CREDIT AGREEMENT dated as of February 17, 2011 among REVEL AC, INC., as Borrower, THE GUARANTORS PARTY HERETO, as Guarantors, THE LENDERS PARTY HERETO and J.P. MORGAN SECURITIES LLC, as Lead Arranger and Syndication Agent, and J.P. MORGAN SECURITIES...Credit Agreement • August 22nd, 2012 • Revel Entertainment Group, LLC • New York
This CREDIT AGREEMENT (this “Agreement”) dated as of February 17, 2011 among REVEL AC, INC., a Delaware corporation (“Borrower”), the Guarantors (such term and each other capitalized term used but not defined herein having the meaning given to it in Article I), the Lenders, J.P. MORGAN SECURITIES LLC, as lead arranger (in such capacity, “Arranger”) and syndication agent (in such capacity, “Syndication Agent”), J.P. MORGAN SECURITIES LLC and MORGAN STANLEY & CO. INCORPORATED, as joint bookrunning managers (collectively in such capacity, the “Bookrunners”) and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, “Administrative Agent”) for the Lenders and as collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties.
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF REVEL ATLANTIC CITY, LLCLimited Liability Company Agreement • August 22nd, 2012 • Revel Entertainment Group, LLC • New Jersey
This Amended and Restated Limited Liability Company Agreement (the “Agreement”) of Revel Atlantic City, LLC (the “Company”), is entered into by the undersigned Member (the “Member”) as of the 17th day of February, 2011 and amends and restates the Limited Liability Company Operating Agreement of Revel Atlantic City, LLC dated as of the 20th day of July, 2006.
INTERCREDITOR AGREEMENT dated as of February 17, 2011, Between JPMORGAN CHASE BANK, N.A., as First Lien Collateral Agent, and U.S. BANK NATIONAL ASSOCIATION, as Second Lien Collateral Agent, under a Credit Agreement and Indenture for REVEL AC, INC.,...Intercreditor Agreement • August 22nd, 2012 • Revel Entertainment Group, LLC • New York
This INTERCREDITOR AGREEMENT is dated as of February 17, 2011, and entered into by and between JPMORGAN CHASE BANK, N.A., in its capacity as collateral agent for the First Lien Obligations (as defined below), including its successors and assigns from time to time (the “First Lien Collateral Agent”), and U.S. BANK NATIONAL ASSOCIATION, in its capacity as collateral agent for the Second Lien Obligations (as defined below), including its successors and assigns from time to time (the “Second Lien Collateral Agent”). Capitalized terms used herein but not otherwise defined herein have the meanings set forth in Section 1 below.
REVEL AC, INC. SECOND AMENDMENT TO MASTER DISBURSEMENT AGREEMENTMaster Disbursement Agreement • October 1st, 2012 • Revel Entertainment Group, LLC • Hotels & motels • New York
This SECOND AMENDMENT TO MASTER DISBURSEMENT AGREEMENT (this “Amendment”) is dated as of August 22, 2012, and entered into among Revel AC, Inc., a Delaware corporation (the “Borrower”), Revel Entertainment Group, LLC, a New Jersey limited liability Borrower (the “OpCo”), JPMorgan Chase Bank, N.A., as disbursement agent (the “Disbursement Agent”), JPMorgan Chase Bank, N.A., as administrative agent and collateral agent under the First Lien Credit Agreement (the “Administrative Agent”), and U.S. Bank National Association, as collateral agent under the Second Lien Indenture (the “Second Lien Collateral Agent”). Reference is made to the Master Disbursement Agreement dated as of February 17, 2011 (as amended by that certain First Amendment to Master Disbursement Agreement dated as of May 3, 2012, the “Disbursement Agreement”), among the Borrower, the OpCo, the Disbursement Agent, the Administrative Agent, and the Second Lien Collateral Agent. Capitalized terms used herein without definition
REVEL AC, INC. FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • October 1st, 2012 • Revel Entertainment Group, LLC • Hotels & motels • New York
This FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is dated as of August 22, 2012, and entered into among Revel AC, Inc., a Delaware corporation (the “Borrower”), the Guarantors party to the Credit Agreement, the Lender 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 (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 herein without definition shall have the same meanings as set forth in the Credit Agreement (as amended by this Amendment).
REVEL AC, INC. FIRST AMENDMENT TO FIRST LIEN INTERCREDITOR AGREEMENTFirst Lien Intercreditor Agreement • October 1st, 2012 • Revel Entertainment Group, LLC • Hotels & motels • New York
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, t
REVEL AC, INC. SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • October 1st, 2012 • Revel Entertainment Group, LLC • Hotels & motels • New York
This SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is dated as of August 22, 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 (the “First Amendment”), 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 herein without definition shall have the same meanings as set forth in the Credit Agreement (as amended by this Amendment).
REVEL AC, INC.Incentive Stock Option Agreement • August 22nd, 2012 • Revel Entertainment Group, LLC • Delaware
Unless otherwise defined herein, the terms defined in the 2011 Equity Incentive Plan shall have the same meanings in this Notice of Stock Option Award and the attached Stock Option Award Terms, which is incorporated herein by reference (together, the “Award Agreement”).
REVEL ENTERTAINMENT GROUP LLC EMPLOYMENT AGREEMENTEmployment Agreement • August 22nd, 2012 • Revel Entertainment Group, LLC • New Jersey
This EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into between Robert Andersen (“Executive”) and Revel Entertainment Group, LLC, a New Jersey limited liability company, with its principal place of business located at 1301 Atlantic Avenue, Suite 200, Atlantic City, New Jersey 08401 (the “Company”) as of this 16th day of June 2011.
REVEL ENTERTAINMENT GROUP LLC EMPLOYMENT AGREEMENTEmployment Agreement • August 22nd, 2012 • Revel Entertainment Group, LLC • New Jersey
This EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into between Sid Yu (“Executive”) and Revel Entertainment Group, LLC, a New Jersey limited liability company, with its principal place of business located at 1301 Atlantic Avenue, Suite 200, Atlantic City, New Jersey 08401 (the “Company”) as of this 9th day of June, 2011.
ContractIncremental • October 1st, 2012 • Revel Entertainment Group, LLC • Hotels & motels • New York
INCREMENTAL FACILITY AMENDMENT, dated as of August 27, 2012 (this “Incremental Amendment”), among REVEL AC, INC., a Delaware corporation (the “Borrower”), certain subsidiaries of Borrower party hereto (collectively, the “Guarantors” and each a “Guarantor”), JPMORGAN CHASE BANK, N.A., as administrative agent and collateral agent (in such capacities, the “Agent”), and Wells Fargo Principal Lending, LLC (the “Additional Lender”), to the Credit Agreement, dated as of May 3, 2012 (as amended as of August 22, 2012 and as further amended, restated, supplemented or otherwise modified from tine to time, the “Credit Agreement”) among the Borrower, the Guarantors, the Agent, each lender from time to time party thereto (collectively, the “Lenders” and each, a “Lender”) and the other parties thereto. Capitalized terms used herein without definition shall have the same meanings as set forth in the Credit Agreement.
EMPLOYMENT AGREEMENTEmployment Agreement • August 22nd, 2012 • Revel Entertainment Group, LLC • New York
This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of this 13th day of May, 2011 by and between Michael C. Garrity (the “Executive”) and Revel AC, Inc., a Delaware corporation (“AC, Inc.”), Revel AC, LLC, a Delaware limited liability company which is managed by its sole member, AC, Inc. (“AC, LLC”), Revel Entertainment Group, LLC, a New Jersey limited liability company which is managed by its sole member AC, LLC (the “Company”), Revel Atlantic City, LLC, a New Jersey limited liability company which is managed by its sole member, AC, LLC (“Revel Atlantic City”), and NB Acquisition, LLC, a New Jersey limited liability company which is managed by its sole member, the Company (“NB”). As used herein, AC, Inc., AC, LLC, Revel Atlantic City and NB are collectively referred to as the “Guarantors”, and AC, Inc., AC, LLC, the Company, Revel Atlantic City and NB are collectively referred to herein as the “Revel Entities.”
ContractRevel Entertainment Group, LLC • August 22nd, 2012 • New York
INCREASE JOINDER, dated as of May 3, 2012 (this “Increase Joinder”), among REVEL AC, INC., a Delaware corporation (the “Borrower”), certain subsidiaries of Borrower party hereto (collectively, the “Guarantors” and each a “Guarantor”), JPMORGAN CHASE BANK, N.A., as administrative agent and collateral agent (in such capacities, the “Agent”), and each lender party hereto (each, individually, an “Increase Lender” and, collectively, the “Increase Lenders”), to the Credit Agreement, dated as of February 17, 2011 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) among the Borrower, the Guarantors, the Agent, each lender from time to time party thereto (collectively, the “Lenders” and each, a “Lender”) and the other parties thereto. Capitalized terms used herein without definition shall have the same meanings as set forth in the Credit Agreement.
SECOND AMENDMENT TO TRADEMARK LICENSE AGREEMENT BETWEEN REVEL GROUP, LLC, AS LICENSOR, AND REVEL ENTERTAINMENT GROUP, LLC, AS LICENSEETrademark License Agreement • August 22nd, 2012 • Revel Entertainment Group, LLC • New York
This SECOND AMENDMENT TO TRADEMARK LICENSE AGREEMENT (this “Amendment”) is dated as of August 22, 2012, and entered into by Revel Group, LLC a Delaware limited liability company (the “Licensor”) and Revel Entertainment Group, LLC, a New Jersey limited liability company (the “Licensee”). Reference is made to the Trademark License Agreement dated as of February 17, 2011 (as amended pursuant to that certain First Amendment to Trademark License Agreement dated as of July 24, 2012, the “License Agreement”), by and between Licensor and Licensee. Capitalized terms used herein without definition shall have the same meanings as set forth in the License Agreement.
FIRST AMENDMENT TO TRADEMARK LICENSE AGREEMENT BETWEEN REVEL GROUP, LLC AS LICENSOR AND REVEL ENTERTAINMENT GROUP, LLC AS LICENSEETrademark License Agreement • August 22nd, 2012 • Revel Entertainment Group, LLC
This FIRST AMENDMENT TO TRADEMARK LICENSE AGREEMENT; dated as of July 24, 2012, is by and between Revel Group, LLC, a Delaware limited liability company, and Revel Entertainment Group, LLC, a New Jersey limited liability company.
REVEL AC, INC. FIRST AMENDMENT TO MASTER DISBURSEMENT AGREEMENTMaster Disbursement Agreement • August 22nd, 2012 • Revel Entertainment Group, LLC • New York
This FIRST AMENDMENT TO MASTER DISBURSEMENT AGREEMENT (this “Amendment”) is dated as of May 3, 2012, and entered into among Revel AC, Inc., a Delaware corporation (the “Borrower”), Revel Entertainment Group, LLC, a New Jersey limited liability Borrower (the “OpCo”), JPMorgan Chase Bank, N.A., as disbursement agent (the “Disbursement Agent”), JPMorgan Chase Bank, N.A., as administrative agent and collateral agent under the First Lien Credit Agreement (the “Administrative Agent”), and U.S. Bank National Association, as collateral agent under the Second Lien Indenture (the “Second Lien Collateral Agent”). Reference is made to the Master Disbursement Agreement dated as of February 17, 2011 (the “Disbursement Agreement”), among the Borrower, the OpCo, the Disbursement Agent, the Administrative Agent, and the Second Lien Collateral Agent. Capitalized terms used herein without definition shall have the same meanings as set forth in the Disbursement Agreement (as amended by this Amendment).
MASTER DISBURSEMENT AGREEMENT among JPMORGAN CHASE BANK, N.A., as Disbursement Agent and JPMORGAN CHASE BANK, N.A., as Administrative Agent and JPMORGAN CHASE BANK, N.A., as First Lien Collateral Agent and as Second Lien Collateral Agent and REVEL AC,...Disbursement Agreement • August 22nd, 2012 • Revel Entertainment Group, LLC • New York
This MASTER DISBURSEMENT AGREEMENT (as amended, supplemented, restated or otherwise modified from time to time, this “Agreement”) is dated as of February 17, 2011 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., as administrative agent and collateral agent under the First Lien Credit Agreement (as defined below) (together with its successors and assigns from time to time under the First Lien Credit Agreement, the “Administrative Agent”), 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, LLC, a New Jersey limited liability company (the “OpCo”). Capitalized terms used herein have the m
Joinder AgreementJoinder Agreement • August 22nd, 2012 • Revel Entertainment Group, LLC • New York
WHEREAS, Revel AC, Inc., a Delaware corporation (the “Issuer”), Revel AC, LLC, a Delaware limited liability company, and the Purchaser named therein (the “Purchaser”) have executed and delivered a Securities Purchase Agreement, dated February 16, 2011 (the “Securities Purchase Agreement”), providing for the issuance and sale of the Units (as defined therein); and
ContractIncremental Facility • August 22nd, 2012 • Revel Entertainment Group, LLC • New York
INCREMENTAL FACILITY AMENDMENT, dated as of August 22, 2012 (this “Incremental Amendment”), among REVEL AC, INC., a Delaware corporation (the “Borrower”), certain subsidiaries of Borrower party hereto (collectively, the “Guarantors” and each a “Guarantor”), JPMORGAN CHASE BANK, N.A., as administrative agent and collateral agent (in such capacities, the “Agent”), and each lender party hereto (each, individually, an “Additional Lender” and, collectively, the “Additional Lenders”), to the Credit Agreement, dated as of May 3, 2012 (as amended as of August 22, 2012 and as further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) among the Borrower, the Guarantors, the Agent, each lender from time to time party thereto (collectively, the “Lenders” and each, a “Lender”) and the other parties thereto. Capitalized terms used herein without definition shall have the same meanings as set forth in the Credit Agreement.
REGISTRATION RIGHTS AGREEMENT Dated as of February 17, 2011 by and among REVEL AC, INC., THE GUARANTORS LISTED ON SCHEDULE I HERETO and THE PURCHASERS LISTED ON SCHEDULE II HERETORegistration Rights Agreement • August 22nd, 2012 • Revel Entertainment Group, LLC • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of February 17, 2011, by and among Revel AC, Inc., a Delaware corporation (the “Issuer”), the guarantors listed on Schedule I hereto (collectively, the “Guarantors”) and the purchasers of the Initial Notes (as defined below) listed on Schedule II hereto (each, a “Purchaser” and collectively, the “Purchasers”), who have agreed to purchase the Issuer’s 12% Second Lien Notes due 2018 being issued on the date hereof (the “Initial Notes”), pursuant to the Purchase Agreements (as defined below).
STATE ECONOMIC REDEVELOPMENT AND GROWTH INCENTIVE GRANT AGREEMENTProject Grant Agreement • August 22nd, 2012 • Revel Entertainment Group, LLC • New Jersey
THIS STATE ECONOMIC REDEVELOPMENT AND GROWTH INCENTIVE GRANT AGREEMENT (“Agreement”) is made and entered into, as of February 11, 2011, by and among REVEL ENTERTAINMENT GROUP, LLC, a New Jersey limited liability company, having an address of 1301 Atlantic Avenue, Suite 200, Atlantic City, New Jersey 08401; and (solely for purposes of Section V(6) below) REVEL AC, INC., a Delaware corporation (the “Issuer,” and together with Revel Entertainment Group, LLC, the “Developer”); and the NEW JERSEY ECONOMIC DEVELOPMENT AUTHORITY (“Authority”), and the TREASURER OF THE STATE OF NEW JERSEY (“State Treasurer”), and shall be effective as of the date that a fully executed original of this Agreement is returned to Developer (the “Effective Date”).
REVEL AC, INC. STOCK RESTRICTION AGREEMENTStock Restriction Agreement • August 22nd, 2012 • Revel Entertainment Group, LLC • Delaware
Revel AC, Inc., a Delaware corporation (the “Company”) and the Stockholder hereby agree as follows in connection shares of common stock of the Company specified below. The terms and conditions attached hereto are also a part hereof.
TRADEMARK LICENSE AGREEMENTTrademark License Agreement • August 22nd, 2012 • Revel Entertainment Group, LLC • New York
This TRADEMARK LICENSE AGREEMENT (this “Agreement”), dated as of February 17,th 2011 (“Effective Date”), is by and between Revel Group, LLC, a Delaware limited liability company (“Licensor”), and Revel Entertainment Group, LLC, a New Jersey limited liability company (“Licensee”).
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.,...First Lien Intercreditor Agreement • August 22nd, 2012 • Revel Entertainment Group, LLC • New York
THIS MEMORANDUM OF FIRST LIEN INTERCREDITOR AGREEMENT (this “Memorandum”) made as of May 3, 2012, by and 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 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”).
GROUND LEASEGround Lease • August 22nd, 2012 • Revel Entertainment Group, LLC
This GROUND LEASE (“Lease”), is made and effective as of February 17, 2011 (the “Commencement Date”), by and between Revel Atlantic City, LLC, a New Jersey limited-liability company (“Lessor”), and Revel Entertainment Group, LLC, a New Jersey limited liability company (“Lessee”) (collectively, the “Parties,” and each sometimes singularly, a “Party”), with reference to the following facts:
ContractIncremental Facility • October 1st, 2012 • Revel Entertainment Group, LLC • Hotels & motels • New York
INCREMENTAL FACILITY AMENDMENT, dated as of August 22, 2012 (this “Incremental Amendment”), among REVEL AC, INC., a Delaware corporation (the “Borrower”), certain subsidiaries of Borrower party hereto (collectively, the “Guarantors” and each a “Guarantor”), JPMORGAN CHASE BANK, N.A., as administrative agent and collateral agent (in such capacities, the “Agent”), and each lender party hereto (each, individually, an “Additional Lender” and, collectively, the “Additional Lenders”), to the Credit Agreement, dated as of May 3, 2012 (as amended as of August 22, 2012 and as further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) among the Borrower, the Guarantors, the Agent, each lender from time to time party thereto (collectively, the “Lenders” and each, a “Lender”) and the other parties thereto. Capitalized terms used herein without definition shall have the same meanings as set forth in the Credit Agreement.
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 FIRST SUPPLEMENTAL INDENTURE Dated as of August 22, 2012 Supplementing the...First Supplemental Indenture • August 22nd, 2012 • Revel Entertainment Group, LLC • New York
THIS FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated as of August 22, 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 “Initial Guarantors”), and U.S. Bank National Association, as trustee (the “Trustee”), under the Indenture, dated as of February 17, 2011 (the “Indenture”) by and among Revel, the Initial Guarantors and the Trustee. Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to them in the Indenture.
WARRANT AGREEMENTWarrant Agreement • August 22nd, 2012 • Revel Entertainment Group, LLC • New York
This WARRANT AGREEMENT (as amended, supplemented, amended and restated or otherwise modified from time to time, this “Agreement”), dated as of February 17, 2011, by and between Revel AC, Inc., a Delaware corporation (the “Company”), and U.S. Bank National Association, a national banking association, as warrant agent (in such capacity, together with any successor appointed pursuant to Section 9.1.1 hereof, the “Warrant Agent”).
PURCHASE AND SALE AGREEMENT BY AND AMONG REVEL HOLDING, LLC REVEL ACQUISITION, LLC AND KEVIN G. DESANCTIS SIGNING DOCUMENTS January 24, 2011Purchase and Sale Agreement • August 22nd, 2012 • Revel Entertainment Group, LLC • Delaware
This PURCHASE AND SALE AGREEMENT, dated as of January 24, 2011 (this “Agreement”), is by and among Revel Holding, LLC, a Delaware limited liability company (“Seller”), Revel Acquisition, LLC, a Delaware limited liability company (“Purchaser”), and, with respect to Section 5.4, Section 5.6, Article VI Article IX and Section 10.13 only, Kevin G. DeSanctis, an individual (“DeSanctis”).
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 INDENTURE Dated as of February 17, 2011 U.S. BANK NATIONAL ASSOCIATION TrusteeIndenture • August 22nd, 2012 • Revel Entertainment Group, LLC
INDENTURE, dated as of February 17, 2011, 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 “Initial Guarantors”), and U.S. Bank National Association, as trustee (the “Trustee”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 22nd, 2012 • Revel Entertainment Group, LLC • New York
This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of this 17th day of February, 2011 by and between Kevin DeSanctis (the “Executive”) and Revel AC, Inc., a Delaware corporation (“AC, Inc.”), Revel AC, LLC f/k/a Revel Acquisition, LLC, a Delaware limited liability company which is managed by its sole member, AC, Inc. (“AC, LLC”), Revel Entertainment Group, LLC, a New Jersey limited liability company which is managed by its sole member AC, LLC (the “Company”), Revel Atlantic City, LLC, a New Jersey limited liability company which is managed by its sole member, AC, LLC (“Revel Atlantic City”), and NB Acquisition, LLC, a New Jersey limited liability company which is managed by its sole member, the Company (“NB”). As used herein, AC, Inc., AC, LLC, Revel Atlantic City and NB are collectively referred to as the “Guarantors”, and AC, Inc., AC, LLC, the Company, Revel Atlantic City and NB are collectively referred to herein as the “Revel Entities.”.
CONTRIBUTION AGREEMENTContribution Agreement • August 22nd, 2012 • Revel Entertainment Group, LLC • Delaware
THIS CONTRIBUTION AGREEMENT, dated this 7th day of February, 2011, by and among Kevin DeSanctis (“DeSanctis”), and Revel AC, Inc., a Delaware corporation (“Revel”).
REVEL AC, INC. FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • August 22nd, 2012 • Revel Entertainment Group, LLC • New York
This FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is dated as of May 3, 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. Reference is made to the Credit Agreement dated as of February 17, 2011 (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 herein without definition shall have the same meanings as set forth in the Credit Agreement (as amended by this Amendment).
REVEL ENTERTAINMENT GROUP LLC EMPLOYMENT AGREEMENTEmployment Agreement • August 22nd, 2012 • Revel Entertainment Group, LLC • New Jersey
This EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into between Alan Greenstein (“Executive”) and Revel Entertainment Group, LLC, a New Jersey limited liability company, with its principal place of business located at 1301 Atlantic Avenue, Suite 200, Atlantic City, New Jersey 08401 (the “Company”) as of this 9 day of June 2011.
SECURITYHOLDERS’ AGREEMENTRegistration Rights Agreement • August 22nd, 2012 • Revel Entertainment Group, LLC • New York
THIS SECURITYHOLDERS’ AGREEMENT (this “Agreement”), dated as of February 17, 2011, is made and entered into by and among REVEL AC, INC., a Delaware corporation (together with its permitted transferees, the “Company”), Revel Group, LLC, a Delaware limited liability company (together with members of the Company’s management and other permitted transferees, the “Management Stockholder”), and the holders (collectively, the “Holders”) of Warrants (as defined below) and Warrant Shares (as defined below) from time to time (the Holders, together with the Management Stockholder, the “Securityholders”). Certain capitalized terms used herein have the respective meanings set forth in Section XIX.A. hereof.
