UNITED STATES SECURITIES AND EXCHANGE COMMISSION. Washington, D.C FORM 8-K CURRENT REPORT

Transcription

1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 27, 2012 (December 20, 2012) Revel AC, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 500 Boardwalk, Atlantic City, New Jersey (Address of principal executive offices of each registrant) (Zip Code) (609) (Registrant s telephone number, including area code) (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR ) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR e-4(c))

2 Item 1.01 Entry into a Material Definitive Agreement. Amendment to Revolving Credit Agreement On December 20, 2012, Revel AC, Inc. (the Company ) entered into a second amendment (the Second Amendment ) to the Credit Agreement, dated as of May 3, 2012 (as amended by 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, the Revolving Credit Agreement, and as amended by the Second Amendment, the Amended Revolving Credit Agreement ), among the Company, the guarantors party thereto, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and the other parties thereto. The Second Amendment amends the Revolving Credit Agreement to, among other things, provide for a new $125.0 million term loan and an increase of $25.0 million in revolving commitments (the new financing ). On December 20, 2012, the Company borrowed $125.0 million in term loans pursuant to the Amended Revolving Credit Agreement, and used a portion of the term loan proceeds to repay outstanding revolving loans. The Amended Revolving Credit Agreement requires that the Company maintain compliance with certain financial covenants, including a consolidated leverage ratio covenant, a consolidated interest coverage ratio covenant, and a minimum EBITDA covenant, subject to the terms provided in the Amended Revolving Credit Agreement. In addition, the Amended Revolving Credit Agreement restricts the Company s ability to, among other things, (a) incur additional indebtedness, (b) pay dividends, prepay subordinated indebtedness or purchase capital stock, (c) encumber assets, (d) enter into business combinations or divest assets and (e) make investments or loans, subject in each case to certain exceptions or excluded amounts. The Company believes it is unlikely that it will generate sufficient EBITDA to meet such financial maintenance covenants when next tested with respect to the period ending June 30, The failure to meet such financial maintenance covenants will result in an event of default under the Amended Revolving Credit Agreement, if such financial maintenance covenants are not amended or waived by the requisite lenders. Term Loan The term loan under the Amended Revolving Credit Agreement bears interest at a rate per annum which, at our option, can be either: (i) the Eurodollar rate (subject to a floor of 1%) plus a margin of 9.00%; or (ii) a base rate (subject to a floor of 2%) plus a margin of 8.00%. If a payment or insolvency default shall have occurred and be continuing, the term loan under the Amended Revolving Credit Agreement bears interest at the otherwise applicable rate plus 2.00% per annum. Proceeds from the term loan not used to repay certain revolving loans on the date of the Second Amendment are available to pay certain development costs of Revel, the Company s Las Vegas-style, beachfront entertainment resort and casino located on the Boardwalk in the south inlet of Atlantic City, New Jersey ( Revel ), subject to certain funding conditions, investment requirements and other provisions set forth in the Amended Revolving Credit Agreement. All term loan borrowings under the Amended Revolving Credit Agreement are required to be repaid on May 22, The term loan under the Amended Revolving Credit Agreement will amortize in quarterly installments of 0.25% of the original principal of the term loan. Voluntary prepayments of loans under the new term loan are permitted in agreed minimum amounts on or after December 20, 2013, subject to reimbursement of the lenders breakage and redeployment costs in the case of prepayment of Eurodollar rate loans. We are required to prepay the term loans with (a) net proceeds from asset sales and certain upfront payments under joint venture arrangements, (b) net proceeds from certain debt issuances,

3 (c) net proceeds from casualty events and damages or settlements of certain construction or other tort claims, and (d) excess cash flow, in each case, subject to certain basket amounts, reinvestment rights and other provisions set forth in the Amended Revolving Credit Agreement. Any term loans paid or prepaid may not be reborrowed. The term loan under the Amended Revolving Credit Agreement is guaranteed by certain of the Company s existing and future subsidiaries. The term loan under the Amended Revolving Credit Agreement and guarantees thereof are secured by a first priority security interest in substantially all of our assets, subject to certain exceptions set forth in the definitive documentation for the Amended Revolving Credit Agreement. Revolving Loans The revolving loans under the Amended Revolving Credit Agreement bear interest at a rate per annum which, at our option, can be either: (i) the Eurodollar rate (subject to a floor of 1%) plus a margin of 7.50%; or (ii) a base rate (subject to a floor of 2%) plus a margin of 6.50%. If a payment or insolvency default shall have occurred and be continuing, the revolver loans under the Amended Revolving Credit Agreement bear interest at the otherwise applicable rate plus 2.00% per annum. Revolving loans under the Amended Revolving Credit Agreement are available, subject to the Minimum Liquidity Threshold (as defined below), for working capital, general corporate purposes and for certain capital expenditures as specified in the Amended Revolving Credit Agreement. Unused amounts under the revolving commitments are subject to a per annum fee of 4%. All revolving loans under the Amended Revolving Credit Agreement are required to be repaid by May 22, If the term loan under the Amended Revolving Credit Agreement has been paid in full, then the Company is required to prepay its revolving loans (with a dollar for dollar reduction in commitments) on the same terms as the mandatory prepayments for the term loan under the Amended Revolving Credit Agreement. Voluntary prepayments of revolving loans under the Amended Revolving Credit Agreement are permitted and may be reborrowed. Revolving commitments under the Amended Revolving Credit Agreement may not be terminated prior to December 20, 2013 without requisite lender consent. The revolving loans under the Amended Revolving Credit Agreement are guaranteed by the Company s existing and future subsidiaries. The revolving loans under the Amended Revolving Credit Agreement and the guarantees thereof are generally secured by a first priority or first out security interest in substantially all of the Company s assets, subject to certain exceptions set forth in the definitive documentation for the Amended Revolving Credit Agreement. As of December 26, 2012, the Company had outstanding approximately $23,200,000 of new revolving loans. The Company s ability to borrow additional amounts under revolving loans is subject to satisfaction of certain conditions, including compliance with its financial and other covenants under the Amended Revolving Credit Agreement. In addition, the availability of revolving loans under the Amended Revolving Credit Agreement is restricted by requiring the sum of the unused revolving commitments plus the lesser of (1) $5,000,000 and (2) cash and cash equivalents (excluding cage cash and certain other escrow or blocked accounts), to be greater than the sum of the Minimum Liquidity Thresholds (as defined below) and certain reserves associated with amenities capital expenditures. Minimum Liquidity Thresholds means from December 20, 2012 through February 15, 2013, $75,000,000; from February 16, 2013 through April 15, 2013, $50,000,000; from April 16, 2013 through May 15, 2013, $45,000,000; and from May 16, 2013 through July 1, 2013, $20,000,000. Minimum Liquidity Thresholds decrease for certain periods of time to fund cage cash obligations and can be adjusted upwards in respect of amounts received relating to cost efficiencies or other savings, subject to the terms provided in the Amended Revolving Credit Agreement.

4 Certain lenders and agents under the Amended Revolving Credit Agreement, and certain of their respective affiliates, have performed investment banking, commercial lending and advisory services for the Company and its affiliates, from time to time, for which they have received customary fees and expenses. These parties may, from time to time, engage in transactions with, and perform services for, the Company and its affiliates in the ordinary course of their business. The foregoing description is not complete and is qualified in its entirety by the Second Amendment, which is filed herewith as Exhibit 10.1 and incorporated herein by this reference. Amendment to First Lien Credit Agreement On December 20, 2012, the Company entered into a third amendment (the Third Amendment ) 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, the First Lien Credit Agreement ), among the Company, the guarantors party thereto, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and the other parties thereto. The Third Amendment amends the First Lien Credit Agreement to, among other things, permit the new financing and certain capital expenditures. The First Lien Credit Agreement contains covenant restrictions and financial maintenance covenants substantially similar to the Amended Revolving Credit Agreement, excluding the covenants relating to liquidity requirements described above. The foregoing description is not complete and is qualified in its entirety by the Third Amendment, which is filed herewith as Exhibit 10.2 and incorporated herein by this reference. Amendment to First Lien Intercreditor Agreement On December 20, 2012, the Company entered into a second amendment (the Second Amendment to First Lien Intercreditor Agreement ) to the Intercreditor Agreement, dated as of May 3, 2012 (as amended by that certain First Amendment to First Lien Intercreditor Agreement, dated as of August 22, 2012, the First Lien Intercreditor Agreement ), among the Company, each subsidiary of the Company party thereto, JPMorgan Chase Bank, N.A., as collateral agent for the First Lien Secured Parties (as defined therein), JPMorgan Chase Bank, N.A., as administrative agent and collateral agent for the Revolving Secured Parties (as defined therein), JPMorgan Chase Bank, N.A., as administrative agent and collateral agent for the Term Loan Secured Parties (as defined therein), and the other parties thereto. The Second Amendment to First Lien Intercreditor Agreement amends the First Lien Intercreditor Agreement to, among other things, make certain technical changes in connection with the new financing. The foregoing description is not complete and is qualified in its entirety by the Second Amendment to First Lien Intercreditor Agreement, which is filed herewith as Exhibit 10.3 and incorporated herein by this reference. Amended and Restated Master Disbursement Agreement On December 20, 2012, in connection with the amendments described herein related to the Company s debt facilities, the Company entered into an Amended and Restated Master Disbursement Agreement (the Amended and Restated Disbursement Agreement ), among the Company, Revel Entertainment Group, LLC, JPMorgan Chase Bank, N.A., as disbursement agent, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent under the First Lien Credit Agreement, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent under the Amended Revolving Credit Agreement and U.S. Bank National Association, as collateral agent under the Indenture (as defined below), which amended and restated that certain Master Disbursement Agreement dated February 17, 2011 (as amended). The Amended and Restated Disbursement Agreement, among other things, sets forth the terms and conditions applicable to the close out of the construction costs for Revel.

5 The foregoing description is not complete and is qualified in its entirety by the Amended and Restated Disbursement Agreement, which is filed herewith as Exhibit 10.4 and incorporated herein by this reference. Second Supplemental Indenture for the 12% Second Lien Notes due 2018 On December 20, 2012, the Company entered into a Second Supplemental Indenture (the Second Supplemental Indenture ) to the Indenture, dated as of February 17, 2011 (as amended by that certain First Supplemental Indenture, dated as of August 22, 2012, the Indenture ), among the Company, the guarantors party thereto and U.S. Bank National Association, as trustee, under which the Company s 12% Second Lien Notes due 2018 were issued. The Second Supplemental Indenture amends the Indenture to, among other things, permit the new financing. The foregoing description is not complete and is qualified in its entirety by the Second Supplemental Indenture, which is filed herewith as Exhibit 4.1 and incorporated herein by this reference. In connection with the new financing, on December 20, 2012, the Company and Revel Group, LLC agreed to use their reasonable best efforts to seek approval from the applicable governmental authorities under the New Jersey Casino Control Act and the regulations promulgated thereunder (the New Jersey Gaming Authorities ) to, upon written request to the Company by the holders of a majority of the Company s warrants (the Warrants ) or, after the Warrants are exercised, a majority of the shares of common stock of the Company issuable on exercise of the Warrants (the Warrant Shares ), as the case may be, enable the Company to amend that certain Securityholders Agreement, dated as of February 17, 2011, among the Company, Revel Group, LLC and the holders of the Warrants and Warrant shares (the Warrantholders ) and such other organizational documents of the Company as may be necessary to, among other things: (i) give the Warrantholders the right to designate an additional director on the Company s board of directors (the Board ), subject to certain conditions and restrictions, and to approval by the Management Directors (as defined in the Securityholders Agreement), not to be unreasonably withheld; and (ii) provide for increased director voting rights for the Management Directors (as defined in the Securityholders Agreement) or, as designated by Kevin DeSanctis, other directors of the Company, in the event of a deadlock of the Board of Directors or should Kevin DeSanctis be unable to vote as a director of the Company for any reason. Following the effectiveness of such amendments, which are subject to, among other things, approval from the New Jersey Gaming Authorities, the Warrantholders would have the right to designate three of six directors of the Company. Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in Item 1.01 is incorporated herein by reference. Item 3.03 Material Modification to Rights of Security Holders. The information set forth in Item 1.01 under the heading Amended and Restated Master Disbursement Agreement and Second Supplemental Indenture for the 12% Second Lien Notes due 2018 is incorporated herein by reference. Item 7.01 Regulation FD Disclosure. In connection with the new financing, the Company issued a press release dated December 27, 2012, a copy of which is filed herewith as Exhibit 99.1 and incorporated herein by this reference.

6 The Company is also disclosing under Item 7.01 of this Current Report on Form 8-K the information filed herewith as Exhibit 99.2, which is incorporated herein by this reference. The results of operations for the months of October and November 2012 were provided to the Company s lenders in connection with the new financing. The information in Exhibit 99.2 has not been previously reported and is based on the Company s internal unaudited consolidated monthly accounts prepared by the Company s management for the periods presented. Hurricane Sandy and its aftermath has had a significant impact on the Company s results of operations for the months of October and November The presented financial information should not be regarded as an indication, forecast or representation by the Company or any other person regarding the future results of operations for the quarterly period ending December 31, 2012 or the fiscal year ending December 31, Forward-Looking Statements Certain information included in this Current Report on Form 8-K contains statements that are forward-looking, including, but not limited to, statements relating to the Company s future plans and projects and expectations of future results of operations, liquidity, cash needs and financial condition. Any statements contained in this release that are not statements of historical fact may be deemed to be forward-looking statements. These statements can be identified by the use of forward-looking terminology such as believes, estimates, expects, intends, may, will, should, guidance or anticipates or the negative or other variation of these or similar words, or by discussions of future events, strategies or risks and uncertainties. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, they are inherently subject to risks, uncertainties and assumptions about the Company s subsidiaries and the Company, and you should not place undue reliance on such forward-looking statements. The Company s forward-looking statements are qualified in their entirety by reference to the factors listed immediately below. Important factors that could cause actual results to differ materially from the forward-looking statements include, without limitation, risks related to the following: the Company s failure to satisfy the conditions precedent to the funding of remaining components of the financing for Revel; development costs of Revel, which could be higher than expected; the Company s substantial leverage and debt obligations; restrictions imposed by the Company s debt agreements including certain financial maintenance covenants, and the Company s ability to satisfy those covenants; the Company s limited operating history and difficulties frequently encountered by companies in early stages of substantial real estate development and gaming projects or the establishment of a new business enterprise; the Company s ability to generate sufficient revenues or cash flow to meet the Company s operating needs or other obligations; the Company s dependence, as a holding company, upon the operations of its subsidiaries; the Company s dependence on a single property and a single gaming market; the availability and sufficiency of the Company s insurance coverage; the Company s operational strategy, which differs from that of many existing local competitors; the Company s dependence on its Chief Executive Officer, Kevin DeSanctis, and other key personnel; continued declines in gaming revenues and gross gaming profits for Atlantic City casinos; continued weakness and further weakening in global economic conditions and the financial and credit markets; other economic, competitive, demographic, business and other conditions in the Company s local and regional markets; extensive regulation from governmental authorities, including gaming authorities, and adverse changes or developments in laws or regulations; the ability of the Company s management stockholders to exert significant control over the Company s future direction; terms of certain agreements between the Company and the holders of the Company s outstanding warrants, which prohibit the Company from taking certain actions without the prior consent

7 of the Warrant holders or the directors designated by the Warrant holders or at all, and provide certain other rights which could impede the Company s ability to raise additional equity capital or take certain other actions; and other risks detailed in the Company s filings with the Securities and Exchange Commission, which are available at All subsequent written and oral forward-looking statements attributable to the Company or persons acting on the Company s behalf are expressly qualified in their entirety by the cautionary statements included in this Current Report on Form 8-K. The Company undertakes no obligation to publicly update or revise any forward-looking statements contained herein, whether as a result of new information, future events or otherwise, except as required by law. The information in Item 7.01 of this Current Report on Form 8-K, including Exhibits 99.1 and 99.2 attached hereto, shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing. Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 4.1 Second Supplemental Indenture, dated as of December 20, 2012, among the Company, the guarantors party thereto and U.S. Bank National Association, as trustee Second Amendment to Revolving Credit Agreement, dated as of December 20, 2012, among the Company, the guarantors party thereto, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and the other parties thereto Third Amendment to First Lien Credit Agreement, dated as of December 20, 2012, among the Company, the guarantors party thereto, the lenders party thereto, J.P. Morgan Securities LLC and Morgan Stanley & Co. Incorporated, as joint bookrunning managers, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and the other parties thereto Second Amendment to First Lien Intercreditor Agreement dated as of December 20, 2012, among the Company, each subsidiary of the Company party thereto, JPMorgan Chase Bank, N.A., as collateral agent for the First Lien Secured Parties, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent for the Revolving Secured Parties, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent for the Term Loan Secured Parties, and the other parties thereto Amended and Restated Master Disbursement Agreement, dated December 20, 2012, among the Company, Revel Entertainment Group, LLC, JPMorgan Chase Bank, N.A., as disbursement agent, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent under the First Lien Credit Agreement, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent under the Amended Revolving Credit Agreement and U.S. Bank National Association, as collateral agent under the Indenture Press Release of the Company, dated December 27, Financial Information.

8 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: December 27, 2012 REVEL AC, INC. By: /s/ Alan Greenstein Name: Alan Greenstein Title: Senior Vice President, Chief Financial Officer and Treasurer

9 Exhibit 4.1 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 Indenture Dated as of February 17, 2011 U.S. BANK NATIONAL ASSOCIATION, as trustee

10 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. W I T N E S S E T H: WHEREAS, Revel, the Guarantors and the Trustee have heretofore executed and delivered the Indenture providing for the issuance by Revel of its 12% Second Lien Notes due 2018 (the Notes ); WHEREAS, on the date hereof, Revel and the Guarantors are entering into an amendment to that certain Credit Agreement, dated as of May 3, 2012 (as amended to date, the Revolving Credit Agreement ), by and among Revel, the Guarantors, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and the other parties thereto, among other amendments, to provide for $150.0 million in additional commitments; WHEREAS, Section 9.02 of the Indenture provides that, with the consent of the holders of a majority in aggregate principal amount of the Notes then outstanding, voting as a single class, Revel, the Guarantors and the Trustee may amend or supplement the Indenture; WHEREAS, in accordance with Sections 2.09 and 9.02 of the Indenture, the holders of a majority in aggregate principal amount of the Notes outstanding, voting as a single class, have duly executed a consent (the Consent ) to the amendment set forth in this Second Supplemental Indenture; WHEREAS, the Issuers have heretofore delivered or are delivering contemporaneously herewith to the Trustee (i) copies of resolutions adopted by (i) the Board of Directors of Revel, on behalf of Revel, as obligor under the Indenture and (ii) the sole member of each of the Guarantors, in each case authorizing the execution of this Second Supplemental Indenture, (iii) evidence of the written Consent and (iv) the Officers Certificate and the Opinion of Counsel described in Sections and of the Indenture; and WHEREAS, all other acts and proceedings required by law and the Indenture necessary to authorize the execution and delivery of this Second Supplemental Indenture and to make this Second Supplemental Indenture a valid and binding agreement for the purposes expressed herein, in accordance with its terms, have been complied with or have been duly done or performed. NOW, THEREFORE, in consideration of the foregoing and notwithstanding any provision of the Indenture which, absent this Second Supplemental Indenture, might operate to limit such action, the parties hereto, intending to be legally bound hereby, agree as follows: 1

11 ARTICLE ONE AMENDMENT SECTION 1.01 Amendment. (a) The following new definition is hereby added to Section 1.01 the Indenture (in its proper alphabetical location) as follows: Second Supplemental Effective Date shall mean December 20, (b) The definition of Disbursement Agreement in Section 1.01 of the Indenture is hereby amended by deleting such definition in its entirety and inserting the following in replacement therefor: Disbursement Agreement shall mean that certain Master Disbursement Agreement, dated as of February 17, 2011, among Revel, JPMorgan Chase Bank, N.A., as administrative agent under the Credit Agreement, U.S. Bank National Association, as the Trustee and the Notes Collateral Agent, and the Disbursement Agent, as amended on May 3, 2012, and as amended and restated on the Second Supplemental Effective Date, as further amended, modified or otherwise supplemented from time to time in accordance with its terms. (c) Clause (2) of the definition of Permitted Liens in Section 1.01 of the Indenture is hereby amended and restated in its entirety as follows: (2) (x) carriers, warehousemen s, mechanics, materialmen s, suppliers, repairmen s, landlord s or other similar Liens arising in the ordinary course of business for amounts which are not overdue for a period of more than 60 days or that are being contested in good faith by appropriate proceedings (in any event, so long as no foreclosure proceedings have been commenced with respect thereto or if commenced, such proceedings are stayed during the pendency of such contest); provided, that (i) adequate reserves with respect to such obligations contested in good faith are maintained on the books of Revel or any of the Restricted Subsidiaries, as applicable, to the extent required by GAAP and (ii) at any time prior to the Substantial Completion Date, the amount of Revel s and the Restricted Subsidiaries likely liability under each such Lien or claim (as determined by Revel in good faith) is reserved through an allocation in the applicable Disbursement Agent Account (as defined in the Disbursement Agreement) or (y) without prejudice to the priority of any of the Liens created or purported to be created by a Security Agreement, carriers, warehousemen s, mechanics, materialmen s, suppliers, repairmen s, landlord s or other similar Liens of record as of the Second Supplemental Effective Date for so long as the Credit Agreement, dated as of May 3, 2012, among Revel, as borrower, the guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (as in effect as of the Second Supplemental Effective Date, without amendment or modification to Section 6.02(b) thereof in any manner materially adverse to the Holders) remains in full force and effect; (d) Clause (10) of the definition of Permitted Liens in Section 1.01 of the Indenture is hereby amended by inserting the following phrase at the end thereof: ; and Liens arising from the Second Amendment Escrow Agreement (as such term is defined in the Credit Agreement) and other accounts to hold funds for the Day Club capital expenditures 2

12 (e) Clause (24) of the definition of Permitted Liens in Section 1.01 of the Indenture is hereby amended by inserting the following phrase immediately after super priority basis : or first priority basis (f) Section 1.04 of the Indenture is hereby amended by inserting the following clause (11) at the end thereof (with appropriate punctuation changes to such Section): On and after the Second Supplemental Effective Date, terms defined herein by referenced to the Disbursement Agreement shall, to the extent not defined in the Disbursement Agreement (as amended and restated as of the Second Supplemental Effective Date), have the meanings given to such terms in the Disbursement Agreement prior to giving effect to such amendment and restatement. (g) Section 4.09(b)(5) of the Indenture is hereby amended and restated in its entirety as follows: (5) Indebtedness in respect of one or more credit facilities comprised of any combination of term loans, revolving loans or letters of credits, in an aggregate principal amount not to exceed at any time outstanding $250.0 million; ARTICLE TWO MISCELLANEOUS SECTION 2.01 Reference to and Effect on the Indenture. This Second Supplemental Indenture shall be effective as of the date hereof. On and after the date hereof, each reference in the Indenture to this Indenture, hereunder, hereof, or herein shall mean and be a reference to the Indenture as supplemented by this Second Supplemental Indenture unless the context otherwise requires. The Indenture, as supplemented by this Second Supplemental Indenture, shall be read, taken and construed as one and the same instrument. Except as specifically amended above, the Indenture shall remain in full force and effect and is hereby ratified and confirmed. SECTION 2.02 Governing Law. THIS SECOND SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN THE STATE OF NEW YORK, INCLUDING, WITHOUT LIMITATION, SECTIONS AND OF THE NEW YORK GENERAL OBLIGATIONS LAW AND NEW YORK CIVIL PRACTICE LAWS AND RULES 327(B). SECTION 2.03 Trust Indenture Act Controls. No modification of any provisions of the Indenture effected by this Second Supplemental Indenture is intended to eliminate or limit any provision of the Indenture that is required to be included therein by the Trust Indenture Act of 1939, as amended, as in force as of the effectiveness of this Second Supplemental Indenture. SECTION 2.04 Trustee Disclaimer; Trust. The recitals contained in this Second Supplemental Indenture shall be taken as the statements of the Issuer and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Second Supplemental Indenture. The Trustee accepts the trust created by the Indenture, as supplemented by this Second Supplemental Indenture, and agrees to perform the same upon the terms and conditions of the Indenture, as supplemented hereby. 3

13 SECTION 2.05 Counterparts. The parties may sign any number of copies of this Second Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. Delivery of an executed counterpart of this Second Supplemental Indenture by facsimile or electronic transmission shall be equally as effective as delivery of an original executed counterpart of this Second Supplemental Indenture. Any party delivering an executed counterpart of this Second Supplemental Indenture by facsimile or electronic transmission also shall deliver an original executed counterpart of this Second Supplemental Indenture, but the failure to deliver an original executed counterpart shall not affect the validity, enforceability and binding effect of this Second Supplemental Indenture. SECTION 2.06 Effect of Headings. The Article and Section headings herein are for convenience only and shall not affect the construction hereof. SECTION 2.07 Severability. In case any provision of this Second Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be effected or impaired thereby. SECTION 2.08 Acknowledgment. The parties hereto acknowledge and agree that the Revolving Credit Agreement, as amended on the date hereof, shall be a First Lien Credit Agreement for all purposes under the Intercreditor Agreement. [Signature Pages Follow] 4

14 IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed all as of the date hereof. REVEL AC, INC., a Delaware corporation By: /s/ Alan Greenstein Name: Alan Greenstein Title: Sr VP, CFO GUARANTORS: REVEL AC, LLC, a Delaware limited liability company By: /s/ Alan Greenstein Name: Alan Greenstein Title: Sr VP, CFO REVEL ATLANTIC CITY, LLC, a New Jersey limited liability company By: /s/ Alan Greenstein Name: Alan Greenstein Title: Sr VP, CFO REVEL ENTERTAINMENT GROUP, LLC, a New Jersey limited liability company By: /s/ Alan Greenstein Name: Alan Greenstein Title: Sr VP, CFO NB ACQUISITION, LLC, a New Jersey limited liability company By: /s/ Alan Greenstein Name: Alan Greenstein Title: Sr VP, CFO

15 U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity but solely as Trustee By: /s/ Mauri J. Cowen Name: Mauri J. Cowen Title: Vice President

16 Exhibit 10.1 Execution Version REVEL AC, INC. SECOND AMENDMENT TO CREDIT AGREEMENT 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 set forth in the Credit Agreement (as amended by this Amendment). W I T N E S S E T H : and WHEREAS, Borrower has requested certain amendments to the Credit Agreement in the manner set forth in this Amendment; WHEREAS, the Lenders that have signed this Amendment and the Administrative Agent and Collateral Agent have consented and agreed to the modifications to the Credit Agreement set forth in this Amendment, subject to the terms and conditions of this Amendment. NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows: 1. Amendments to the Credit Agreement. (A) The definition of Adjusted LIBOR Rate in Section 1.01 of the Credit Agreement is hereby amended by deleting such definition in its entirety and inserting the following in replacement therefor: Adjusted LIBOR Rate shall mean, with respect to any Eurodollar Borrowing for any Interest Period, the higher of (i) (a) an interest rate per annum (rounded upward, if necessary, to the nearest 1/100th of 1%) determined by the Administrative Agent to be equal to the LIBOR Rate for such Eurodollar Borrowing in effect for such Interest Period divided by (b) 1 minus the Statutory Reserves (if any) for such Eurodollar Borrowing for such Interest Period and (ii) 1.00%. (B) The definition of Applicable Margin in Section 1.01 of the Credit Agreement is hereby amended by deleting such definition in its entirety and inserting the following in replacement therefor: Applicable Margin shall mean (a) in the case of Eurodollar Loans, a percentage per annum equal to (i) 9.00% with respect to the Term Loan and (ii) 7.50% with respect to each Revolving Loan, and (b) in the case of ABR Loans, a percentage per annum equal to (i) 8.00% with respect to the Term Loan and (ii) 6.50% with respect to each Revolving Loan.

17 (C) The definition of Borrowing in Section 1.01 of the Credit Agreement is hereby amended by deleting such definition in its entirety and inserting the following in replacement therefor: Borrowing shall mean (i) Revolving Loans of the same Type, made, converted or continued on the same date and, in the case of Eurodollar Loans, as to which a single Interest Period is in effect, (ii) Term Loans of the same Type, made, converted or continued on the same date and, in the case of Eurodollar Loans, as to which a single Interest Period is in effect or (iii) a Swingline Loan. (D) The following definition of Cage Cash is hereby added to Section 1.01 in the correct alphabetical order: Cage Cash shall mean cash that is located and maintained on-site at the Project required to be maintained by the provisions of applicable Gaming Laws to satisfy minimum bankroll requirements, mandatory game security reserves, allowances for redemption of casino chips and tokens or payment of winning wagers to gaming patrons. (E) The definition of Defaulting Lender set forth in Section 1.01 of the Credit Agreement is hereby amended to change each reference to a Loan in such section to Revolving Loan. (F) The definition of Disbursement Agreement in Section 1.01 of the Credit Agreement is hereby amended by deleting such definition in its entirety and inserting the following in replacement therefor: Disbursement Agreement shall mean that certain Master Disbursement Agreement, dated as of February 17, 2011, among the Borrower, the Administrative Agent, the Second Lien Collateral Agent, the Trustee and the Disbursement Agent, as amended on May 3, 2012, and as amended and restated on the Second Amendment Effective Date. (G) The following definition of Extraordinary Receipts is hereby added to Section 1.01 in the correct alphabetical order: Extraordinary Receipts shall mean actual net cash proceeds received by Borrower or any of its Restricted Subsidiaries in excess of $5,000,000 in any single occurrence or series of related occurrences (a) as damages or settlement amounts in connection with any Commercial Tort Claims (as defined in the UCC), now or hereafter arising and excluding any of such damages or settlement amounts constituting Special Proceeds, in each case, net of (i) legal, accounting and other professional fees, and taxes paid or payable in connection therewith and (ii) amounts reserved, in accordance with GAAP, from such amount for settlement or payment of claims or other actual or potential liabilities (provided that, to the extent and at any time such amounts are released from such reserve and not applied to such settlement or payment or liabilities, such amounts shall constitute Extraordinary Receipts at such time) or (b) as an upfront payment in consideration for the entering into any joint venture (excluding any such payments con- -2-

18 stituting Special Proceeds or relating to the Day Club and excluding ongoing lease payments or payments relating to the joint venture or distributions, and which for the avoidance of doubt, shall not include any payments received after the opening of any such joint venture), net of (i) selling or leasing expenses associated with such joint venture (including reasonable brokers or bankers fees or commissions, reasonable incentive bonuses paid to officers and employees, legal, accounting and other professional and transactional fees, transfer and similar taxes and Borrower s good faith estimate of income taxes actually paid or payable in connection with such upfront payment including any taxes payable upon the repatriation of any such proceeds); (ii) amounts provided as a reserve, in accordance with GAAP, against (x) any liabilities under any indemnification obligations associated with such joint venture or (y) any other liabilities retained by Borrower or any of its Restricted Subsidiaries associated with such joint venture (provided that, to the extent and at the time any such amounts are released from such reserve, such amounts shall constitute Extraordinary Receipts); and (iii) all cash costs incurred or to be incurred (as reasonably estimated by Borrower) by Borrower or any of its Restricted Subsidiaries in connection with or related to the design, development, construction, equipping and opening of the facilities associated with such joint venture, including any such costs relating to modifications to be made to portions of the Project, in order to facilitate the use, operation, construction or development of such joint venture. (H) The definition of Interest Payment Date in Section 1.01 of the Credit Agreement is hereby amended by deleting such definition in its entirety and inserting the following in replacement therefor: Interest Payment Date shall mean (a) with respect to any ABR Loan, the last Business Day of each March, June, September and December to occur during any period in which such Loan is outstanding, (b) with respect to any Eurodollar Loan, the last day of the Interest Period applicable to such Loan and, in the case of a Eurodollar Loan with an Interest Period of more than three months duration, each day prior to the last day of such Interest Period that occurs at intervals of three months duration after the first day of such Interest Period and (c) the Revolving Commitment Termination Date with respect to any Revolving Loan or the Term Loan Maturity Date with respect to the Term Loan, as applicable. (I) The definition of Loan in Section 1.01 of the Credit Agreement is hereby amended by deleting such definition in its entirety and inserting the following in replacement therefor: Loan shall mean the Term Loan and each Revolving Loan made by the Lenders to Borrower pursuant to this Agreement. (J) The definition of Loan Document in Section 1.01 of the Credit Agreement is hereby amended by adding to the documents listed in such definition the term Disbursement Agreement. (K) The definition of Material Adverse Effect in Section 1.01 of the Credit Agreement is hereby amended by deleting such definition in its entirety and inserting the following in replacement therefor: -3-

19 Material Adverse Effect shall mean any event or circumstance which: (a) has a material adverse effect on the business, assets, operations or condition (financial or otherwise) of Borrower and its Restricted Subsidiaries, taken as a whole, or (b) materially and adversely affects the rights of the Secured Parties under their respective Loan Documents, including the validity, enforceability or priority of the Liens purported to be created by the Security Documents (it being understood that (i) any delay in construction will not be deemed a Material Adverse Effect in the event that the Borrower reasonably expects the Opening Date to occur on or prior to January 1, 2013, and (ii) the Borrower Findings will not be deemed a Material Adverse Effect). (L) The definition of Material Agreement in Section 1.01 of the Credit Agreement is hereby amended by (i) deleting the phrase Construction Management Agreement therefrom and inserting [intentionally omitted] in replacement therefor and (ii) deleting the phrase the ACHA Documents therefrom and inserting [intentionally omitted] in replacement therefor. (M) The following definition of Minimum Liquidity Requirement is hereby added to Section 1.01 in the correct alphabetical order: Minimum Liquidity Requirement shall have the meaning ascribed to such term in Section 6.10(e). (N) The following definition of Net Cash Proceeds is hereby added to Section 1.01 in the correct alphabetical order: Net Cash Proceeds shall have the meaning set forth in the Term Loan Credit Agreement. (O) The definition of Note in Section 1.01 of the Credit Agreement is hereby amended by deleting such definition in its entirety and inserting the following in replacement therefor: Note shall mean each Revolving Note, each Swingline Note and each Term Note made by the Borrower in favor of a Lender evidencing Loans made by such Lender, substantially in the form of Exhibit I or Exhibit J hereto or Exhibit E to the Second Amendment, as applicable. (P) The definition of Project Costs in Section 1.01 of the Credit Agreement is hereby amended by deleting such definition in its entirety and inserting the following in replacement therefor: Project Costs shall mean Project Completion Costs as such term is defined in the Disbursement Agreement. (Q) The definition of Required Lenders in Section 1.01 of the Credit Agreement is hereby amended by deleting such definition in its entirety and inserting the following in replacement therefor: -4-

20 Required Lenders shall mean Lenders having Revolving Credit Exposure, unused Revolving Commitments and outstanding Term Loans representing more than 50% of the sum of the total Revolving Credit Exposure, unused Revolving Commitments and the outstanding balance of the Term Loan; provided that Revolving Credit Exposure, unused Revolving Commitments and Term Loans held by any Defaulting Lender shall be deemed not to be outstanding for purposes of calculating the Required Lenders; provided, further that for (a) any amendment to increase the aggregate Revolving Commitments to an amount in excess of $125,000,000, Required Lenders shall mean Lenders having Revolving Credit Exposure, unused Revolving Commitments and outstanding Term Loans representing (A) more than 80% of the sum of the total Revolving Credit Exposure and unused Revolving Commitments and (B) more than 80% of the outstanding balance of the Term Loan and (b) any amendment to increase the Term Loan to an amount in excess of $125,000,000, Required Lenders shall mean Lenders having Revolving Credit Exposure, unused Revolving Commitments and outstanding Term Loans representing (1) more than 80% of the outstanding balance of the Term Loan and (2) more than 80% of the sum of the total Revolving Credit Exposure and unused Revolving Commitments; and provided, further that for purposes of the exercise of remedies pursuant to this Agreement and the other Loan Documents, during the continuance of an Event of Default, Required Lenders shall mean Lenders having Revolving Credit Exposure, unused Revolving Commitments and outstanding Term Loans representing (i) more than 50% of the sum of the total Revolving Credit Exposure and unused Revolving Commitments and (ii) more than 50% of the outstanding balance of the Term Loan. (R) The following definition of Required Revolving Loan Lenders is hereby added to Section 1.01 in the correct alphabetical order: Required Revolving Loan Lenders shall mean Lenders having Revolving Credit Exposure and unused Revolving Commitments representing more than 50% of the sum of the total Revolving Credit Exposure and unused Revolving Commitments; provided that Revolving Credit Exposure and the unused Revolving Commitments held by any Defaulting Lender shall be deemed not to be outstanding for purposes of calculating the Required Revolving Loan Lenders. (S) The following definition of Required Term Loan Lenders is hereby added to Section 1.01 in the correct alphabetical order: Required Term Loan Lenders shall mean Lenders having outstanding Term Loans representing more than 50% of the sum of the total outstanding balance of the Term Loan. (T) The definition of Revolving Commitment in Section 1.01 of the Credit Agreement is hereby amended by deleting the last sentence of such definition in its entirety and inserting the following in replacement therefor: The aggregate amount of the Lenders Revolving Commitments as of the Second Amendment Effective Date is $125,000,