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).
ContractIncremental Facility Amendment • 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.
ContractIncremental Facility Amendment • 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.
