DUE 2018 SECOND SUPPLEMENTAL INDENTURE Dated as of December 20, 2012 Supplementing the...Supplemental Indenture • December 27th, 2012 • Revel AC, Inc. • Hotels & motels • New York
THIS SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”), dated as of December 20, 2012, is entered into by and among Revel AC, Inc., a Delaware corporation (“Revel”), as obligor, and Revel AC, LLC, a Delaware limited liability company, Revel Atlantic City, LLC, a New Jersey limited liability company, Revel Entertainment Group, LLC, a New Jersey limited liability company, and NB Acquisition, LLC, a New Jersey limited liability company, as guarantors (the “Guarantors”), and U.S. Bank National Association, as trustee (the “Trustee”), under the Indenture, dated as of February 17, 2011 (as supplemented to date, the “Indenture”) by and among Revel, the Guarantors and the Trustee. Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to them in the Indenture.
REVEL AC, INC. FIFTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • February 19th, 2013 • Revel AC, Inc. • Hotels & motels • New York
This FIFTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is dated as of February 12, 2013, and entered into among Revel AC, Inc., a Delaware corporation (the “Borrower”), the Guarantors, the Lenders party hereto and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and as issuing bank (in such capacity, the “Issuing Bank”). Reference is made to the Credit Agreement dated as of May 3, 2012 (as amended pursuant to that certain First Amendment to Credit Agreement, dated as of August 22, 2012, that certain Incremental Facility Amendment, dated as of August 22, 2012, that certain Incremental Facility Amendment, dated as of August 27, 2012, that certain Second Amendment to Credit Agreement, dated as of December 20, 2012; that certain Third Amendment to Credit Agreement, dated as of January 30, 2013; and that certain Fourth Amendment to Credit Agreement, dated as of February 5, 2013, as so amended, the “Credit Agreement”), among the Borrower,
Executive Transition AgreementExecutive Transition Agreement • March 19th, 2013 • Revel AC, Inc. • Hotels & motels • Delaware
This EXECUTIVE TRANSITION AGREEMENT (“Agreement”) is entered into as of the 19th day of March, 2013 by Kevin DeSanctis and Michael C. Garrity (collectively, the “Executives”) and REVEL AC, Inc., a Delaware corporation, REVEL AC, LLC, a Delaware limited liability company, REVEL Entertainment Group, LLC, a New Jersey limited liability company, REVEL Atlantic City LLC, a New Jersey limited liability company and NB Acquisition, LLC, a New Jersey limited liability company (collectively, the “Filing Entities” or the “Company”).
FIRST AMENDMENT TO RESTRUCTURING SUPPORT AGREEMENTRestructuring Support Agreement • March 14th, 2013 • Revel AC, Inc. • Hotels & motels • New York
This FIRST AMENDMENT TO RESTRUCTURING SUPPORT AGREEMENT (this “Amendment”), dated as of March 8, 2013, is by and among (i) Revel AC, Inc. (“Revel”), in its capacity as borrower under the 2012 Credit Agreement and the Term Loan Credit Agreement and issuer under the Indenture (each as defined in the RSA), (ii) Revel AC, LLC, Revel Atlantic City, LLC, Revel Entertainment Group, LLC and NB Acquisition LLC, each in its capacity as a guarantor under the 2012 Credit Agreement, the Term Loan Credit Agreement, and the Indenture (the “Guarantors” and, together with Revel, the “Company”), (iii) each of the undersigned creditors party to and/or a holder of, or the investment advisor or manager to a beneficial or legal holder or holders of (and in such capacity having the power to bind such holder), certain indebtedness of Revel incurred under (A) the 2012 Credit Agreement (the “2012 Credit Agreement Consenting Lenders”), (B) the Term Loan Credit Agreement (the “Term Loan Credit Agreement Consentin
REVEL AC, INC. SEVENTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 22nd, 2013 • Revel AC, Inc. • Hotels & motels • New York
This SEVENTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is dated as of March 19, 2013, and entered into among Revel AC, Inc., a Delaware corporation (the “Borrower”), the Guarantors, the Lenders party hereto and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”). Reference is made to the Credit Agreement dated as of May 3, 2012 (as amended pursuant to that certain First Amendment to Credit Agreement, dated as of August 22, 2012, that certain Incremental Facility Amendment, dated as of August 22, 2012, that certain Incremental Facility Amendment, dated as of August 27, 2012, that certain Second Amendment to Credit Agreement, dated as of December 20, 2012; that certain Third Amendment to Credit Agreement, dated as of January 30, 2013; that certain Fourth Amendment to Credit Agreement, dated as of February 5, 2013; that certain Fifth Amendment to Credit Agreement, dated as of February 12, 2013; and that certain Omnibus Amendment (Sixth
SECOND AMENDMENT TO RESTRUCTURING SUPPORT AGREEMENTRestructuring Support Agreement • March 14th, 2013 • Revel AC, Inc. • Hotels & motels • New York
This SECOND AMENDMENT TO RESTRUCTURING SUPPORT AGREEMENT (this “Amendment”), dated as of March 13, 2013, is by and among (i) Revel AC, Inc. (“Revel”), in its capacity as borrower under the 2012 Credit Agreement and the Term Loan Credit Agreement and issuer under the Indenture (each as defined in the RSA), (ii) Revel AC, LLC, Revel Atlantic City, LLC, Revel Entertainment Group, LLC and NB Acquisition LLC, each in its capacity as a guarantor under the 2012 Credit Agreement, the Term Loan Credit Agreement, and the Indenture (the “Guarantors” and, together with Revel, the “Company”), (iii) each of the undersigned creditors party to and/or a holder of, or the investment advisor or manager to a beneficial or legal holder or holders of (and in such capacity having the power to bind such holder), certain indebtedness of Revel incurred under (A) the 2012 Credit Agreement (the “2012 Credit Agreement Consenting Lenders”), (B) the Term Loan Credit Agreement (the “Term Loan Credit Agreement Consent
REVEL AC, INC. THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • February 5th, 2013 • Revel AC, Inc. • Hotels & motels • New York
This THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is dated as of January 30, 2013, and entered into among Revel AC, Inc., a Delaware corporation (the “Borrower”), the Lenders party hereto and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”). Reference is made to the Credit Agreement dated as of May 3, 2012 (as amended pursuant to that certain First Amendment to Credit Agreement, dated as of August 22, 2012, that certain Incremental Facility Amendment, dated as of August 22, 2012, that certain Incremental Facility Amendment, dated as of August 27, 2012, and that certain Second Amendment to Credit Agreement, dated as of December 20, 2012; as so amended, the “Credit Agreement”), among the Borrower, the Guarantors, the Lenders party thereto, the Administrative Agent, the Collateral Agent and the other parties thereto. Capitalized terms used herein without definition shall have the same meanings as set forth in the Credit Agreement
