REVEL AC, INC. FIFTH AMENDMENT TO CREDIT AGREEMENT

EX-10.1 2 d486891dex101.htm EX-10.1 EX-10.1

Exhibit 10.1

Execution Version

REVEL AC, INC.

FIFTH AMENDMENT TO CREDIT AGREEMENT

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, 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 :

WHEREAS, Borrower has requested certain amendments to the Credit Agreement in the manner set forth in this Amendment; and

WHEREAS, the Lenders that have signed this Amendment, the Issuing Bank and the Administrative 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 following definition of “Escrow Agent” is hereby added to Section 1.01 in the correct alphabetical order:

“‘Escrow Agent” shall mean Fidelity National Title Insurance Company (or such other escrow agent as the Administrative Agent and Borrower shall designate).”

(B) The following definition of “Fifth Amendment” is hereby added to Section 1.01 in the correct alphabetical order:

“‘Fifth Amendment” shall mean that certain Fifth Amendment to Credit Agreement, dated as of the Fifth Amendment Effective Date, among the Borrower, the Guarantors, the Lenders party thereto, the Administrative Agent and the Issuing Bank.”

(C) The following definition of “Fifth Amendment Effective Date” is hereby added to Section 1.01 in the correct alphabetical order:

“‘Fifth Amendment Effective Date” shall mean February 12, 2013.”

(D) The following definition of “Second Amendment Day Club CapEx LC” is hereby added to Section 1.01 in the correct alphabetical order:

“Second Amendment Day Club CapEx LC” shall mean a reducing Letter of Credit issued for the account of the Borrower for the benefit of the Escrow Agent (or such other Person as may be approved by the Administrative Agent in its sole discretion) to pay for Second Amendment Day Club CapEx in accordance with Schedule 3.12 to the Second Amendment (as modified pursuant to Schedule 3.12 to the Fifth Amendment).”

(E) The following definition of “Second Amendment Day Club CapEx LC Maximum Amount” is hereby added to Section 1.01 in the correct alphabetical order:

“Second Amendment Day Club CapEx LC Maximum Amount” shall mean, as of any date of determination, an amount equal to $9,500,000 less the amount drawn under the Second Amendment Day Club CapEx LC at any time prior to such date plus the amount by which the Second Amendment Day Club CapEx LC Maximum Amount may be increased pursuant to Schedule 3.12 to the Second Amendment (as modified pursuant to Schedule 3.12 to the Fifth Amendment).”

(F) Section 2.18(b) of the Credit Agreement is hereby amended by deleting “$5.0 million” in clause (i) of the final sentence thereof and inserting in replacement therefor “the sum of (x) $5.0 million plus (y) the then applicable Second Amendment Day Club CapEx LC Maximum Amount.”

(G) Section 2.18(j) of the Credit Agreement is hereby amended by deleting the first sentence thereof in its entirety and inserting the following in replacement therefor:

“From and after the Fifth Amendment Effective Date, as a condition precedent to the issuance by any Issuing Bank of a Letter of Credit (excluding the Second Amendment Day Club CapEx LC) or the amendment to any Letter of Credit outstanding as of the Fifth Amendment Effective Date that has the result of increasing the face amount thereof (excluding an amendment to the Second Amendment Day Club CapEx LC that does not result in the face amount thereof being in excess of the lesser of (x) $9,500,000 and (y) the Second Amendment Day Club CapEx LC Maximum Amount as of the date of such amendment), Borrower shall provide Cash Collateral in an amount equal to one hundred three percent (103%) of the LC Exposure with respect to such Letters of Credit (or (A) with respect to a Letter of Credit outstanding as of the Second Amendment Effective Date in an amount equal to the increase in the face amount thereof, if any or (B) with respect to the Second Amendment Day Club CapEx LC in an amount equal to the increase in the face amount thereof in excess of the lesser of (x) $9,500,000 and (y) the Second Amendment Day Club CapEx LC Maximum Amount as of the date of such amendment, if any).”

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(H) Section 3.12 of the Credit Agreement is hereby amended by deleting such section in its entirety and inserting the following in replacement therefor:

“SECTION 3.12 Use of Proceeds.

(a) Borrower will use the proceeds of the Revolving Loans only for working capital, general corporate purposes and for Second Amendment Amenities CapEx to the extent set forth on Schedule 3.12 to the Second Amendment (as modified pursuant to Schedule 3.12 to the Fifth Amendment).

(b) Borrower will use the proceeds of the Term Loan only (i) for application on the Second Amendment Effective Date to the payment of the then outstanding principal balance and all other amounts due and owing with respect to each Loan outstanding immediately prior to the effectiveness of the Second Amendment and (ii) for the purposes set forth on Schedule 3.12 to the Second Amendment (as modified pursuant to Schedule 3.12 to the Fifth Amendment).”

(I) Section 6.10(d)(ii) of the Credit Agreement is hereby amended by deleting such section in its entirety and inserting the following in replacement therefor:

“(ii) Permit Expansion Capital Expenditures commenced after the Second Amendment Effective Date other than (x) those reflected in the budget utilized in the construction of the Project or incurred in connection with the construction of the Project (including those funded pursuant to the Disbursement Agreement) and (y) those set forth on Schedule 3.12 to the Second Amendment (as modified pursuant to Schedule 3.12 to the Fifth Amendment) in the amounts set forth thereon.”

(J) Section 6.10(e) of the Credit Agreement is hereby amended by deleting such section in its entirety and inserting the following in replacement therefor:

“(e) Minimum Liquidity Requirement. Permit, at any time during the periods set forth below, the sum of (x) the unused amount of the Revolving Commitments plus (y) the lesser of (1) $5,000,000 and (2) the amount of Cash and Cash Equivalents of the Borrower (excluding Cage Cash and amounts held in accounts subject to the Disbursement Agreement or the Second Amendment Escrow Agreement or in a blocked account at the Administrative Agent pending transfer to the Second Amendment Escrow Agreement) (the sum of (x) and (y), together, the “Minimum Liquidity Requirement”) to be less than the sum of (a) the Second Amendment Amenities CapEx Budget Reserve as of the date of determination and (b) the amounts set below for such periods:


TIME PERIOD	MINIMUM LIQUIDITY REQUIREMENT
12/20/12 through 1/29/13	$	75,000,000
1/30/13 through 2/8/13	$	66,000,000
2/9/13 through 2/12/13	$	59,000,000
2/13/13 through 2/19/13	$	55,000,000
2/20/13 through 4/15/13	$	50,000,000
4/16/13 through 5/15/13	$	45,000,000
5/16/13 through 7/1/13	$	20,000,000

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; provided that the Minimum Liquidity Requirement shall be decreased for the period from, and including, the Business Day immediately preceding a holiday or a weekend to, and including, the Business Day immediately succeeding such holiday or weekend, by the amount, not to exceed $3,000,000 in the aggregate, of any Borrowing of Revolving Loans the proceeds of which are used by the Borrower to fund Cage Cash during such period, solely to the extent that each such Borrowing is repaid on the last day of such period.

The amount of the Minimum Liquidity Requirement is subject to adjustment upwards from time to time in respect of certain amounts received by the Borrower relating to cost efficiencies or other savings in accordance with the provisions of Schedule 3.12 to the Second Amendment (as modified pursuant to Schedule 3.12 to the Fifth Amendment).”

2. Conditions to Effectiveness. This Amendment shall not become effective unless and until the conditions precedent set forth below have been satisfied or the satisfaction thereof has been waived in writing by the Required Lenders (the date of such effectiveness, the “Fifth Amendment Effective Date”):

(A) Amendment. Receipt by the Administrative Agent of counterparts of this Amendment, duly executed and delivered by the Administrative Agent, the Borrower and the Required Lenders (and by executing and delivering a counterpart hereto, each such Person confirms it consents to the amendments to the Credit Agreement and the other provisions set forth herein).

(B) Consents. All necessary consents to the effectiveness of this Amendment, including any approval of any Gaming Authority required in accordance with any Gaming Law, shall have been obtained and shall be in full force and effect.

3. Repayment Condition Precedent to Second Amendment Day Club CapEx LC Issuance. As a condition precedent to the issuance of the Second Amendment Day Club CapEx LC, the Revolving Loans shall have been repaid by an amount equal to $9,500,000, and the Borrower and the Lenders party hereto hereby agree and instruct the Administrative Agent to make such repayment (upon notification by the Borrower) with the $9,500,000 from the proceeds of the Term Loan deposited on the Second Amendment Effective Date into a blocked account at the Administrative Agent to pay for Second Amendment Day Club CapEx in accordance with Section 3.12 of the Second Amendment.

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4. Reference to and Effect on the Credit Agreement. On and after the Fifth Amendment Effective Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import referring to the Credit Agreement and each reference in the other Loan Documents to the “Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement as amended hereby. The Credit Agreement and each other Loan Document, as specifically amended by this Amendment, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. Without limiting the generality of the foregoing, the Security Documents and all of the Collateral described therein do and shall continue to secure the payment of all Obligations of the Loan Parties under the Loan Documents. The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as an amendment or waiver of any right, power or remedy of any Lender or Agent under any of the Loan Documents, nor constitute an amendment or waiver of any provision of any of the Loan Documents.

5. Representations and Warranties. The Borrower hereby represents and warrants as of the Fifth Amendment Effective Date that, (a) immediately before and after giving effect to this Amendment, no Event of Default or Default has occurred and is continuing and (b) immediately before and after giving effect to this Amendment, each of the representations and warranties made by the Loan Parties in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date, except for representations and warranties expressly stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects only as of such earlier date.

6. Costs and Expenses. Borrower agrees to reimburse the Administrative Agent, each other Agent and each Lender for their respective accrued, unpaid and ongoing expenses incurred by them in connection with the Credit Agreement and protection of their rights thereunder and this Amendment, including the fees, charges and disbursements of (a) counsel to such parties limited to (i) one primary counsel for the Agents (presently Cadwalader, Wickersham & Taft LLP), (ii) one primary counsel for the Lenders (presently Paul, Weiss, Rifkind, Wharton & Garrison LLP), (iii) gaming counsel for the Agents (presently Michael & Carroll), (iv) gaming counsel for the Lenders (presently Fox Rothschild LLP) and (v) to the extent reasonably necessary or advisable, local counsel in New Jersey and (b) any financial advisors, investment bankers and other specialty consultants retained by the Administrative Agent or counsel for the Agents and the Lenders.

7. Headings. Section headings used herein are for convenience of reference only, are not part of this Amendment and shall not affect the construction of, or be taken into consideration in interpreting, this Amendment.

8. GOVERNING LAW. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.

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9. Counterparts. This Amendment may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Amendment by telecopier or other electronic transmission (i.e. a “pdf” or “tif” document) shall be effective as delivery of a manually executed counterpart of this Amendment.

[Signatures on Next Page]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their proper and duly authorized officers as of the date first above written.


REVEL AC, INC.,
as Borrower

By:	/s/ Alan Greenstein
	Name:	Alan Greenstein
	Title:	SVP & CFO

REVEL AC, LLC, as Guarantor

By:	/s/ Alan Greenstein
	Name:	Alan Greenstein
	Title:	SVP & CFO

REVEL ATLANTIC CITY, LLC, as Guarantor

By:	/s/ Alan Greenstein
	Name:	Alan Greenstein
	Title:	SVP & CFO

REVEL ENTERTAINMENT GROUP, LLC, as Guarantor

By:	/s/ Alan Greenstein
	Name:	Alan Greenstein
	Title:	SVP & CFO

NB ACQUISITION, LLC, as Guarantor

By:	/s/ Alan Greenstein
	Name:	Alan Greenstein
	Title:	SVP & CFO