EX-99.2

Revel AC, Inc., Revel AC, LLC, Revel Atlantic City, LLC, Revel Entertainment Group, LLC, and NB Acquisition, LLC (collectively, “Revel AC” or the “Debtors”) are sending you this document and the accompanying materials (the “Disclosure Statement”) because you may be a creditor entitled to vote on the Joint Plan of Reorganization of Revel AC, Inc. and Its Debtor Affiliates Pursuant to Chapter 11 of the Bankruptcy Code, as the same may be amended from time to time (the “Plan”).² The Debtors are commencing the solicitation of your vote (only if you are an “accredited investor,” as that term is defined by Rule 501 of Regulation D of the Securities Act (“Accredited Investor”) to approve the Plan (the “Solicitation”) before the Debtors File voluntary cases under Chapter 11 of Title 11 of the United States Code, as amended (the “Bankruptcy Code”).

The Debtors may File voluntary reorganization cases under Chapter 11 of the Bankruptcy Code to implement the Plan (the “Chapter 11 Cases”). Because the Chapter 11 Cases have not yet been commenced, this Disclosure Statement has not been approved by the Bankruptcy Court as containing “adequate information” within the meaning of section 1125(a) of the Bankruptcy Code. If the Debtors File the Chapter 11 Cases, they will promptly seek an order of the Bankruptcy Court (a) approving this Disclosure Statement as having contained “adequate information,” (b) approving the solicitation of votes as having been in compliance with section 1126(b) of the Bankruptcy Code, and (c) confirming the Plan. The Bankruptcy Court may order additional disclosures.

Neither this Disclosure Statement nor the Plan has been Filed with or reviewed by the Bankruptcy Court, and the securities to be issued on or after the Effective Date will not have been the subject of a registration statement filed with the United States Securities and Exchange Commission (the “SEC”) under the United States Securities Act of 1933, as amended (the “Securities Act”), or any securities regulatory authority of any state under any state securities law (“Blue Sky Laws”). The Debtors are relying on section 4(a)(2) of the Securities Act, and similar Blue Sky Laws provisions to exempt from registration under the Securities Act and Blue Sky Laws the offer to Holders of Term Loan Credit Agreement Claims and Holders of Second Lien Note Claims of new securities prior to the filing of the Chapter 11 Cases, including without limitation in connection with the Solicitation.

After the filing of the Chapter 11 Cases, the Debtors are relying on the exemption from the Securities Act, and equivalent state law registration requirements, provided by section 1145(a) of the Bankruptcy Code or section 4(a)(2) of the Securities Act, and similar Blue Sky Laws provisions to exempt from registration under the Securities Act and Blue Sky Laws the offer and sale of new securities under the Plan.

Each Holder of a 2012 Credit Agreement Claim, a Term Loan Credit Agreement Claim, or a Second Lien Note Claim will only be entitled to vote on the Plan if it is an Accredited Investor, and will be required to certify on its Ballot whether it is an Accredited Investor.

The Plan has not been approved or disapproved by the SEC or any state securities commission and neither the SEC nor any state securities commission has passed upon the accuracy or adequacy of the information contained herein. Any representation to the contrary is a criminal offense. Neither the Solicitation nor this Disclosure Statement constitutes an offer to sell or the solicitation of an offer to buy securities in any state or jurisdiction in which such offer or solicitation is not authorized.

The deadline for Holders of 2012 Credit Facility Agreements Claims and Term Loan Credit Facility Claims to accept or reject the Plan is 4:00 p.m. (prevailing Eastern Time) on March 20, 2013 (the “Lender Voting Deadline”) and the deadline for Holders of Second Lien Note Claims to accept or reject the Plan is 4:00 p.m. (prevailing Eastern Time) on April 10, 2013 (the “Noteholder Voting Deadline” and, together with the Lender Voting Deadline, the “Voting Deadlines”) unless the Debtors, in their sole discretion, and from time to time, extend any of the Voting Deadlines. To be counted, the Ballot or Master Ballot indicating acceptance or rejection of the Plan must be received by Epiq Bankruptcy Solutions, LLC, the Debtors’ notice, claims, and balloting agent (“Epiq” or the “Balloting Agent”), no later than the applicable Voting Deadlines.

The Debtors cannot assure you that the disclosure statement, including any exhibits thereto, that is ultimately approved by the Bankruptcy Court in the Chapter 11 Cases (a) will contain any of the terms described in this Disclosure Statement or (b) will not contain different, additional, or material terms that do not appear in this Disclosure Statement. The Debtors urge each Holder of a Claim or Interest (i) to read and consider carefully this entire Disclosure Statement (including the Plan and the matters described under Article X of this Disclosure Statement, entitled “Risk Factors”) and (ii) to consult with its own advisors with respect to reviewing this Disclosure Statement, the Plan and each of the proposed transactions contemplated thereby prior to deciding whether to accept or reject the Plan. You should not rely on this Disclosure Statement for any purpose other than to determine whether to vote to accept or reject the Plan.

If the Plan is confirmed by the Bankruptcy Court and the Effective Date occurs, all Holders of Claims against, and Holders of Interests in, the Debtors (including, without limitation, those Holders of Claims or Interests who do not submit Ballots to accept or reject the Plan or who are not entitled to vote on the Plan) will be bound by the terms of the Plan and the transactions contemplated thereby.

Revel AC, Inc. and its debtor affiliates (collectively, “Revel AC” or the “Debtors”)1 submit this Disclosure Statement pursuant to section 1125 of the Bankruptcy Code to certain Holders of Claims in connection with the solicitation of acceptances of the Joint Plan of Reorganization of Revel AC, Inc. and Its Debtor Affiliates Pursuant to Chapter 11 of the Bankruptcy Code, dated March 13, 2013, (as amended, supplemented and modified from time to time, the “Plan”). A copy of the Plan is attached hereto as Exhibit A. The Plan constitutes a separate chapter 11 plan for each Debtor unless otherwise provided for in the Plan. Except for unclassified Claims, all Claims against a particular Debtor are placed in Classes for each of the Debtors.

As of March 13, 2013, the Debtors had outstanding debt in the aggregate principal amount of approximately $1.453 billion, consisting primarily of approximately (a) $192 million under their senior secured 2012 Credit Agreement, (b) $896 million under their senior secured Term Loan Facility, and (c) $366 million under their 12% Second Lien Notes due 2018. The Debtors also had, as of March 13, 2013, accrued and unpaid interest and fees on these principal balances of approximately (a) $2.4 million under their senior secured 2012 Credit Agreement, (b) $25.5 million under their Senior Term Loan Facility, and (c) $21.5 million under their 12% Second Lien Notes due 2018. Total outstanding debt inclusive of the accrued and unpaid interest and fees as of March 13, 2013 was $1.503 billion.

The Debtors are very pleased to report that after extensive, good faith negotiations with a steering committee of its key creditors (the “Steering Committee”), the Plan embodies a settlement among the Debtors and more than a majority of their key creditor constituencies on a consensual de-leveraging transaction that will reduce the Debtors’ total debt by more than 82%, from approximately $1.517 billion, as of the Petition Date, to $272 million (excluding the Contingent Payment Rights, which shall be non-recourse to the Reorganized Debtors). To evidence their support of the Debtors’ restructuring plan, approximately 87.0% of Holders of the 2012 Credit Agreement Claims, 76.0% of Holders of the Term Loan Credit Agreement Claims, and 76.1% Holders of the Second Lien Note Claims (the “Consenting Debtholders”) have executed the Restructuring Support Agreement, dated as of February 19, 2013, amended by the First Amendment to the Restructuring Support Agreement dated as of March 8, 2013 and amended by the Second Amendment to the Restructuring Support Agreement, dated as of March 13, 2013, which provides for the implementation of the restructuring through an expedited chapter 11 process. Specifically, after giving effect to the following transactions contemplated by the Restructuring Support Agreement and the Plan, the Debtors will emerge from chapter 11 appropriately capitalized and with access to favorable financing to support their emergence and go-forward business needs:

THE DEBTORS AND THE CONSENTING DEBTHOLDERS BELIEVE THAT THE COMPROMISE CONTEMPLATED UNDER THE PLAN IS FAIR AND EQUITABLE, WILL MAXIMIZE THE VALUE OF THE DEBTORS’ ESTATES, AND PROVIDES THE BEST RECOVERY TO CLAIM HOLDERS. AT THIS TIME, THE DEBTORS AND THE CONSENTING DEBTHOLDERS BELIEVE THIS IS THE BEST AVAILABLE ALTERNATIVE FOR COMPLETING THESE CHAPTER 11 CASES. THE DEBTORS STRONGLY RECOMMEND THAT YOU VOTE TO ACCEPT THE PLAN.

This Disclosure Statement provides information regarding the Plan. The Debtors believe that the Plan is in the best interests of all creditors and urge all Holders of Claims entitled to vote to vote in favor of the Plan.

Unless the context requires otherwise, reference to “we,” “our” and “us” are to the Debtors.

The confirmation of the Plan and effectiveness of the Plan are subject to certain material conditions precedent described herein and in the Plan. There is no assurance that the Plan will be confirmed, or if confirmed, that the conditions required to be satisfied will be satisfied (or waived).

You are encouraged to read this Disclosure Statement in its entirety, including without limitation, the Plan, which is annexed as Exhibit A hereto, and the section entitled “Risk Factors,” before submitting your ballot to vote on the Plan.

Summaries of the Plan and statements made in this Disclosure Statement are qualified in their entirety by reference to the Plan, this Disclosure Statement, and the Plan Supplement, as applicable, and the summaries of the financial information and the documents annexed to this Disclosure Statement or otherwise incorporated herein by reference, are qualified in their entirety by reference to those documents. The statements contained in this Disclosure Statement are made only as of the date of this Disclosure Statement, and there is no assurance that the statements contained herein will be correct at any time after such date. Except as otherwise provided in the Plan or in accordance with applicable law, the Debtors are under no duty to update or supplement this Disclosure Statement.

The information contained in this Disclosure Statement is included for purposes of soliciting acceptances to, and confirmation of, the Plan and may not be relied on for any other purpose. The Debtors believe that the summary of certain provisions of the Plan and certain other documents and financial information contained or referenced in this Disclosure Statement is fair and accurate. The summaries of the financial information and the documents annexed to this Disclosure Statement, including, but not limited to, the Plan, or otherwise incorporated herein by reference, are qualified in their entirety by reference to those documents.

This Disclosure Statement has not been approved or disapproved by the SEC, gaming regulatory agencies, or any similar federal, state, local or foreign regulatory agency, nor has the SEC or any other such agency passed upon the accuracy or adequacy of the statements contained in this Disclosure Statement.

The Debtors have sought to ensure the accuracy of the financial information provided in this Disclosure Statement, but the financial information contained in, or incorporated by reference into, this Disclosure Statement has not been, and will not be, audited or reviewed by the Debtors’ independent auditors unless explicitly stated herein.

Upon confirmation of the Plan, certain of the securities described in this Disclosure Statement will be issued without registration under the Securities Act, or similar federal, state, local, or foreign laws, in reliance on the exemption set forth in section 1145 of the Bankruptcy Code. Other securities may be issued pursuant to other applicable exemptions under the federal securities laws, including the exemption set forth in section 4(a)(2) of the Securities Act. To the extent exemptions from registration, other than section 1145 of the Bankruptcy Code, apply such securities may not be offered or sold except pursuant to a valid exemption or upon registration under the Securities Act.

The Debtors make statements in this Disclosure Statement that are considered forward-looking statements under the federal securities laws. Statements concerning these and other matters are not guarantees of the Debtors’ future performance. Such forward-looking statements represent the Debtors’ estimates and assumptions only as of the date such statements were made and involve known and unknown risks, uncertainties, and other unknown factors that could impact the Debtors’ restructuring plans or cause the actual results of the Debtors to be materially different from the historical results or from any future results expressed or implied by such forward-looking statements. In addition to statements which explicitly describe such risks and uncertainties, readers are urged to consider statements labeled with the terms “believes,” “belief,” “expects,” “intends,” “anticipates,” “plans,” or similar terms to be uncertain and forward-looking. There can be no assurance that the restructuring transaction described herein will be consummated. Creditors and other interested parties should see the section entitled “Risk Factors” of this Disclosure Statement for a discussion of certain factors that may affect the future financial performance of the Reorganized Debtors.

Chapter 11 is the principal business reorganization chapter of the Bankruptcy Code. In addition to permitting debtor rehabilitation, chapter 11 promotes equality of treatment for creditors and similarly situated equity interest holders, subject to the priority of distributions prescribed by the Bankruptcy Code.

The commencement of a chapter 11 case creates an estate that comprises all of the legal and equitable interests of the debtor as of the date the chapter 11 case is commenced. The Bankruptcy Code provides that the debtor may continue to operate its business and remain in possession of its property as a “debtor in possession.”

Consummating a plan is the principal objective of a chapter 11 case. A bankruptcy court’s confirmation of a plan binds the debtor, any person acquiring property under the plan, any creditor or equity interest holder of the debtor, and any other entity as may be ordered by the bankruptcy court. Subject to certain limited exceptions, the order issued by a bankruptcy court confirming a plan provides for the treatment of the debtor’s liabilities in accordance with the terms of the confirmed plan.

A “prepackaged” plan of reorganization is one in which a debtor seeks approval of a plan of reorganization from affected creditors before filing for bankruptcy. Because solicitation of acceptances begins before the bankruptcy filing, the amount of time required for the bankruptcy case is often less than in more conventional bankruptcy cases. Greater certainty of results and reduced costs are other benefits generally associated with prepackaged bankruptcy cases. Because the solicitation of votes in this case will extend beyond the Petition Date, the timeline of this prepackaged plan of reorganization may extend beyond the timeline of other prepackaged cases.

The Debtors are seeking to obtain Bankruptcy Court approval of the Plan. Before soliciting acceptances of the Plan, section 1125 of the Bankruptcy Code requires the Debtors to prepare a disclosure statement containing

adequate information of a kind, and in sufficient detail, to enable a hypothetical reasonable investor to make an informed judgment regarding whether to accept or reject the Plan. This Disclosure Statement is being submitted in accordance with such requirements.

Your ability to vote on, and your distribution under, the Plan, if any, depends on what type of Claim you hold. In general, a Holder of a Claim or an Interest may vote to accept or reject a plan of reorganization if (i) no party in interest has objected to such Claim or Interest (or the Claim or Interest has been Allowed subsequent to any objection or estimated for voting purposes), (ii) the Claim or Interest is Impaired by the Plan, and (iii) the Holder of such Claim or Interest will receive or retain property under the plan on account of such Claim or Interest. Only the Holders of Claims in Classes 1, 2, and 3 who are Accredited Investors shall be entitled to vote on the Plan.

Whether a Holder of a Claim in Classes 1, 2, or 3 may vote to accept or reject the Plan will also depend on whether the Holder held such Claim as of March 12, 2013 (the “Voting Record Date”).

In general, if a Claim or an Interest is Unimpaired under a plan of reorganization, section 1126(f) of the Bankruptcy Code deems the Holder of such Claim or Interest to have accepted such plan, and thus the Holders of Claims in such Unimpaired Classes are not entitled to vote on such plan. Because the following Classes are Unimpaired under the Plan, the Holders of Claims in these Classes are not entitled to vote:

In general, if the Holder of an Impaired Claim or Impaired Interest will not receive any distribution under a plan of reorganization in respect of such Claim or Interest, section 1126(g) of the Bankruptcy Code deems the Holder of such Claim or Interest to have rejected such plan, and thus the Holders of Claims in such Classes are not entitled to vote on such plan. The Holders of Claims and Interests in the following Classes are conclusively presumed to have rejected the Plan and are therefore not entitled to vote:

A summary of the classes of Claims (each category of Holders of Claims or Interests, as set forth in Article III of the Plan pursuant to section 1122(a) of the Bankruptcy Code, is referred to as a “Class”) and their respective voting status is set forth below. The Plan shall apply as a separate Plan for each of the Debtors, and the classification of Claims and Interests set forth herein shall apply separately to each of the Debtors. All of the potential Classes for the Debtors are set forth herein. Certain of the Debtors may not have Holders of Claims or Interests in a particular Class or Classes, and such Classes shall be treated as set forth in Article III.E of the Plan. For all purposes under the Plan, each Class will contain sub-Classes for each of the Debtors (i.e. there will be five (5) sub-Classes in each Class and many of such sub-Classes may be vacant):

The following materials constitute the solicitation package (the “Solicitation Package”):

The voting Classes, Classes 1, 2, and 3, entitled to vote to accept or reject the Plan were served the Solicitation Package (including the appropriate ballot) by overnight delivery and by electronic mail (if available). Additional paper copies of these documents may be requested from the Balloting Agent by writing to Revel AC, Inc. Ballot Processing Center, c/o Epiq Bankruptcy Solutions, LLC, FDR Station, P.O. Box 5014, New York, New York 10150-5014 or calling (646) 282-2500. The Solicitation Package is also available at the Debtors’ website, http://dm.epiq11.com/Revel.

The Debtors, have engaged Epiq as the Balloting Agent to assist in the balloting and tabulation process. The Balloting Agent will, among other things, answer questions, provide additional copies of all Solicitation Package materials and generally oversee the solicitation process.

Only the Holders of Class 1 2012 Credit Agreement Claims, Class 2 Term Loan Credit Agreement Claims, and Class 3 Second Lien Note Claims are entitled to vote to accept or reject the Plan. Unless otherwise permitted by the Debtors, to be counted, Ballots or Master Ballots must be received by the Balloting Agent by 4:00 p.m. (prevailing Eastern Time) on March 20, 2013 for Holders of Class 1 2012 Credit Agreement Claims and Class 2 Term Loan Credit Agreement Claims, and by 4:00 p.m. (prevailing Eastern Time) on April 10, 2013 for Holders of Class 3 Second Lien Note Claims, the Voting Deadlines; provided, that Holders of Claims who cast a Ballot prior to the time of filing of any of the Debtors’ chapter 11 petitions shall not be entitled to change their vote or cast new Ballots after the Chapter 11 Cases are commenced. VOTING INSTRUCTIONS ARE ATTACHED TO EACH BALLOT. PLEASE SEE ARTICLE XVI BELOW ENTITLED “SOLICITATION AND VOTING PROCEDURES” FOR ADDITIONAL INFORMATION.

Unless the Debtors, in their discretion decide otherwise, any Ballot or Master Ballot received after the Voting Deadlines shall not be counted. The Balloting Agent will process and tabulate Ballots or Master Ballots for the Class entitled to vote to accept or reject the Plan and will File a voting report (the “Voting Report”) as soon as practicable after the Petition Date, which Voting Report will be supplemented as soon as practicable after the Voting Deadlines.

For answers to any questions regarding solicitation procedures, parties may contact the Balloting Agent directly, at (646) 282-2500, with any questions related to the solicitation procedures applicable to their Claims and Interests.

Any Ballot or Master Ballot that is properly executed, but fails to clearly indicate an acceptance or rejection, or that indicates both an acceptance and a rejection of the Plan, shall not be counted.

All Ballots and Master Ballots are accompanied by Voting Instructions. It is important to follow the specific instructions provided with each Ballot and Master Ballot.

The Debtors are relying on section 4(a)(2) of the Securities Act and similar Blue Sky Laws to exempt from registration under the Securities Act and Blue Sky Laws the offer to Holders of Term Loan Credit Agreement Claims

and Holders of Second Lien Note Claims of new securities prior to the filing of the Chapter 11 Cases, including, without limitation, in connection with the Solicitation. After the filing of the Chapter 11 Cases, the Debtors are relying on the exemption from the Securities Act, and equivalent state law registration requirements, provided by section 1145(a) of the Bankruptcy Code to exempt from registration under the Securities Act and Blue Sky Laws the offer and sale of New Equity Interests and the exemption provided by section 4(a)(2) of the Securities Act, and similar Blue Sky Laws provisions to exempt from registration under the Securities Act and Blue Sky Laws the offer and sale of the Contingent Payment Rights under the Plan.

In the event that the Plan is not confirmed, there is no assurance that the Debtors will be able to reorganize their businesses. It is possible that any alternative may provide Holders of Claims with less than they would have received pursuant to the Plan. For a more detailed description of the consequences of an extended chapter 11 proceeding, or of a liquidation scenario, see “Confirmation of the Plan - Best Interests of Creditors/Liquidation Analysis” beginning on page 48 and the Liquidation Analysis attached as Exhibit E to this Disclosure Statement.

Yes. The gaming industry is highly regulated. The casino operations at Revel are subject to extensive regulation under the laws, rules, and regulations of New Jersey. Violations of these laws and regulations could result in disciplinary action, up to and including the loss of the Debtors’ licenses to operate the casino at Revel. The governmental regulation of the gaming industry extends to persons with a financial interest in a gaming enterprise. The State of New Jersey regulates the ownership of equity interests in the Reorganized Debtors. Consequently, the distribution of New Equity Interests pursuant to the Plan is subject to the gaming laws and regulations of New Jersey. In particular, Holders of Claims entitled to receive New Equity Interests under the Plan may have to be found suitable or qualified by New Jersey gaming regulators or obtain a waiver in connection therewith to hold New Equity Interests. Such waiver may be conditioned on limitations of shareholder activities. In addition, the NJ CCC (as defined herein) will have to determine that the Reorganized Debtors possess financial stability pursuant to state gaming laws. Failure to comply with these laws and regulations may result in a Holder of a Claim being barred from holding New Equity Interests. Holders of Claims or Interests should consult their own counsel regarding these gaming laws and regulations.

For a more detailed description of the regulatory bodies that oversee the Debtors’ operations, see “Regulation” beginning on page 62.

“Confirmation” of the Plan refers to approval of the Plan by the Bankruptcy Court. “Confirmation” of the Plan does not guarantee that you will receive the distribution indicated under the Plan. After Confirmation of the Plan by the Bankruptcy Court, there are conditions that need to be satisfied or waived so that the Plan can be consummated and go effective. Initial distributions to Holders of Allowed Claims will only be made on the Effective Date or as soon as practicable thereafter. See “Confirmation of the Plan,” which begins on page 48, for a discussion of the conditions to Consummation of the Plan.

Yes. On the Effective Date the Debtors will be required to pay in Cash any fees due and owing to the U.S. Trustee at the time of Confirmation. Additionally, on and after the Confirmation Date, the Reorganized Debtors must pay all statutory fees due and payable, under 28 U.S.C. § 1930(a)(6), plus accrued interest under 31 U.S.C. § 3717, on all disbursements, including plan payments and disbursements inside and outside of the ordinary course of business until the entry of a final decree, dismissal or conversion of the cases to chapter 7. The Reorganized Debtors will also be required to comply with reporting requirements, such as filing quarterly post-Confirmation reports and schedule quarterly post-

Confirmation status conferences until the entry of a final decree, dismissal or conversion of the cases to chapter 7.

The Debtors have not generated sufficient cash flows to meet their ongoing operating cash needs or debt service obligations. The Debtors maintain minimal operating cash, and rely entirely on liquidity provided by the senior secured 2012 Credit Agreement to fund their operations. The Debtors expect to continue to maintain minimal operating Cash prior to the Effective Date. Upon the Effective Date, the Debtors expect to pay approximately $10 million in fees and expenses on account of retained professionals and approximately $22 million in Administrative Claims and Priority Claims, including among other things, certain 503(b)(9) Claims and Priority Tax Claims. After making payments for such Administrative Claims, and taking into account cash flow related to ongoing operations, borrowings of approximately $12 million under the First Lien Exit Facility, and borrowings under the Second Lien Facility, the Reorganized Debtors expect to have an at least $63 million in availability under the First Lien Exit Facility. Thus, the Debtors project that they will have satisfied all material Allowed Administrative Claims in full on the Effective Date. See Article IX of this Disclosure Statement for additional information.

The definitive terms of each of the Exit Facilities will be consistent with the Exit Facilities Term Sheet, attached hereto as Exhibit G, and will be comprised of (i) the First Lien Exit Facility comprised of a revolving credit facility in the amount of approximately $75 million with availability as of the Effective Date sufficient to pay transaction expenses, provide the Reorganized Debtors with working capital necessary to run their businesses and to fund certain capital expenditures (each such use in accordance with the Exit Facilities Term Sheet), and any letters of credit issued under the 2012 Credit Agreement and deemed issued under the DIP Facility or issued under the DIP Facility, in either case, shall be deemed to be issued under the First Lien Exit Facility or cash collateralized at 103% of any letter of credit exposure, and (ii) the Second Lien Exit Facility, comprised of term loans in the aggregate amount of approximately $260 million, the proceeds of which shall be used to pay transaction expenses and repay the DIP Facility and the 2012 Credit Agreement Claims (to the extent applicable) in full in Cash (excluding any letters of credit being continued under the First Lien Exit Facility).

The proceeds of the DIP Facility or Exit Facilities, as appropriate, will be used to, among other things, fund the costs of the restructuring of the Debtors, repay in full the 2012 Credit Agreement Claims, and provide post-Effective Date working capital to the Reorganized Debtors.

The specific terms of the Exit Facilities will be evidenced by forms of credit agreements to be filed on or before the Plan Supplement is filed. The Debtors expect the Exit Facilities may contain certain covenants, which may restrict (subject to certain exceptions) the Reorganized Debtors’ ability to incur additional indebtedness; grant liens; consummate mergers, acquisitions, consolidations, liquidations and dissolutions; sell assets; pay dividends and make other payments in respect of capital stock; make capital expenditures; make investments, loans and advances; make payments and modifications to subordinated and other material debt instruments; and enter into transactions with affiliates; and consummate sale-leaseback transactions.

It is expected that Reorganized Debtors will be a private company governed by a shareholder agreement. Holders of New Equity Interests will have rights as set forth in the New Stockholders Agreement, which shall be in substantially the form filed in the Plan Supplement, and consistent in all material respects with the New Stockholders Agreement Term Sheet attached hereto as Exhibit H.

Yes. In the event it becomes necessary to confirm the Plan over the objection of certain Classes, the Debtors may seek confirmation of the Plan notwithstanding the dissent of such objecting Classes. The Bankruptcy Court may confirm the Plan pursuant to the “cramdown” provisions of the Bankruptcy Code, which allow the Bankruptcy Court to confirm a plan that has been rejected by an impaired Class if it determines that the Plan satisfies section 1129(b) of the Bankruptcy Code. See “Risk Factors — The Debtors may not be able to obtain Confirmation of the Plan,” which begins on page 42.

The Plan Supplement will be Filed no later than five (5) days before the Confirmation Hearing, or such later date on notice to parties in interest, and additional documents may be Filed before the Effective Date as supplements or amendments to the Plan Supplement, all such documents being in form and substance reasonably acceptable to the Requisite Consenting Lenders, the Term Loan Agent and, solely to the extent adversely affecting their economic interests, the Requisite Consenting 2012 Facility Lenders, including the following: (a) the New By-Laws; (b) the New Certificates of Incorporation; (c) the Rejected Executory Contract and Unexpired Lease List (d) a list of retained Causes of Action, if any; (e) subject to the terms of Article IV.K of the Plan, the Management Incentive Program; (f) the identification of any Disbursing Agent other than the Reorganized Debtors; (g) the First Lien Exit Credit Agreement; (h) the Second Lien Exit Credit Agreement; (i) the New Employment Agreements, if any; and (j) the New Stockholders Agreement. The detailed terms of the documents to be contained in the Plan Supplement have yet to be finalized and will continue to be negotiated by the Debtors. When Filed, the Plan Supplement will be available in both electronic and hard copy form, although the Debtors will not serve paper or CD-ROM copies. Details about how to access the Plan Supplement will be provided in the notice sent to all parties in interest upon the commencement of the Chapter 11 Cases.

The Reorganized Debtors will implement a new management equity incentive plan (the “Management Incentive Plan”), which shall provide for grants of options and/or restricted units/equity reserved for management, directors, and employees in an amount of the New Equity Interests to be issued by the Reorganized Debtors sufficient to properly incentivize the senior management team of the Reorganized Debtors. The primary participants of the Management Incentive Plan, and the amount, form, exercise price, allocation and vesting of such equity-based awards with respect to such primary participants, shall be decided upon by the new board of the Reorganized Debtors.

In the ordinary course of business and as a result of their corporate structure, certain of the Debtor entities hold equity of other Debtor entities and maintain business relationships with each other, resulting in Intercompany Claims and Intercompany Interests. The Intercompany Claims reflect costs and revenues, which are allocated among the appropriate Debtor entities, resulting in Intercompany Claims.

The Plan’s treatment of Intercompany Claims and Intercompany Interests represents a common component of a chapter 11 plan involving multiple debtors in which the value of the going-concern enterprise may be replicated upon emergence for the benefit of creditor constituents receiving distributions under a plan. The Plan provides that the Reorganized Debtors may reinstate Intercompany Interests as necessary to preserve the Reorganized Debtors’ corporate structure.

The Debtors believe their decision to release any avoidance actions under the Plan is a sound exercise of their business judgment. Likewise, the Liquidation Analysis attached hereto does not reflect any potential recoveries that might be realized by a chapter 7 trustee’s potential pursuit of any Avoidance Actions because the

Debtors believe such claims are highly speculative. This includes any potential Avoidance Actions against Released Parties, as these terms are defined in the Plan.

Moreover, to the extent there are potential Avoidance Actions that could be pursued against trade creditors, the Debtors believe that pursuing such Avoidance Actions would not result in a net benefit to the Debtors’ estates, but instead could potentially harm the Reorganized Debtors’ business relationships with their trade partners. Because the Plan provides for payment in full to Holders of General Unsecured Claims, pursuit of potential Avoidance Actions against trade creditors would not impact the recoveries to Holders of any Claims in any Class. Accordingly, the Debtors have not initiated or pursued any such Causes of Action because they are not aware, at this time, of any possible Avoidance Actions that could materially increase the value of the Debtors’ estate. Additionally, many potential Avoidance Actions, if not released, would be subject to statutory and other defenses, including that the amounts sought to be avoided were paid in the ordinary course of business or were given in exchange for subsequent new value. The Debtors do not believe that the release of Avoidance Actions will materially impact recoveries under the Plan.

Because the Plan provides for payment in full to Holders of General Unsecured Claims, Claims arising from the Debtors’ rejection of Executory Contracts and Unexpired Leases will not impact the recoveries to Holders of any Claims in any Class.

The Plan proposes to release each of (a) the Debtors and the Reorganized Debtors; (b) the 2012 Credit Agreement Agent; (c) the Term Loan Agent; (d) the DIP Facility Agent; (e) the DIP Lenders; (f) the Exit Facility Agents; (g) the Exit Facility Lenders; (h) the Consenting Debtholders, (i) J.P. Morgan Securities LLC, in its capacities as sole lead arranger and sole bookrunner under the 2012 Credit Agreement, lead arranger, syndication agent and joint bookrunning manager under the Term Loan Credit Agreement, and sole lead arranger and sole bookrunner under the DIP Facility Credit Agreement and First Lien Exit Facility, and (j) such Entities’ predecessors, successors and assigns subsidiaries, Affiliates, managed accounts or funds, current and former officers, directors, principals, members, partners, shareholders employees, agents, financial advisors, attorneys, accountants, investment bankers, consultants, representatives, management companies, fund advisors, advisory board members and other professionals, and such Persons’ respective heirs, executors, estates, servants and nominees.

For more detail see “Settlement, Release, Injunction, and Related Provisions” which begins on page 32.

4:00 p.m. (prevailing Eastern Time) on March 20, 2013 for Holders of 2012 Credit Agreement Claims and Term Loan Credit Agreement Claims and 4:00 p.m. (prevailing Eastern Time) on April 10, 2013 for Holders of Second Lien Note Claims.

Section 1128(a) of the Bankruptcy Code requires the Bankruptcy Court to hold a hearing on confirmation of the Plan and any party in interest may object to Confirmation of the Plan.

Following commencement of the Chapter 11 Cases, the Debtors shall request the Bankruptcy Court to schedule promptly a Confirmation Hearing by no later than May 15, 2013 as provided in the Restructuring Support Agreement and will provide notice of the Confirmation Hearing to all necessary parties. The Confirmation Hearing may be adjourned from time to time without further notice except for an announcement of the adjourned date made at the Confirmation hearing or any adjournment thereof.

Objections to confirmation of the Plan must be Filed and served on the Debtors, and certain other parties prior to the Confirmation Hearing in accordance with the notice of the Confirmation Hearing. The Debtors will publish the notice of the Confirmation Hearing, which will contain the deadline for objections to the Plan and the date and time of the Confirmation Hearing, in the national edition of The Wall Street Journal, the Newark Star Ledger, The Press of Atlantic City, and the Philadelphia Inquirer to provide notification to those persons who may not receive notice by mail.

The confirmation of a plan of reorganization by a bankruptcy court binds the debtor, any issuer of securities under the plan of reorganization, any person acquiring property under the plan of reorganization, any creditor or equity interest holder of a debtor and any other person or entity as may be ordered by the bankruptcy court in accordance with the applicable provisions of the Bankruptcy Code. Subject to certain limited exceptions, the order issued by the bankruptcy court confirming a plan of reorganization discharges a debtor from any debt that arose before the confirmation of the plan of reorganization and provides for the treatment of such debt in accordance with the terms of the confirmed plan of reorganization.

The Debtors are reorganizing pursuant to chapter 11. As a result, Confirmation of the Plan means that the Debtors will not be liquidated or forced to go out of business. The Reorganized Debtors will continue to operate their businesses going forward using cash from operations and available liquidity under the First Lien Exit Facility, which will be utilized to implement the Reorganized Debtors’ business plan.

The Board of Directors of the Reorganized Debtors to be selected prior to the Effective Date will be composed of seven (7) members, one (1) of whom shall be the CEO and six (6) of whom shall be initially chosen by the Steering Committee. To the extent that three (3) of the directors selected by the Steering Committee have not received any required regulatory approvals by the Effective Date, the Steering Committee will work in good faith with Revel AC to implement a solution to allow the Reorganized Debtors to emerge on the Effective Date with a sitting board. The Debtors and Steering Committee, with the assistance of the executive search consulting firm Spencer Stuart, have begun a search process for members of the Reorganized Debtors’ Board of Directors.

To the extent that any debtholder contemplated to receive equity does not become licensed with the New Jersey Division of Gaming Enforcement (the “New Jersey DGE”), such member may be subject to applicable casino regulatory requirements.

Yes. The Debtors believe the Plan provides for a larger distribution to the Debtors’ creditors than would otherwise result from any other available alternative. The Debtors believe the Plan, which contemplates a significant deleveraging, is in the best interest of all creditors. Any other alternative does not in any way realize or recognize the value inherent under the Plan.

The Debtors own and operate a Las Vegas-style, beachfront entertainment resort and casino located on the boardwalk in the south inlet of Atlantic City, New Jersey (“Revel”).

Revel AC, Inc. was formed on February 7, 2011 and, on February 17, 2011, Revel AC, Inc. consummated the acquisition of Revel Entertainment Group, LLC, a Delaware limited liability company, NB Acquisition, LLC, a New Jersey limited liability company, and Revel Atlantic City, LLC, a New Jersey limited liability company (collectively, “Predecessor Revel”) from an affiliate of Morgan Stanley. From the acquisition of Predecessor Revel until opening, the Debtors’ activities were limited to the development, construction, and financing of Revel and related activities.

The New Jersey Economic Stimulus Act of 2009 created and established the Economic Redevelopment and Growth (“ERG”) Grant program for the purpose of encouraging redevelopment projects in qualifying economic redevelopment and growth grant incentive areas through the provision of the State of New Jersey and municipal incentive grants derived from certain incremental tax revenues realized at the project site to reimburse developers for certain project financing gap costs. On February 11, 2011, Revel AC, Inc., Revel Entertainment Group, LLC, (“REG”), the New Jersey Economic Development Authority, and the Treasurer of the State of New Jersey entered into that certain State Economic Redevelopment and Growth Incentive Grant Agreement (as amended, supplemented, or modified from time to time, the “ERG Agreement”), entitling Revel and REG to receive

approximately $261.4 million in ERG grant payments (“ERG Grant Payments”), in an effort to revitalize Atlantic City. ERG is New Jersey’s version of tax increment financing, which takes a portion of the tax revenue generated by a new project and offers those revenues to the developer as a subsidy to pursue the development.

On March 26, 2012, the Debtors were granted its gaming license by the New Jersey Casino Control Commission and on April 2, 2012, Revel opened to the public. The Debtors’ operations are conducted entirely at Revel, which is a 6.2 million square foot facility located on approximately 20 acres with 820 feet of boardwalk frontage. Its operating strategy is to create a more balanced business model than currently exists in Atlantic City, minimizing economic dependence on the traditional gaming customer and increasing its focus on the cash or resort customer. To that end, the resort offers:

Since opening, the Debtors have worked to optimize their strategy and operations. In addition to enhancing its resort and marketing leadership team, the Debtors have developed plans for additional and improved amenities, including:

The Debtors are also party to an Energy Services Agreement (“ESA”) with ACR Energy Partners, LLC (“ACR”), a joint venture of Marina Energy (a subsidiary of South Jersey Industries) and DCO Energy. Pursuant to this agreement, ACR owns and operates a Central Utility Plant (“CUP”) dedicated to providing Revel’s energy, heating, and cooling.

The Debtors and their partners currently employ approximately 4,400 people: 3,323 hired directly by the Debtors and the remainder working for the casino’s retail, food, and beverage contractors.

On February 17, 2011, the Debtors consummated a $1.15 billion financing, consisting of a term loan facility and the issuance of warrants and second lien notes.

The term loan facility consists of an $850 million, six-year senior secured tranche B term loan facility (the “Term Loan Facility”) as evidenced by that certain credit agreement dated as of February 17, 2011 (the “Term Loan Credit Agreement”) by and among Revel AC, as borrower, Revel AC, LLC, Revel Atlantic City, LLC, Revel Entertainment Group, LLC, and NB Acquisition LLC (collectively, the “Guarantors”), the lenders party thereto (the “Existing Lenders”), J.P. Morgan Securities LLC, as lead arranger and syndication agent, Morgan Stanley & Co. Incorporated, as joint bookrunning managers, and JPMorgan Chase Bank, N.A., in its capacities as administrative agent and collateral agent. The loans under the Term Loan Facility have an annual interest rate which, at Revel AC’s option, can be either: (1) a base rate plus a margin of 6.50%; or (2) the Eurodollar rate (not to be less than 1.50% per annum) plus a margin of 7.50%. All borrowings under the Term Loan Facility are required to be repaid on the final maturity date of the facility (on February 17, 2017), and obligations under the Term Loan Facility are guaranteed by the Guarantors. The obligations and guarantees under the Term Loan Facility are secured by a first

priority security interest in substantially all of the Debtors’ assets (other than the proceeds of the Second Lien Notes), subject to certain exceptions set forth in the definitive documentation for the Term Loan Facility.

As of March 13, 2013, the aggregate outstanding principal amount under the Term Loan Credit Agreement was $895,700,000.00 and accrued and unpaid interest thereon was $25,545,375.00.

The second lien notes due 2018 (the “Second Lien Notes,” and the holders of these Second Lien Notes the “Noteholders”) were issued under that certain indenture dated as of February 17, 2011 (as amended to date, and as it may hereafter be amended, supplemented or modified from time to time, the “Indenture”), by and among the Debtors, the Guarantors, and U.S. Bank National Association, as trustee (the “Second Lien Notes Indenture Trustee”). These Second Lien Notes are secured by a second lien on all or substantially all of the Debtors’ assets that are secured under the First Lien Exit Facility, but enjoy an exclusive first lien on certain ERG Proceeds designated for their benefit (as described in the ERG Agreement), and a collateral assignment of the ERG Agreement (which items of collateral do not secured the Term Loan Facility).

Pursuant to the Indenture and Section VII(1)(a) of the ERG Agreement, the Debtors pledged and assigned as security to Notes Indenture Trustee for the benefit of the Noteholders their right, title, and interest in and to the ERG Agreement, including up to the lesser of $70 million or the aggregate principal amount outstanding under the Second Lien Notes of the proceeds of the ERG Grant Payments (“ERG Proceeds”) remitted to a separate escrow account (the “ERG Pledged Account”). Section VII(1)(d) of the ERG Agreement provides that upon an Event of Default under the Indenture, the Debtors may release the ERG Proceeds from the ERG Pledged Account solely to pay amounts due under the Second Lien Notes. As of March 13, 2013, the aggregate outstanding principal amount under the Indenture was estimated to be approximately $365,741,000.00 and accrued and unpaid interest thereon was $21,456,805.33 See Article IV.B of this Disclosure Statement for additional information regarding the ERG Agreement.

On February 17, 2011, the Debtors issued 152,200 units (the “Units”), each consisting of a warrant (a “Warrant” and, collectively, the “Warrants” and, the holders of the warrants, the “Warrant Holders”) to purchase 1,000 shares of common stock of Revel AC, Inc., par value $0.0001 per share (“Common Stock”), subject to certain adjustments, pursuant to the Warrant Agreement, dated as of February 17, 2011 (as amended to date, and as it may hereafter be amended, supplemented or modified from time to time, the “Warrant Agreement”), by and between Revel AC, Inc. and U.S. Bank National Association, and $2,000 principal amount of Revel AC, Inc.’s Second Lien Notes. The net proceeds from the offering of the Units, after deducting the initial purchase discount (approximately $7.6 million) and offering expenses paid by Revel AC, Inc., were approximately $296.0 million. On September 16, 2011, a mandatory separation event occurred and all Units were automatically separated. For each Unit, The Holder received one Warrant and $2,000 principal amount of Second Lien Notes and all Units were extinguished.

The net proceeds from the offering of the Units, together with the net proceeds of the $850.0 million Term Loan Facility, were used in part to fund the acquisition of Predecessor Revel and to pay costs and expenses related to the financing. The approximately $1.0 billion of net proceeds remaining were deposited in one or more accounts and were used to finance the construction and opening of Revel and are being used to, among other things, prefund the quarterly interest payments for the Term Loan Facility and finance the initial operations of Revel, pursuant to the terms and subject to the conditions of the Master Disbursement Agreement governing the usage of the Debtors’ construction accounts controlled by the disbursement agent thereunder (the “Disbursement Agreement”).

On May 3, 2012, Revel AC entered into amendments to the Term Loan Facility. The amendments to the Term Loan Facility provided for (1) an additional $50 million of term loan commitments that was borrowed and (2) amendments and waivers to certain provisions of the Term Loan Credit Agreement to allow for additional

project costs, which were expected to be funded in part by such term loans. The term loans funded under these commitments bear interest at the same interest rate applicable to the original term loans, mature at the same date as the original term loans, and amortize at the same rate as the original term loans.

Also on May 3, 2012, Revel AC entered into a revolving credit facility (the “Revolver”), which, as amended as of August 22, 2012, permits up to $100 million in commitments, which have been borrowed. The loans under the Revolver bear interest at a rate per annum which, at Revel AC’s option, can be either: (1) a base rate (subject to a floor of 2%) plus a margin of 6.50%; or (2) the Eurodollar rate (subject to a floor of 1%) plus a margin of 7.50%. The Revolver also carries an unused line fee of 400 bps. All borrowings under the Revolver are required to be repaid by May 22, 2015, and the obligations under the Revolver are guaranteed by Revel AC’s wholly owned subsidiaries other than SI LLC, an unrestricted subsidiary under the Revolver. Revel AC’s obligations under the Revolver and the guarantees thereof are generally secured by a first priority or “first out” security interest in substantially all of the Debtors’ assets (other than funds constituting proceeds of the Term Loan Facility and the Second Lien Notes), subject to certain exceptions set forth in the definitive documentation for the Revolver.

As of March 13, 2013, the aggregate outstanding principal amount of revolving loans under the 2012 Credit Agreement was $58,381,283.38 plus $8,704,915.34 in issued and outstanding letters of credit, which amounts may increase due to additional revolving loan borrowings, the issuance of letters of credit, and/or accrual of interest thereon (in addition to accrued and unpaid fees and interest as of March 13, 2013 in the amount of $950,054.08).

In late December 2012, the Debtors amended the 2012 Credit Agreement to provide additional financing consisting of a new super-priority $125 million term loan and a $25 million increase to the existing $100 million Revolver. Part of the new loan was used to help reduce the outstanding balance of the Revolver, while the rest of the new loan was used to add more amenities to the resort, including building a new “high limit slot ultra-lounge” and expanding the players club and eatery options. The loans under the term loan portion of the 2012 Credit Agreement bear interest at a rate per annum which, at Revel AC’s option, can be either: (1) a base rate (subject to a floor of 2%) plus a margin of 8.00%; or (2) the Eurodollar rate (subject to a floor of 1%) plus a margin of 9.00%.

As of March 13, 2013, the aggregate outstanding principal amount of term loans under the 2012 Credit Agreement is $125,000,000.00 (in addition to accrued and unpaid interest as of March 13, 2013 in the amount of $1,493,055.55).

The Debtors have also acquired approximately 2,300 slot machines under financing arrangements, for use in the casino operation. These financing arrangements, with five slot manufacturers, are payable in installments over varying time periods for the next three years.

When initially opened, Revel hoped to pull the Atlantic City casino industry out of a five-year slump, created by the sluggish economy and competition from casinos in surrounding states. After opening its doors on April 2, 2012, however, the Debtors incurred gross operating losses of $35 million and $37 million in the second and third quarters of 2012, respectively. As a result, in August 2012, Moody’s Investor Services and Standard and Poor’s downgraded the Debtors’ credit to Caa2 and CCC, respectively, basing their decisions on the belief that the Debtors’ revenues and earnings were significantly below the rate necessary for the Debtors to maintain an adequate level of liquidity and support its debt burden.

On August 20, 2012, the Debtors asked the lenders under the 2012 Credit Agreement to increase the commitments under the Revolver in order to continue operations, which such lenders provided on August 22, 2012. Unfortunately, shortly after obtaining this new credit, Revel was forced to close for six days, from October 28, 2012

to November 3, 2012, due to Hurricane Sandy. New Jersey Governor Chris Christie declared a state of emergency in Atlantic County and ordered a mandatory evacuation for Atlantic City.

In November 2012, New Jersey casino officials warned federal regulators about the Debtors’ growing debt load of more than $1.4 billion, which they believed could lead to bankruptcy or foreclosure if revenues did not increase in the foreseeable future. Atlantic City officials noted that Revel owed $12 million in unpaid property taxes, and it owed approximately $51 million to contractors. On December 27, 2012, Revel announced that it had received another $150 million in loans, including a $125 term million term loan and a $25 million increase to an existing $100 million revolving loan. With this new liquidity, Revel had sufficient proceeds to (i) satisfy their property tax obligations to Atlantic City, (ii) broaden and expand a number of critical casino amenities, and (iii) add lower-priced and quick serve restaurants.

Despite these further extensions of credit, in early 2013, Moody’s Investor Services and Standard and Poor’s further downgraded the Debtors’ credit rating to Caa3 and CC, respectively, based on concerns about whether the Debtors would have enough revenue to service its indebtedness obligations. For the month of January 2013, the Debtors earned slightly less than $8 million in gaming revenue. The January earnings results constituted a drop of 19% from December 2012 and were the second-worst monthly earnings results in the Debtors’ nine-month history.

On February 17, 2013, the Debtors’ board of directors authorized the Debtors to appoint Dennis E. Stogsdill of Alvarez & Marsal North America, LLC, the Companies’ restructuring advisor, as Chief Restructuring Officer of the Debtors, subject to regulatory approval, and such regulatory approval was granted as of February 22, 2013.

The gaming industry is highly competitive, with numerous global, national, and regional competitors. These competitors vary greatly in size, brand identity, quality and breadth of facilities, financial strength, and geographic diversity. Several of the largest companies in the industry are publicly traded and have properties across several markets, including Asia, Las Vegas, and various domestic regional markets.

In general, the industry has been negatively impacted by the economic downturn in recent years and by ever increasing competition. This has negatively impacted key revenue factors, including hotel Average Daily Rate (“ADR”), number of gaming trips and average spend per trip. Given the high fixed-cost nature of the business, decreasing revenues have a significant negative impact on a casino.

Domestically, recent years have been marked by expansion of casino entertainment into new markets beyond the more traditional gaming epicenters of Las Vegas and Atlantic City, NJ. Additional gaming and room capacity has been built in Connecticut, Indiana, Illinois, Iowa, Kansas, Louisiana, Maryland, Michigan, Mississippi, Missouri, New York, Ohio, and Pennsylvania. In addition, tribal gaming has been expanded in various areas, including New York and California. Nevada, New Jersey, and Delaware have recently legalized on-line gambling, and Massachusetts, California, Hawaii, Illinois, Iowa and Mississippi, are currently considering online gambling legislation.

As a result of the general economic slowdown and increased gaming capacity nationwide, the industry has begun a consolidation period. Boyd Gaming Corporation acquired Peninsula Gaming, LLC and Pinnacle Entertainment, Inc.’s acquisition of Ameristar Casinos, Inc. is currently pending. In addition, Penn National Gaming recently announced its intention to spin off its gaming real property assets into a real estate investment trust.

The Atlantic City gaming market has been a declining market over the past five years. In January 2013, Atlantic City suffered yet another decline in year-over-year gaming revenue. The gross gaming revenue in January 2013 was $205.6 million, which was down 13.2 percent from January 2012. Only one of the twelve Atlantic City casinos posted a year-over-year increase in gaming win.

As discussed in detail above, the Debtors have outstanding prepetition debt obligations of approximately $1.5 billion. In 2012, the Debtors’ earnings before interest, taxes, depreciation and amortization (“EBITDA”) was ($111.1 million) and the Debtors did not have the capacity to service $1.5 billion of debt. Consequently, the Debtors commenced negotiations with its secured lenders, resulting in subsequent extensions of credit pursuant to the 2012 Credit Facility. While the 2012 Credit Facility lenders provided those extensions of credit to enable the Debtors to finalize the build-out of Revel, expand the casino amenities, and provide liquidity until the Debtors could achieve normalized operations, the Debtors have not generated sufficient revenues to meet their ongoing debt obligations. In response to the Debtors’ depressed financial performance and declining financial condition described above, and after thoroughly evaluating their options, the Debtors determined that it was in the best interests of the business to agree to terms for a comprehensive restructuring to be effectuated through the Chapter 11 Cases.

In the weeks leading up to the dissemination of this Disclosure Statement, the Debtors and their advisors engaged in extensive negotiations and discussions with the Steering Committee, Term Loan Agent, and their respective advisors regarding the terms of a potential restructuring of the Debtors obligations under the prepetition credit facilities and the Indenture.

After good faith, arm’s length negotiations, the Debtors reached an agreement with the Steering Committee and Term Loan Agent with respect to a consensual restructuring on the terms set forth in the Plan, and formalized by the Restructuring Support Agreement dated as of February 19, 2013, amended by the First Amendment to the Restructuring Support Agreement as of March 8, 2013 and amended by the Second Amendment to the Restructuring Support Agreement as of March 13, 2013. The Debtors received executed signature pages to the Restructuring Support Agreement from Holders of a majority of outstanding 2012 Credit Agreement Claims, Term Loan Credit Agreement Claims, and Second Lien Note Claims. Prior to commencing the Solicitation, the Debtors, the Steering Committee, and the Term Loan Agent finalized the Plan in a manner consistent with the restructuring term sheet appended to the Restructuring Support Agreement, which provides that Holders of Term Loan Credit Agreement Claims will receive 100 percent of the common equity in the Reorganized Debtors (subject to dilution by the Management Incentive Plan) on account of their claims. The agreed-upon Plan also provides for the treatment of the Noteholders and fully satisfies the Allowed Claims of the Debtors’ general unsecured creditors. The Plan is materially consistent with the terms of the Restructuring Support Agreement, attached hereto as Exhibit B. In light of the agreement set forth in the Restructuring Support Agreement, the Debtors determined not to make the February 19, 2013 interest payment under the Term Loan Credit Agreement in order to conserve cash for operational expenses.

Pursuant to the Restructuring Support Agreement, the Consenting Debtholders have agreed to support the Plan, provided that the Debtors are successful in taking the steps necessary to meet the various agreed upon milestones, which include the following:

On or about March 12, 2013, prior to filing the Chapter 11 Cases, the Debtors caused a copy of the Plan, this Disclosure Statement, and the appropriate Ballots to be delivered to the Holders of Class 1 2012 Credit Agreement Claims, Class 2 Term Loan Credit Agreement Claims, and Class 3 Second Lien Note Claims. The Debtors established March 20, 2013 at 4:00 p.m. (prevailing Eastern Time) for Holders of 2013 Credit Agreement Claims and Term Loan Credit Agreements Claims and April 10, 2013 at 4:00 p.m. (prevailing Eastern Time) for Holders of Second Lien Note Claims as the deadlines for the receipt of votes to accept or reject the Plan; provided that Holders of Claims or Interests who cast a Ballot prior to the time of filing of any of the Debtors’ chapter 11 petitions shall not be entitled to change their vote or cast new Ballots. On the Petition Date, along with the Plan and this Disclosure Statement, the Debtors intend to File a motion seeking approval of the adequacy of this Disclosure Statement, approval of the Solicitation Package and Confirmation of the Plan.

The Debtors have determined that prolonged chapter 11 cases would damage severely their ongoing business operations and threaten their viability as a going concern. The prepackaged nature of the Plan (as set forth in the Plan and described herein) allows the Debtors to exit Chapter 11 quickly, while the provisions of the Plan allow the Debtors to meet their working capital needs and de-lever their balance sheet.

Under the Plan, the Debtors will equitize 100 percent of their obligations under the Term Loan Credit Agreement and replace the Second Lien Notes with Contingent Payment Rights and thereby de-lever the Debtors’ balance sheet by approximately $1.15 billion. After emergence from Chapter 11, the Debtors’ only debt obligations with recourse to the Reorganized Debtors will consist of (i) the First Lien Exit Facility comprised of a revolving credit facility of $75 million of availability and (ii) the Second Lien Exit Facility comprised of term loans of approximately $255 million and which will effectively refinance the DIP Facility and replace the prepetition 2012 Credit Agreement. Holders of Contingent Payment Rights will have recourse to only ERG Proceeds and will not have recourse to the Reorganized Debtors.

The Debtors’ Plan proposes to pay all General Unsecured Claims (classified in Class 6) in full, in Cash either on the Effective Date or in the ordinary course of business after the Debtors’ chapter 11 emergence.

In accordance with section 1123(a)(1) of the Bankruptcy Code, Administrative Claims, Priority Tax Claims, DIP Facility Claims, and Intercompany Interests have not been classified and, thus, are excluded from the Classes of Claims and Interests set forth in Article III of the Plan.

Except with respect to Administrative Claims that are Fee Claims and except to the extent that a Holder of an Allowed Administrative Claim and the applicable Debtor(s) agree to less favorable treatment with respect to such Holder, each Holder of an Allowed Administrative Claim shall be paid in full in Cash on the later of: (1) on or as soon as reasonably practicable after the Effective Date if such Administrative Claim is Allowed as of the Effective Date; (2) on or as soon as reasonably practicable after the date such Administrative Claim is Allowed; and (3) the date such Allowed Administrative Claim becomes due and payable, or as soon thereafter as is practicable; provided, however, that Allowed Administrative Claims that arise in the ordinary course of the Debtors’ business shall be paid in the ordinary course of business in accordance with the terms and subject to the conditions of any agreements governing, instruments evidencing, or other documents relating to such transactions. Notwithstanding the foregoing, no request for payment of an Administrative Claim need be Filed with respect to an Administrative Claim previously Allowed by Final Order. All Administrative Claims arising or granted under the DIP Order shall be deemed Allowed by Final Order.

On or before the Effective Date, (1) holders of DIP Facility Claims shall receive payment in full in Cash of all DIP Facility Claims or shall have such DIP Facility Claims refinanced or converted in accordance with the terms of the DIP Facility Credit Agreement and the Exit Credit Agreements except to the extent that the holders of DIP Facility Claims agree to a different treatment, and (2) the fees, expenses, costs and other charges of the DIP Facility Agent and its advisors and professionals shall receive payment in full in Cash on account of such Claims. The liens and security interests securing the DIP Facility Claims shall continue in full force and effect until the DIP Facility Claims have been paid in full in Cash on the Effective Date or refinanced by (or converted into) the Exit Facilities, unless the holders of the DIP Facility Claims agree to a different treatment; provided that, the DIP Facility Claims and the fees, expenses, costs and other charges of the DIP Facility Agent and its advisors and professionals shall not be waived, discharged, or released unless and until such claims are paid in full in Cash on the Effective Date, or, solely with respect to the DIP Facility Claims, unless and until the DIP Facility Claims are refinanced or converted in accordance with the terms of the DIP Facility Credit Agreement and the Exit Credit Agreements; and provided further that, unless otherwise agreed, any letters of credit issued under the 2012 Credit Agreement and deemed issued under the DIP Facility or issued under the DIP Facility shall be deemed to be issued under the First Lien Exit Facility or cash collateralized at 103% of any letter of credit exposure. Any and all indemnification obligations that are provided in connection with the DIP Facility Credit Agreement shall continue and be in effect with the same force and to the same extent in connection with the execution and entry into the Exit Facilities.

Professionals asserting a Fee Claim for services rendered before the Confirmation Date must File and serve on the Debtors and such other Entities who are designated by the Bankruptcy Rules, the Confirmation Order, or any other applicable order of the Bankruptcy Court, an application for final allowance of such Fee Claim no later than 20 days after the Effective Date. Objections to any Fee Claim must be Filed and served on the Reorganized Debtors and the requesting party no later than 40 days after the Effective Date. To the extent necessary, the Plan and the Confirmation Order shall amend and supersede any previously entered order regarding the payment of Fee Claims. Article II.A.2 of the Plan shall not apply to any fees and expenses (including attorney’s fees and fees for other retained professionals, advisors and consultants) of the 2012 Credit Agreement Agent, the Term Loan Agent, the DIP Facility Agent, the Exit Facility Agent, and the Steering Committee incurred in connection with the Chapter 11

Cases, the negotiation and formulation of the Plan, DIP Facility and Exit Facility and related documents, and all transactions set forth herein or necessary to implement and consummate the Plan (whether incurred before or after the Petition Date).

Except as otherwise specifically provided in the Plan, from and after the Confirmation Date, the Reorganized Debtors shall, in the ordinary course of business and without any further notice to or action, order or approval of the Bankruptcy Court, subject to the terms of the DIP Order, pay in Cash the reasonable legal, professional, or other fees and expenses related to implementation and Consummation of the Plan incurred by the Reorganized Debtors through and including the Effective Date. Upon the Confirmation Date, any requirement that Professionals comply with sections 327 through 331 and 1103 of the Bankruptcy Code in seeking retention or compensation for services rendered after such date shall terminate, and the Reorganized Debtors may employ and pay any Professional for services rendered or expenses incurred after the Confirmation Date in the ordinary course of business without any further notice to any party or action, order or approval of the Bankruptcy Court.

Except as otherwise provided in Article II.A of the Plan, requests for payment of Administrative Claims must be Filed and served on the Reorganized Debtors pursuant to the procedures specified in the Confirmation Order and the notice of entry of the Confirmation Order no later than the Administrative Claims Bar Date. Holders of Administrative Claims that are required to, but do not, File and serve a request for payment of such Administrative Claims by such date shall be forever barred, estopped, and enjoined from asserting such Administrative Claims against the Debtors or their property and such Administrative Claims shall be deemed discharged as of the Effective Date. Objections to such requests, if any, must be Filed and served on the Reorganized Debtors and the requesting party no later than the Administrative Claims Objection Deadline.

Except to the extent that a Holder of an Allowed Priority Tax Claim agrees to a less favorable treatment, in exchange for full and final satisfaction, settlement, release, and discharge of each Allowed Priority Tax Claim, each holder of an Allowed Priority Tax Claim due and payable on or before the Effective Date shall receive, on the Distribution Date, at the option of the Debtors, one of the following treatments: (a) Cash in an amount equal to the amount of such Allowed Priority Tax Claim, plus interest at the rate determined under applicable nonbankruptcy law and to the extent provided for by section 511 of the Bankruptcy Code; (b) Cash in an aggregate amount of such Allowed Priority Tax Claim payable in installment payments over a period of time not to exceed five years after the Petition Date, pursuant to section 1129(a)(9)(C) of the Bankruptcy Code, plus interest at the rate determined under applicable nonbankruptcy law and to the extent provided for by section 511 of the Bankruptcy Code; or (c) such other treatment as may be agreed upon by such holder and the Debtors or otherwise determined upon an order of the Bankruptcy Court.

On the Effective Date, the Debtors shall pay, in full in Cash, any fees due and owing to the U.S. Trustee at the time of Confirmation. On and after the Effective Date, Reorganized Debtors shall pay the applicable U.S. Trustee fees for each of the Reorganized Debtors until the entry of a final decree in each such Debtor’s Chapter 11 Case or until each such Chapter 11 Case is converted or dismissed.

Pursuant to section 1122 of the Bankruptcy Code, set forth below is a designation of Classes of Claims and Interests. All Claims and Interests, except for Administrative Claims, DIP Facility Claims, and Priority Tax Claims, are classified in the Classes set forth in Article III of the Plan. A Claim or Interest is classified in a particular Class only to the extent that the Claim or Interest qualifies within the description of that Class and is classified in other Classes to the extent that any portion of the Claim or Interest qualifies within the description of such other Classes. A Claim also is classified in a particular Class for the purpose of receiving distributions pursuant to the Plan only to the extent that such Claim is an Allowed Claim in that Class and has not been paid, released, or otherwise satisfied before the Effective Date.

To the extent a Class contains Allowed Claims or Allowed Interests with respect to a particular Debtor, the treatment provided to each Class for distribution purposes is specified below:

All consideration necessary for the Reorganized Debtors to make payments or distributions pursuant hereto shall be obtained from the Exit Facilities or other Cash from the Debtors, including Cash from business operations. Further, the Debtors and the Reorganized Debtors will be entitled to transfer funds between and among themselves as they determine to be necessary or appropriate to enable the Reorganized Debtors to satisfy their obligations under the Plan. Except as set forth in the Plan, any changes in intercompany account balances resulting from such transfers will be accounted for and settled in accordance with the Debtors’ historical intercompany account settlement practices and will not violate the terms of the Plan.

and covenants of which shall be structured in a manner consistent with the Exit Facilities Term Sheet, without further notice to or order of the Bankruptcy Court, act or action under applicable law, regulation, order, or rule or vote, consent, authorization, or approval of any person. The Exit Facilities shall provide sufficient new Cash to repay the DIP Facility in full (including a roll up of any letters of credit thereunder or the cash collateralization at 103% of any letter of credit exposure) and fund a post-Effective Date revolving credit facility with available funds as of the Effective Date sufficient to provide the Reorganized Debtors with working capital necessary to run their businesses and to fund certain capital expenditures.

The issuance of the New Equity Interests by Reorganized Debtors, including options, stock appreciation rights or other equity awards, if any, in connection with the Management Incentive Program, is authorized without the need for any further corporate action and without any further action by the Holders of Claims or Interests.

On the Effective Date, an initial number of approximately 7.5 million shares of New Equity Interests shall be issued and distributed to Holders of Claims in Class 2, subject to dilution with respect to any shares issued pursuant to the Management Incentive Program.

All of the shares of New Equity Interests issued pursuant to the Plan shall be duly authorized, validly issued, fully paid, and non-assessable. Each distribution and issuance of the New Equity Interests under the Plan shall be governed by the terms and conditions set forth in the Plan applicable to such distribution or issuance and by the terms and conditions of the instruments evidencing or relating to such distribution or issuance, which terms and conditions shall bind each Entity receiving such distribution or issuance.

Upon the Effective Date, Reorganized Debtors shall be a private company governed by the New Stockholders Agreement. The New Stockholders Agreement shall be adopted on the Effective Date and shall be deemed to be valid, binding, and enforceable in accordance with its terms, and each holder of New Equity Interests shall be bound thereby. The Holders of Claims in Class 2 shall be required to execute the New Stockholders Agreement before receiving their respective distributions of the New Equity Interests under the Plan.

The issuance of the Contingent Payment Rights by the Reorganized Debtors is authorized without the need for any further corporate action and without any further action by the Holders of Claims or Interests.

The New Jersey Economic Stimulus Act of 2009 created and established the Economic Redevelopment and Growth (“ERG”) Grant program for the purpose of encouraging redevelopment projects in qualifying economic redevelopment and growth grant incentive areas through the provision of the State of New Jersey and municipal incentive grants derived from certain incremental tax revenues realized at the project site to reimburse developers for certain project financing gap costs. On February 11, 2011, Revel, Revel Entertainment Group, LLC, (“REG”) the New Jersey Economic Development Authority, and the Treasurer of the State of New Jersey entered into that certain State Economic Redevelopment and Growth Incentive Grant Agreement (as amended, supplemented, or modified from time to time, the “ERG Agreement”), entitling Revel and REG to receive approximately $261.4 million in ERG grant payments (“ERG Grant Payments”).

Pursuant to Section VII(1)(a) of the ERG Agreement, the Debtors are authorized to pledge and assign as security their right, title, and interest in and to the ERG Agreement, including, without limitation, up to $70 million of the ERG Grant Payments by the payment thereof, in the manner provided in the ERG Agreement, to a separate escrow account (the “ERG Pledged Account”) to be established with an independent financial institution. The ERG Agreement includes that such pledge, assignment, and ERG Pledged Account is to be a credit enhancement to the Holders of Second Lien Notes in the event that the aggregate original principal amount of the Second Lien Notes is at least $75 million to finance a portion of the costs to complete the project that is the subject of the ERG Agreement.

amount outstanding under the Second Lien Notes at such time (the “ERG Proceeds”). The ERG Agreement provides that the ERG Pledged Account shall be funded by the remittance of a sum equal to 45 percent of the annual ERG Grant Payments as and when such ERG Grant Payments are reimbursed to the Reorganized Debtors under the ERG Agreement. The funding of the ERG Pledged Account as provided in the ERG Agreement shall continue until the ERG Pledged Account has a balance equal to the lesser of $70 million or the then outstanding aggregate principal amount of the Second Lien Notes. As of March 13, 2013, the ERG Pledged Account has a balance of zero dollars. The Reorganized Debtors intend to fund the ERG Pledged Account by the remittance of a sum equal to 45 percent of the annual ERG Grant Payments as and when such ERG Grant Payments are reimbursed to the Reorganized Debtors under the ERG Agreement up to a maximum of $70 million. The ERG Agreement shall not be modified by the Plan.

Section VII(1)(d) of the ERG Agreement provides that ERG Proceeds may only be released to the Holders of Second Lien Notes upon an Event of Default under the Indenture, at which time the ERG Proceeds may be released to the Holders of Second Lien Notes solely to pay principal, interest and other amounts due and payable under the Second Lien Notes. If the Debtors File Chapter 11 bankruptcy petitions commencing the Chapter 11 Cases it will constitute an Event of Default under the Indenture, although such Event of Default will be unenforceable once the Chapter 11 Cases commence.

Based on the above, on the Effective Date, and in accordance with the Contingent Payment Rights Term Sheet, the Reorganized Debtors shall issue Contingent Payment Rights to Holders of Second Lien Note Claims on a Pro Rata basis. From the Effective Date to the Expiration Date, each Holder of Contingent Payment Rights shall be entitled to receive its Pro Rata share of ERG Proceeds that are remitted to the ERG Pledged Account. Such Pro Rata payment to Holders of Contingent Payment Rights shall be made within thirty days after such ERG Proceeds are remitted to the ERG Pledged Account. If no such distributions are required to be made prior to the Expiration Date, the Contingent Payment Rights will terminate and cease to exist and Holders thereof will receive no value on account of the Contingent Payment Rights. The Contingent Payment Right shall only have recourse to the ERG Proceeds remitted to the ERG Pledged Account up to an aggregate amount of $70 million and shall not have recourse to the Reorganized Debtors.

The Reorganized Debtors shall maintain a register, which may be the Reorganized Debtors, identifying each Holder of the Contingent Payment Rights and the amount of the Contingent Payment Rights held by such Holder. The Contingent Payment Rights may be transferred or assigned by a Holder thereof only upon prior notice by such Holder to the Reorganized Debtors and pursuant to a form of assumption and assignment agreement (such form to be an exhibit to the Second Lien Note Claim Contingent Payment Rights Agreement); provided, however, that any fee, cost, tax, assessment, expense or other charge assessed, levied or imposed by any governmental unit or agency or division thereof upon the sale, transfer, assignment or other disposition of the Contingent Payment Rights shall not be borne by the Reorganized Debtors and shall be the sole responsibility of the transferor of such Contingent Payment Rights.

The Contingent Payment Rights shall not entitle Holders thereof to vote, receive dividends or be deemed for any purpose the Holder of any securities of the Reorganized Debtors in connection with holdings of the Contingent Payment Rights, nor shall Contingent Payment Rights confer or be construed to confer any of the rights of a stockholder of the Reorganized Debtors or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders.

On the Effective Date, or as soon as reasonably practicable thereafter, the Reorganized Debtors may take all actions as may be necessary or appropriate to effect any transaction described in, approved by, contemplated by or necessary to effectuate the Plan, including: (a) the execution and delivery of appropriate agreements or other documents of merger, consolidation, restructuring, conversion, disposition, transfer, dissolution, or liquidation containing terms that are consistent with the terms of the Plan and that satisfy the applicable requirements of applicable law and any other terms to which the applicable Entities may agree; (b) the execution and delivery of appropriate instruments of transfer, assignment, assumption, or delegation of any asset, property, right, liability, debt or obligation on terms consistent with the terms of the Plan and having other terms for which the applicable parties

agree; (c) the filing of appropriate certificates or articles of incorporation, reincorporation, merger, consolidation, conversion, or dissolution pursuant to applicable state law; and (d) all other actions that the applicable Entities determine to be necessary or appropriate, including making filings or recordings that may be required by applicable law.

Except as otherwise provided in the Plan or any agreement, instrument, or other document incorporated in the Plan or the Plan Supplement, on the Effective Date, each Debtor shall continue to exist after the Effective Date as a separate corporation, limited liability company, partnership, or other form of entity, as the case may be, with all the powers of a corporation, limited liability company, partnership, or other form of entity, as the case may be, pursuant to the applicable law in the jurisdiction in which each applicable Debtor is incorporated or formed and pursuant to the respective certificate of incorporation and by-laws (or other analogous formation or governing documents) in effect before the Effective Date, except to the extent such certificate of incorporation and bylaws (or other analogous formation or governing documents) are amended by the Plan or otherwise. To the extent such documents are amended, such documents are deemed to be amended pursuant to the Plan and require no further action or approval (other than any requisite filings required under applicable state, provincial, or federal law).

Except as otherwise provided in the Plan or any agreement, instrument, or other document incorporated in the Plan or the Plan Supplement, on the Effective Date, all property in each Estate, all Causes of Action, and any property acquired by any of the Debtors pursuant to the Plan shall vest in each respective Reorganized Debtor, free and clear of all Liens, Claims, charges, or other encumbrances, except for Liens securing the Exit Facilities. On and after the Effective Date, except as otherwise provided in the Plan, each Reorganized Debtor may operate its business and may use, acquire, or dispose of property and compromise or settle any Claims, Interests, or Causes of Action without supervision or approval by the Bankruptcy Court and free of any restrictions of the Bankruptcy Code or Bankruptcy Rules.

Except as otherwise provided in the Plan or any agreement, instrument, or other document incorporated in the Plan or the Plan Supplement, on the Effective Date: (a) the obligations of the Debtors under the 2012 Credit Agreement, the DIP Facility Credit Agreement, the Term Loan Credit Agreement, the Second Lien Notes, and any other certificate, share, note, bond, indenture, purchase right, option, warrant, or other instrument or document, directly or indirectly, evidencing or creating any indebtedness or obligation of or ownership interest in the Debtors giving rise to any Claim or Interest (except such certificates, notes, or other instruments or documents evidencing indebtedness or obligations of the Debtors that are specifically Reinstated pursuant to the Plan) shall be cancelled solely as to the Debtors, and the Reorganized Debtors shall not have any continuing obligations thereunder; and (b) the obligations of the Debtors pursuant, relating, or pertaining to any agreements, indentures, certificates of designation, bylaws, or certificate or articles of incorporation or similar documents governing the shares, certificates, notes, bonds, purchase rights, options, warrants, or other instruments or documents evidencing or creating any indebtedness or obligation of the Debtors (except such agreements, certificates, notes, or other instruments evidencing indebtedness or obligations of the Debtors that are specifically Reinstated pursuant to the Plan) shall be released and discharged; provided, however, notwithstanding Confirmation or the occurrence of the Effective Date, any such indenture or agreement that governs the rights of the Holder of a Claim shall continue in effect solely for purposes of enabling Holders of Allowed Claims to receive distributions under the Plan; provided, further, however, that the preceding proviso shall not affect the discharge of Claims or Interests pursuant to the Bankruptcy Code, the Confirmation Order, or the Plan or result in any expense or liability to the Reorganized Debtors, except to the extent set forth in or provided for under the Plan. On and after the Effective Date, all duties and responsibilities of the 2012 Credit Agreement Agent, the DIP Administrative Agent, the Term Loan Agent, and the Second Lien Notes Indenture Trustee, as applicable, shall be discharged unless otherwise specifically set forth in or provided for under the Plan.

Upon the Effective Date, or as soon thereafter as is reasonably practicable, all actions contemplated by the Plan shall be deemed authorized and approved in all respects, including: (a) execution and entry into the Exit Facility; (b) the issuance of the Contingent Payment Rights; (c) the distribution of the New Equity Interests; (d) selection of the directors and officers for the Reorganized Debtors; (e) implementation of the restructuring transactions contemplated by the Plan, as applicable; (f) adoption of the Management Incentive Program, if applicable; (g) adoption or assumption, as applicable, of the agreements with existing management, if any; and (h) all other actions contemplated by the Plan (whether to occur before on or after the Effective Date). All matters provided for in the Plan involving the corporate structure of the Reorganized Debtors, and any corporate action required by the Debtors or the Reorganized Debtors in connection with the Plan shall be deemed to have occurred and shall be in effect, without any requirement of further action by the security holders, directors or officers of the Debtors or the Reorganized Debtors. On or (as applicable) before the Effective Date, the appropriate officers of the Debtors or the Reorganized Debtors (as applicable) shall be authorized and (as applicable) directed to issue, execute, and deliver the agreements, documents, securities, and instruments contemplated by the Plan (or necessary or desirable to effect the transactions contemplated by the Plan) in the name of and on behalf of the Reorganized Debtors, including the Exit Credit Agreements and any and all related and ancillary agreements, documents, and filings, New Equity Interests, Contingent Payment Rights, and any and all other agreements, documents, securities, and instruments relating to the foregoing. The authorizations and approvals contemplated by Article IV of the Plan shall be effective notwithstanding any requirements under non-bankruptcy law. The issuance of the New Equity Interests shall be exempt from the requirements of section 16(b) of the Securities Exchange Act of 1934 (pursuant to Rule 16b-3 promulgated thereunder) with respect to any acquisition of such securities by an officer or director (or a director deputized for purposes thereof) as of the Effective Date.

On or immediately before the Effective Date, the Reorganized Debtors will file their respective New Certificates of Incorporation with the applicable Secretaries of State and/or other applicable authorities in their respective states, provinces or countries of incorporation in accordance with the corporate laws of the respective states, provinces, or countries of incorporation. Pursuant to section 1123(a)(6) of the Bankruptcy Code, the New Certificates of Incorporation will prohibit the issuance of non-voting equity securities. After the Effective Date, the Reorganized Debtors may amend and restate their respective New Certificates of Incorporation and New By-Laws and other constituent documents as permitted by the laws of their respective states, provinces, or countries of incorporation and their respective New Certificates of Incorporation and New By-Laws.

Consistent with the Debtors’ obligations under section 1129(a)(5) of the Bankruptcy Code to disclose the identity of individuals proposed to serve as officers of the Reorganized Debtors, the Debtors intend to appoint Jeffrey Hartmann as interim Chief Executive Officer pending regulatory approval. The Executive Transition Agreement, attached hereto as Exhibit J, is a comprehensive transition agreement by and between the Debtors and Kevin DeSanctis and Michael Garrity (together, the “Executives”), the Debtors’ current Chief Executive Officer and Chief Investment Officer, respectively. Pursuant to the Executive Transition Agreement, the Executives have agreed to resign from any position they hold with the Debtors on the later of the date (a) that provisional regulatory approval is obtained for the appointment of replacement personnel and (b) the Debtors begin soliciting votes for the Plan 5 (the “Resignation Date”). Upon such resignations the Debtors will hire replacement personnel to fill the roles performed by the Executives, except that Mr. DeSanctis will remain Chief Executive Officer, and Mr. Garrity will remain Chief Investment Officer of Revel Development Group LLC (“RDG”), a non-debtor. To the extent Mr. Hartmann does not receive provisional regulatory approval, the Executives shall retain their positions with the Debtors subject to further action of the Debtors’ board of directors.

(“MTGA”), an instrumentality of the Mohegan Tribe that owns and operates Mohegan Sun. In this position, Hartmann oversaw MTGA Corporate Finance and Strategic Development. Hartmann also served as Chief Financial Officer for the Connecticut Sun, the WNBA’s professional women’s basketball franchise, which is owned and operated by Mohegan Sun and calls Mohegan Sun Arena home. Prior to joining Mohegan Sun, he served as Vice President of Finance for Foxwoods Management Company from 1991 to 1996. Mr. Hartmann was employed by PricewaterhouseCoopers, LLP, as an Audit Manager from 1984 to 1991. He is a Certified Public Accountant and a graduate of Rutgers University.

Transition Agreement, with such development and consulting services to be performed solely by the Executives. The Development Arrangement will be on a full time basis from the Resignation Date through and including May 31, 2013 (the “Development Phase”). Starting on June 1, 2013, the Consulting Arrangement will be for up to 19.9% of the Executives’ time until the six month anniversary of the Resignation Date (the “Consulting Phase”).

The Executive Transition Agreement was extensively negotiated in good faith and is an integral component of the Debtors’ overall restructuring. The Executive Transition Agreement will be expressly assumed by the Reorganized Debtors pursuant to the Plan or earlier pursuant to sections 363 and/or 365 of the Bankruptcy Code. If approval of the Executive Transition Agreement is denied, then the Executives will be permitted a rescission right for five days after such denial (for the avoidance of doubt, in no event shall the Executives be reemployed or reinstated with the Company). In the event that the Executives rescind the Executive Transition Agreement, they shall be deemed to have resigned on the date of the rescission for Good Reason within the meaning of their Employment Agreements.

As of the Effective Date, the term of the current members of the board of directors of Revel AC shall expire, and the initial boards of directors, including the New Revel Board and the New Subsidiary Boards, as well as the officers of each of the Reorganized Debtors shall be appointed in accordance with the New Certificates of Incorporation and New By-Laws of each Reorganized Debtor.

On the Effective Date, the New Revel Board shall consist of seven (7) directors, one (1) of whom shall be the Chief Executive Officer of Revel AC and six (6) of whom shall be initially chosen by the Steering Committee. To the extent that at least three (3) of the directors selected by the Steering Committee have not received any required regulatory approvals by the Effective Date, the Steering Committee will work in good faith with the Debtors to implement a solution to allow the Reorganized Debtors to emerge on the Effective Date with a sitting board.

Pursuant to section 1129(a)(5) of the Bankruptcy Code, the Debtors will disclose in advance of the Confirmation Hearing the identity and affiliations of any Person proposed to serve on the initial New Revel Board and the New Subsidiary Boards, as well as those Persons that serve as an officer of any of the Reorganized Debtors. To the extent any such director or officer is an “insider” as such term is defined in section 101(31) of the Bankruptcy Code, the nature of any compensation to be paid to such director or officer will also be disclosed. Each such director and officer shall serve from and after the Effective Date pursuant to the terms of the New Certificates of Incorporation, New By-Laws, and other constituent documents of the Reorganized Debtors.

On and after the Effective Date, the Reorganized Debtors and the officers and members of the New Boards thereof, are authorized to and may issue, execute, deliver, file, or record such contracts, Securities, instruments, releases, and other agreements or documents and take such actions as may be necessary or appropriate to effectuate, implement and further evidence the terms and conditions of the Plan and the Securities issued pursuant to the Plan, including the New Equity Interests, in the name of and on behalf of the Reorganized Debtors, without the need for any approvals, authorization or consents except those expressly required pursuant to the Plan.

The Confirmation Order shall provide that on the Effective Date the Reorganized Debtors will implement the Management Incentive Program, which shall provide for grants of options and/or restricted units or equity reserved for management, directors, and employees in an amount of the New Equity Interests to be issued by the Reorganized Debtors sufficient to properly incentivize the senior management teach of the Reorganized Debtors. The primary participants of the Management Incentive Program, including the amount, form, exercise price, allocation, and vesting of such equity-based awards with respect to such primary participants, shall be decided upon by the New Revel Board.

On the Effective Date, Reorganized Debtors shall enter into the New Employment Agreements, if any.

Pursuant to section 1146(a) of the Bankruptcy Code, any transfers of property pursuant hereto shall not be subject to any stamp tax or other similar tax or governmental assessment in the United States, and the Confirmation Order shall direct and be deemed to direct the appropriate state or local governmental officials or agents to forgo the collection of any such tax or governmental assessment and to accept for filing and recordation instruments or other documents pursuant to such transfers of property without the payment of any such tax or governmental assessment. Such exemption specifically applies, without limitation, to (a) the creation of any mortgage, deed of trust, lien, or other security interest; (b) the making or assignment of any lease or sublease; (c) any restructuring transaction authorized by the Plan; or (d) the making or delivery of any deed or other instrument of transfer under, in furtherance of or in connection with the Plan, including: (1) any merger agreements; (2) agreements of consolidation, restructuring, disposition, liquidation or dissolution; (3) deeds; (4) bills of sale; or (5) assignments executed in connection with any Restructuring Transaction occurring under the Plan.

As of the Effective Date, the Debtors shall assume (and assign to the Reorganized Debtors if necessary to continue the D&O Liability Insurance Policies in full force) all of the D&O Liability Insurance Policies pursuant to section 365(a) of the Bankruptcy Code. Entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval of the Debtors’ assumption of the D&O Liability Insurance Policies. Confirmation of the Plan shall not discharge, impair or otherwise modify any obligations assumed by the foregoing assumption of the D&O Liability Insurance Policies, and each such obligation shall be deemed and treated as an Executory Contract that has been assumed by the Debtors under the Plan as to which no Proof of Claim need be Filed. On or before the Effective Date, the Reorganized Debtors may obtain reasonably sufficient tail coverage (i.e., D&O insurance coverage that extends beyond the end of the policy period) under a directors and officers’ liability insurance policy for the current and former directors, officers, and managers for such terms or periods of time, and placed with such insurers, to be reasonable under the circumstances and reasonably acceptable to the Steering Committee or as otherwise specified and ordered by the Bankruptcy Court in the Confirmation Order and to the extent such tail coverage is obtained on or before the Effective Date, such policies shall be considered D&O Liability Insurance Policies and shall be assumed by the Reorganized Debtors.

In accordance with section 1123(b) of the Bankruptcy Code, but subject to Article VIII of the Plan, the Reorganized Debtors shall retain and may enforce all rights to commence and pursue, as appropriate, any and all Causes of Action, whether arising before or after the Petition Date, including any actions specifically enumerated in the Plan Supplement, and the Reorganized Debtors’ rights to commence, prosecute, or settle such Causes of Action shall be preserved notwithstanding the occurrence of the Effective Date. For the avoidance of doubt, the preservation of Causes of Action described in the preceding sentence includes, but is not limited to, the Debtors’ right to object to (a) Unsecured Claims in excess of $2.5 million and (b) Administrative Claims. The Reorganized Debtors may pursue such Causes of Action, as appropriate, in accordance with the best interests of the Reorganized Debtors in their discretion. No Entity may rely on the absence of a specific reference in the Plan,

the Plan Supplement, or the Disclosure Statement to any Cause of Action against them as any indication that the Debtors or the Reorganized Debtors will not pursue any and all available Causes of Action against them. The Debtors and the Reorganized Debtors expressly reserve all rights to prosecute any and all Causes of Action against any Entity, except as otherwise expressly provided in the Plan.

The Reorganized Debtors reserve and shall retain the applicable Causes of Action notwithstanding the rejection or repudiation of any Executory Contract or Unexpired Lease during the Chapter 11 Cases or pursuant to the Plan. The applicable Reorganized Debtor through its authorized agents or representatives, shall retain and may exclusively enforce any and all such Causes of Action. The Reorganized Debtors shall have the exclusive right, authority, and discretion to determine and to initiate, file, prosecute, enforce, abandon, settle, compromise, release, withdraw, or litigate to judgment any such Causes of Action and to decline to do any of the foregoing without the consent or approval of any third party or further notice to or action, order, or approval of the Bankruptcy Court.

It shall be a condition to Confirmation that the following conditions shall have been satisfied or waived pursuant to the provisions of Article IX.C of the Plan:

It shall be a condition to the Effective Date of the Plan that the following conditions shall have been satisfied or waived pursuant to the provisions of Article IX.C of the Plan:

The conditions to Confirmation and to Consummation set forth in Article IX of the Plan may be waived only by the Person whom is entitled to satisfaction of such condition, without notice, leave, or order of the Bankruptcy Court or any formal action other than proceeding to confirm or consummate the Plan.

If the Consummation of the Plan does not occur, the Plan shall be null and void in all respects and nothing contained in the Plan or the Disclosure Statement shall: (1) constitute a waiver or release of any Claims by the Debtors, any Holders, or any other Entity; (2) prejudice in any manner the rights of the Debtors, any Holders, or any other Entity; or (3) constitute an admission, acknowledgment, offer, or undertaking by the Debtors, any Holders, or any other Entity in any respect.

Pursuant to sections 363 and 1123 of the Bankruptcy Code and Bankruptcy Rule 9019, and in consideration for the distributions and other benefits provided pursuant to the Plan, the provisions of the Plan shall constitute a good faith compromise of substantially all Claims, Interests, and controversies relating to the contractual, legal, and subordination rights that a Holder of a Claim may have with respect to any Allowed Claim or Interest or any distribution to be made on account of such Allowed Claim or Interest. The entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval of the compromise or settlement of all such Claims, Interests, and controversies, as well as a finding by the Bankruptcy Court that such compromise or settlement is in the best interests of the Debtors, their Estates, and Holders, and is fair, equitable, and reasonable. In accordance with the provisions of the Plan, pursuant to section 363 of the Bankruptcy Code and Bankruptcy Rule 9019(a), without any further notice to or action, order, or approval of the Bankruptcy Court, after the Effective Date, the Reorganized Debtors may compromise and settle Claims against them and Causes of Action against other Entities.

Pursuant to section 1141(d) of the Bankruptcy Code, and except as otherwise specifically provided in the Plan or in any contract, instrument or other agreement or document created pursuant to the Plan, the distributions, rights and treatment that are provided in the Plan shall be in complete satisfaction, discharge, and release, effective as of the Effective Date, of Claims (including any Intercompany Claims resolved or compromised after the Effective Date by the Reorganized Debtors), Interests, and Causes of Action of any nature whatsoever, including any interest accrued on Claims or Interests from and after the Petition Date, whether known or unknown, against, liabilities of, Liens on, obligations of, rights against, and Interests in, the Debtors or any of their assets or properties, regardless of whether any property shall have been distributed or retained pursuant to the Plan on account of such Claims and Interests, including demands, liabilities, and Causes of Action that arose before the Effective Date, any liability (including withdrawal liability) to the extent such Claims or Interests relate to services performed by employees of the Debtors before the Effective Date and that arise from a termination of employment, any contingent or non-contingent liability on account of representations or warranties issued on or before the Effective Date, and all debts of the kind specified in sections 502(g), 502(h), or 502(i) of the Bankruptcy Code, in each case whether or not: (a) a Proof of Claim based upon such debt, right, or Interest is Filed or deemed Filed pursuant to section 501 of the Bankruptcy Code; (b) a Claim or Interest based upon such debt, right, or Interest is Allowed pursuant to section 502 of the Bankruptcy Code; or (c) the Holder of such a Claim or Interest has accepted the Plan. Any default by the Debtors or their Affiliates with respect to any Claim or Interest that existed immediately before or on account of the filing of the Chapter 11 Cases shall be deemed cured on the Effective Date. The Confirmation Order shall be a judicial determination of the discharge of all Claims and Interests subject to the Effective Date occurring.

Except as otherwise provided in the Plan or in any contract, instrument, release, or other agreement or document created pursuant to the Plan, on the Effective Date and concurrently with the applicable distributions made pursuant to the Plan and, in the case of a Secured Claim, satisfaction in full of the portion of the Secured Claim that is Allowed as of the Effective Date, all mortgages, deeds of trust, Liens, pledges, or other security interests against any property of the Estates shall be fully released and discharged, and all of the right, title, and interest of any Holder of such mortgages, deeds of trust, Liens, pledges, or other security interests shall revert to the Reorganized Debtor and its successors and assigns. In addition, the Second Lien Notes Indenture Trustee shall execute and deliver all documents to evidence the release of such mortgages, deeds of trust, Liens, pledges, and other security interests and shall authorize the Reorganized Debtors to file UCC-3 termination statements (to the extent applicable) with respect thereto.

Pursuant to section 1123(b) of the Bankruptcy Code, and except as otherwise specifically provided in the Plan, for good and valuable consideration, including the service of the Released Parties to facilitate the expeditious reorganization of the Debtors and the implementation of the restructuring contemplated by the Plan, on and after the Effective Date of the Plan, the Released Parties are hereby expressly, unconditionally, irrevocably, generally, and individually and collectively released, acquitted, and discharged by the Debtors, the Reorganized Debtors, and the Estates from any and all actions, Claims, obligations, rights, suits, damages, Causes of Action, remedies, and liabilities whatsoever, including any derivative Claims asserted on behalf of the Debtors, whether known or unknown, foreseen or unforeseen, matured or unmatured, existing or hereinafter arising, in law, equity, contract, tort, or otherwise, by statute or otherwise, that the Debtors, the Reorganized Debtors, the Estates, or each of their respective Affiliates (whether individually or collectively) or on behalf of the Holder of any Claim or Interest or other Entity, ever had, now has, or hereafter can, shall, or may have, based on or relating to, or in any manner arising from, in whole or in part, the Debtors, the Debtors’ restructuring, the Chapter 11 Cases, the purchase, sale, or rescission of the purchase or sale of any Security of the Debtors or the Reorganized Debtors, the subject matter of, or the transactions or events giving rise to, any Claim or Interest that is treated in the Plan, the business or contractual arrangements between any Debtor and any Released Party, the restructuring of Claims and Interests before or during the Chapter 11 Cases, the negotiation, formulation or preparation of the Plan, the Plan Supplement, the Disclosure Statement, the Restructuring Support Agreement or related agreements, instruments, or other documents, or any other act or omission, transaction, agreement, event, or other occurrence relating to the Debtors, taking

place on or before the Confirmation Date of the Plan, other than Claims or liabilities arising out of or relating to any act or omission of a Released Party unknown to the Debtors as of the Petition Date that constitutes willful misconduct, fraud, or gross negligence, in each case as determined by Final Order of a court of competent jurisdiction.

As of the Effective Date of the Plan, to the extent permitted by applicable law, each Holder of a Claim or an Interest shall be deemed to have expressly, unconditionally, irrevocably, generally, and individually and collectively, released, acquitted, and discharged the Debtors, the Reorganized Debtors, and the Released Parties from any and all actions, Claims, Interests, obligations, rights, suits, damages, Causes of Action, remedies, and liabilities whatsoever, including any derivative Claims asserted on behalf of a Debtor, whether known or unknown, foreseen or unforeseen, matured or unmatured, existing or hereafter arising, in law, equity, contract, tort, or otherwise, that such Entity (whether individually or collectively) ever had, now has, or hereafter can, shall, or may have, based on or relating to, or in any manner arising from, in whole or in part, the Debtors, the Debtors’ restructuring, the Chapter 11 Cases, the purchase, sale, or rescission of the purchase or sale of any Security of the Debtors or the Reorganized Debtors, the subject matter of, or the transactions or events giving rise to, any Claim or Interest that is treated in the Plan, the business or contractual arrangements between any Debtor and any Released Party, the restructuring of Claims and Interests before or during the Chapter 11 Cases, the negotiation, formulation, or preparation of the Plan, the Plan Supplement, the Disclosure Statement, the Restructuring Support Agreement, or related agreements, instruments, or other documents, or any other act or omission, transaction, agreement, event, or other occurrence relating to the Debtors taking place on or before the Confirmation Date of the Plan, other than Claims or liabilities arising out of or relating to any act or omission of a Released Party that constitutes willful misconduct, fraud, or gross negligence, in each case, as determined by Final Order of a court of competent jurisdiction; provided, however, that Article VIII.E of the Plan shall not apply to any party that either did not vote to accept the Plan or submitted a Ballot and opted out of the releases contained in Article VIII.E of the Plan.

Nothing in the Plan or Confirmation Order shall discharge, release, or preclude: (a) any liability to a Governmental Unit that is not a Claim; (b) any Claim of a Governmental Unit arising on or after the Confirmation Date; (c) any liability to a Governmental Unit on the part of any Person or Entity other than the Debtors or Reorganized Debtors; (d) any valid right of setoff or recoupment by a Governmental Unit; or (e) any criminal liability. Nothing in the Plan or Confirmation Order shall enjoin or otherwise bar any Governmental Unit from asserting or enforcing, outside the Bankruptcy Court, any liability described in the preceding sentence. The discharge and injunction provisions contained in the Plan and Confirmation Order are not intended and shall not be construed to bar any Governmental Unit from, after the Confirmation Date, pursuing any police or regulatory action.

Except as otherwise specifically provided in the Plan or Plan Supplement, no Exculpated Party shall have or incur, and each Exculpated Party is hereby released and exculpated from, any (a) Exculpated Claim and (b) any obligation, Cause of Action, or liability for any Exculpated Claim, except for those that result from any such act or omission that is determined in a Final Order to have constituted fraud, gross negligence, or willful misconduct, but in all respects such Entities shall be entitled to reasonably rely upon the advice of counsel with respect to their duties and responsibilities pursuant to the Plan.

FROM AND AFTER THE EFFECTIVE DATE, ALL ENTITIES ARE PERMANENTLY ENJOINED FROM COMMENCING OR CONTINUING IN ANY MANNER, ANY CAUSE OF ACTION RELEASED OR TO BE RELEASED PURSUANT TO THE PLAN OR THE CONFIRMATION ORDER.

FROM AND AFTER THE EFFECTIVE DATE, TO THE EXTENT OF THE RELEASES AND EXCULPATION GRANTED IN ARTICLE VIII OF THE PLAN, THE RELEASING PARTIES SHALL BE PERMANENTLY ENJOINED FROM COMMENCING OR CONTINUING IN ANY MANNER AGAINST THE RELEASED PARTIES AND THE EXCULPATED PARTIES AND THEIR ASSETS AND PROPERTIES, AS THE CASE MAY BE, ANY SUIT, ACTION, OR OTHER PROCEEDING, ON ACCOUNT OF OR RESPECTING ANY CLAIM, DEMAND, LIABILITY, OBLIGATION, DEBT, RIGHT, CAUSE OF ACTION, INTEREST, OR REMEDY RELEASED OR TO BE RELEASED PURSUANT TO ARTICLE VIII OF THE PLAN.

EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THE PLAN, THE PLAN SUPPLEMENT, OR RELATED DOCUMENTS, OR IN OBLIGATIONS ISSUED PURSUANT TO THE PLAN, ALL ENTITIES WHO HAVE HELD, HOLD, OR MAY HOLD CLAIMS OR INTERESTS THAT HAVE BEEN RELEASED PURSUANT TO ARTICLE VIII.D OR ARTICLE VIII.E, DISCHARGED PURSUANT TO ARTICLE VIII.B, OR ARE SUBJECT TO EXCULPATION PURSUANT TO ARTICLE VIII.G ARE PERMANENTLY ENJOINED, FROM AND AFTER THE EFFECTIVE DATE, FROM TAKING ANY OF THE FOLLOWING ACTIONS: (A) COMMENCING OR CONTINUING IN ANY MANNER ANY ACTION OR OTHER PROCEEDING OF ANY KIND ON ACCOUNT OF OR IN CONNECTION WITH OR WITH RESPECT TO ANY SUCH CLAIMS OR INTERESTS; (B) ENFORCING, ATTACHING, COLLECTING, OR RECOVERING BY ANY MANNER OR MEANS ANY JUDGMENT, AWARD, DECREE, OR ORDER AGAINST SUCH ENTITIES ON ACCOUNT OF OR IN CONNECTION WITH OR WITH RESPECT TO ANY SUCH CLAIMS OR INTERESTS; (C) CREATING, PERFECTING, OR ENFORCING ANY ENCUMBRANCE OF ANY KIND AGAINST SUCH ENTITIES OR THE PROPERTY OR ESTATE OF SUCH ENTITIES ON ACCOUNT OF OR IN CONNECTION WITH OR WITH RESPECT TO ANY SUCH CLAIMS OR INTERESTS; AND (D) COMMENCING OR CONTINUING IN ANY MANNER ANY ACTION OR OTHER PROCEEDING OF ANY KIND ON ACCOUNT OF OR IN CONNECTION WITH OR WITH RESPECT TO ANY SUCH CLAIMS OR INTERESTS RELEASED OR SETTLED PURSUANT TO THE PLAN.

THE RIGHTS AFFORDED IN THE PLAN AND THE TREATMENT OF ALL CLAIMS AND INTERESTS HEREIN SHALL BE IN EXCHANGE FOR AND IN COMPLETE SATISFACTION OF CLAIMS AND INTERESTS OF ANY NATURE WHATSOEVER, INCLUDING ANY INTEREST ACCRUED ON CLAIMS FROM AND AFTER THE PETITION DATE, AGAINST THE DEBTORS OR ANY OF THEIR ASSETS, PROPERTY, OR ESTATES. ON THE EFFECTIVE DATE, ALL SUCH CLAIMS AGAINST THE DEBTORS SHALL BE FULLY RELEASED AND DISCHARGED, AND THE INTERESTS SHALL BE CANCELLED.

EXCEPT AS OTHERWISE EXPRESSLY PROVIDED FOR HEREIN OR IN OBLIGATIONS ISSUED PURSUANT HERETO FROM AND AFTER THE EFFECTIVE DATE, ALL CLAIMS SHALL BE FULLY RELEASED AND DISCHARGED, AND THE INTERESTS SHALL BE CANCELLED, AND THE DEBTORS’ LIABILITY WITH RESPECT THERETO SHALL BE EXTINGUISHED COMPLETELY, INCLUDING ANY LIABILITY OF THE KIND SPECIFIED UNDER SECTION 502(G) OF THE BANKRUPTCY CODE.

ALL ENTITIES SHALL BE PRECLUDED FROM ASSERTING AGAINST THE DEBTORS, THE DEBTORS’ ESTATES, THE REORGANIZED DEBTORS, EACH OF THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, AND EACH OF THEIR ASSETS AND PROPERTIES, ANY OTHER CLAIMS OR INTERESTS BASED UPON ANY DOCUMENTS, INSTRUMENTS, OR ANY ACT OR OMISSION, TRANSACTION, OR OTHER ACTIVITY OF ANY KIND OR NATURE THAT OCCURRED BEFORE THE EFFECTIVE DATE.

Subject in all respects to the provisions of the Plan, any distributions under the Plan to Holders of Second Lien Note Claims shall be received and retained free from any obligations to hold or transfer the same to any other creditor, and shall not be subject to levy, garnishment, attachment, or other legal process by any Holder by reason of claimed contractual subordination rights. Except to the extent provided in the Plan, as of the Effective Date, the subordination rights set forth in the Intercreditor Agreement shall be (and deemed to be) waived and the Confirmation Order shall constitute an injunction enjoining any Person from enforcing or attempting to enforce any

contractual, legal, or equitable subordination rights to property or other interests distributed under the Plan to Holders of Second Lien Note Claims other than as provided in the Plan.

Unless otherwise provided in the Plan or in the Confirmation Order, all injunctions or stays in effect in the Chapter 11 Cases pursuant to sections 105 or 362 of the Bankruptcy Code or any order of the Bankruptcy Court, and extant on the Confirmation Date (excluding any injunctions or stays contained in the Plan or the Confirmation Order), shall remain in full force and effect until the Effective Date. All injunctions or stays contained in the Plan or the Confirmation Order shall remain in full force and effect in accordance with their terms.

In order to facilitate the Chapter 11 Cases and minimize disruption to the Debtors’ operations, the Debtors will seek certain relief, including but not limited to, the relief summarized below. The relief sought will facilitate the administration of the Chapter 11 Cases, however, there is no guarantee that the Bankruptcy Court will grant any or all of the requested relief.

The following entities of the Debtors will File chapter 11 bankruptcy petitions on the Petition Date commencing the Chapter 11 Cases: Revel AC, Inc.; Revel AC, LLC; Revel Atlantic City, LLC; Revel Entertainment Group, LLC; and NB Acquisition LLC.

The Debtors expect the Chapter 11 Cases to proceed quickly pursuant to the terms and timeframe set forth in the Restructuring Support Agreement. As described above, the Debtors have been in extensive negotiations with the Consenting Debtholders to deleverage their balance sheet and complete a balance sheet restructuring.

The Debtors cannot assure you, however, that the Bankruptcy Court will enter various orders on the timetable anticipated by the Debtors. On the Petition Date, the Debtors will promptly request the Bankruptcy Court to set a hearing date to approve this Disclosure Statement and to confirm the Plan by no later than May 15, 2013. If the Plan is confirmed, the Effective Date of the Plan is projected to be as soon as practicable after the date the Bankruptcy Court enters the Confirmation Order and the Confirmation Order becomes a Final Order and the other conditions to consummation of the Plan set forth in Article IX of the Plan are satisfied or waived (to the extent permitted under the Plan and applicable law). Should these projected timelines prove accurate, the Debtors could emerge from protection under chapter 11 within approximately 60 days of the Petition Date.

The Debtors intend to present certain motions (the “First Day Motions”) to the Bankruptcy Court on the Petition Date seeking relief. The First Day Motions may include, but are not necessarily limited to, the following:

To expedite the Chapter 11 Cases, the Debtors intend to seek an immediate order setting dates for a combined hearing to (a) approve the adequacy of the Disclosure Statement, (b) approve the procedures for the Solicitation and (c) confirm the Plan. The Debtors will seek the earliest possible date permitted by the applicable rules and the Bankruptcy Court’s calendar for such hearing:

The Debtors expect to receive debtor in possession financing from their existing prepetition secured revolver lenders under the DIP Facility. The Debtors have available to them the $250 million DIP Facility which will be partially funded on the closing date thereof. The form of credit agreement governing the DIP Facility is set forth in Exhibit F attached hereto.

On the Petition Date, the Debtors will seek interim authority to make immediate borrowings under the DIP Facility and, as soon as practicable, will seek final Bankruptcy Court approval of the DIP Facility. The Debtors believe that the committed amount of the DIP Facility will meet the Debtors’ financing needs given the Chapter 11 Cases’ brief duration. A disbursement agreement substantially similar in form to the Disbursement Agreement shall govern the disbursement of construction expenditures during the duration of the DIP Facility.

The Debtors will seek authorization, but not direction, as of the Petition Date, to honor certain prepetition obligations to their customers and to otherwise continue certain customer programs and practices in the ordinary course of business, which include, without limitation, chips, marker, credit programs, loyalty programs, and other gaming programs at Revel. Under this motion, the Debtors intend to obtain authority to honor, exercise and perform all their respective rights and obligations (whether prepetition or postpetition) arising in the ordinary course of business under, in connection with, and in furtherance of their existing customer programs. Such relief is necessary to stabilize their customer base at the outset of these Chapter 11 Cases and to avoid needless disruptions of the Debtors’ ongoing operations.

The Debtors will seek authority to set a bar date for all claims of $2.5 million and above that is 45 days after the Petition Date. This relief will allow the Debtors to satisfy certain conditions to the Exit Facilities and facilitate the claims administration process.

This motion seeks authority for the Debtors to maintain its prepetition cash management systems after commencement of the Chapter 11 Cases, including intercompany transfers and use of bank accounts and the systems in place under the Disbursement Agreement (as utilized in connection with a disbursement agreement substantially similar in form to the Disbursement Agreement to govern the disbursement of construction expenditures during the duration of the DIP Facility). This facilitates the efficient operation of the Debtors by not requiring it to make artificial adjustments within its large and complex cash management system.

The Debtors will seek authority to pay all employees their wage Claims in the ordinary course of business. Additionally, the Debtors intend to continue all their prepetition benefit programs, including, among others, the medical, dental, 401(k), and severance plans to the extent applicable. This relief will allow the Debtors to maintain employee morale and prevent costly distractions and retention issues.

The Debtors will seek authority to pay certain liability, property, and other insurance in the ordinary course of business. Failure to maintain certain of these policies could result in personal liability on the Debtors’ officers if they are not paid. Thus, in order to prevent costly distractions to key management employees, the Debtors will seek authority to pay those insurance premiums in the ordinary course of business.

The Debtors will seek authority to pay certain sales, use, franchise, and other taxes in the ordinary course of business. Certain of these taxes impose personal liability on the Debtors’ officers if they are not paid. Thus, in order to prevent costly distractions to key management employees, the Debtors will seek authority to pay those taxes in the ordinary course of business.

The Debtors will seek an order from the Bankruptcy Court authorizing the payment of certain claims of vendors and certain other unsecured creditors, including certain claims that arose prior to our bankruptcy filing, as they become due in the ordinary course of business, subject to the continuation of ordinary trade terms.

The Debtors will move the Bankruptcy Court on the Petition Date to enter orders approving procedures for, among other things, determining adequate assurance for utility providers, prohibiting utility providers from altering, refusing, or discontinuing services, and determining that the Debtors are not required to provide any additional adequate assurance pending entry of a Final Order. The Debtors believe that uninterrupted utility services are essential to the Debtors’ ongoing operations and, therefore, to the success of the Debtors’ reorganization.

The Debtors will seek an order from the Bankruptcy Court authorizing the Debtors to establish notification and hearing procedures regarding the transfers of, or declarations of worthlessness for federal or state tax purposes with respect to, common stock in Revel AC, Inc. or of any beneficial interest therein that must be complied with before trades or transfers of such securities or declarations of worthlessness become effective and ordering that any purchase, sale, or other transfer of, or declaration of worthlessness with respect to, the common stock in violation of the proposed notification and hearing procedures shall be void ab initio. The Debtors believe that this relief will protect and preserve the Debtors’ valuable tax attributes, ultimately benefitting all stakeholders, and, conversely, loss of the Debtors’ tax attributes will cause substantial deterioration of estate value.

The Debtors also plan to File several procedural motions that are standard in Chapter 11 Cases, as well as applications to retain the various Professionals who will be assisting the Debtors during these Chapter 11 Cases.

The Debtors intend to obtain exit financing facilities to (i) pay transaction expenses and satisfy obligations under the DIP Facility on the Effective Date or continue letters of credit under the DIP Facility into the First Lien Exit Facility and (ii) fund working capital pursuant to the First Lien Exit Facility. The terms and conditions of the Exit Facilities are reflected in the Exit Facilities Term Sheet, which is attached hereto as Exhibit G.

The Debtors have attached their projected financial information as Exhibit C to this Disclosure Statement. The Debtors believe that the Plan meets the feasibility requirement set forth in section 1129(a)(11) of the Bankruptcy Code, as confirmation is not likely to be followed by liquidation or the need for further financial reorganization of the Debtors or any successor under the Plan. In connection with the development of the Plan and for the purposes of determining whether the Plan satisfies this feasibility standard, the Debtors analyzed their ability to satisfy their financial obligations while maintaining sufficient liquidity and capital resources. Management developed a business plan and prepared financial projections (the “Projections”) for the period from January 2013 through December 2017 (the “Projection Period”).

The Debtors do not, as a matter of course, publish their business plans or strategies, projections, or anticipated financial position. Accordingly, the Debtors do not anticipate that they will, and disclaim any obligation to, furnish updated business plans or projections to Holders of Claims or other parties in interest after the Confirmation Date or otherwise make such information public.

In connection with the planning and development of the Plan, the Projections were prepared by the Debtors to present the anticipated impact of the Plan. The Projections assume that the Plan will be implemented in accordance with its stated terms. The Projections are based on forecasts of key economic variables and may be

significantly impacted by, among other factors, changes in the competitive environment, regulatory changes, and/or a variety of other factors, including those factors listed in the Plan and the Disclosure Statement. Accordingly, the estimates and assumptions underlying the Projections are inherently uncertain and are subject to significant business, economic, and competitive uncertainties. Therefore, such Projections, estimates and assumptions are not necessarily indicative of current values or future performance, which may be significantly less or more favorable than set forth herein. The Projections included herein were prepared in February, 2013. Management is unaware of any circumstances as of the date of this Disclosure Statement that would require the re-forecasting of the Projections due to a material change in the Debtors’ prospects.

The Projections should be read in conjunction with the significant assumptions, qualifications and notes set forth below.

THE DEBTORS’ MANAGEMENT DID NOT PREPARE SUCH PROJECTIONS TO COMPLY WITH THE GUIDELINES FOR PROSPECTIVE FINANCIAL STATEMENTS PUBLISHED BY THE AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS AND THE RULES AND REGULATIONS OF THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION. THE DEBTORS’ INDEPENDENT ACCOUNTANTS HAVE NEITHER EXAMINED NOR COMPILED THE PROJECTIONS THAT ACCOMPANY THE DISCLOSURE STATEMENT AND, ACCORDINGLY, DO NOT EXPRESS AN OPINION OR ANY OTHER FORM OF ASSURANCE WITH RESPECT TO THE PROJECTIONS, ASSUME NO RESPONSIBILITY FOR THE PROJECTIONS, AND DISCLAIM ANY ASSOCIATION WITH THE PROJECTIONS. EXCEPT FOR PURPOSES OF THE DISCLOSURE STATEMENT, THE DEBTORS DO NOT PUBLISH PROJECTIONS OF THEIR ANTICIPATED FINANCIAL POSITION OR RESULTS OF OPERATIONS.

MOREOVER, THE PROJECTIONS CONTAIN CERTAIN STATEMENTS THAT ARE “FORWARD-LOOKING STATEMENTS” WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. THESE STATEMENTS ARE SUBJECT TO A NUMBER OF ASSUMPTIONS, RISKS, AND UNCERTAINTIES, MANY OF WHICH ARE BEYOND THE CONTROL OF THE DEBTORS, INCLUDING THE IMPLEMENTATION OF THE PLAN, THE CONTINUING AVAILABILITY OF SUFFICIENT BORROWING CAPACITY OR OTHER FINANCING TO FUND OPERATIONS, ACHIEVING OPERATING EFFICIENCIES, CURRENCY EXCHANGE RATE FLUCTUATIONS, MAINTAINING GOOD EMPLOYEE RELATIONS, EXISTING AND FUTURE GOVERNMENTAL REGULATIONS AND ACTIONS OF GOVERNMENTAL BODIES, NATURAL DISASTERS AND UNUSUAL WEATHER CONDITIONS, ACTS OF TERRORISM OR WAR, INDUSTRY-SPECIFIC RISK FACTORS (AS DETAILED IN ARTICLE X OF THE DISCLOSURE STATEMENT ENTITLED “RISK FACTORS”), AND OTHER MARKET AND COMPETITIVE CONDITIONS. HOLDERS OF CLAIMS AND INTERESTS ARE CAUTIONED THAT THE FORWARD-LOOKING STATEMENTS SPEAK AS OF THE DATE MADE AND ARE NOT GUARANTEES OF FUTURE PERFORMANCE. ACTUAL RESULTS OR DEVELOPMENTS MAY DIFFER MATERIALLY FROM THE EXPECTATIONS EXPRESSED OR IMPLIED IN THE FORWARD-LOOKING STATEMENTS, AND THE DEBTORS UNDERTAKE NO OBLIGATION TO UPDATE ANY SUCH STATEMENTS.

THE PROJECTIONS, WHILE PRESENTED WITH NUMERICAL SPECIFICITY, ARE NECESSARILY BASED ON A VARIETY OF ESTIMATES AND ASSUMPTIONS WHICH, THOUGH CONSIDERED REASONABLE BY THE DEBTORS, MAY NOT BE REALIZED AND ARE INHERENTLY SUBJECT TO SIGNIFICANT BUSINESS, ECONOMIC, COMPETITIVE, INDUSTRY, REGULATORY, MARKET, AND FINANCIAL UNCERTAINTIES AND CONTINGENCIES, MANY OF WHICH ARE BEYOND THE REORGANIZED DEBTORS’ CONTROL. THE DEBTORS CAUTION THAT NO REPRESENTATIONS CAN BE MADE OR ARE MADE AS TO THE ACCURACY OF THE PROJECTIONS OR TO THE REORGANIZED DEBTORS’ ABILITY TO ACHIEVE THE PROJECTED RESULTS. SOME ASSUMPTIONS INEVITABLY WILL BE INCORRECT. MOREOVER, EVENTS AND CIRCUMSTANCES OCCURRING SUBSEQUENT TO THE DATE ON WHICH THE DEBTORS PREPARED THESE PROJECTIONS MAY BE DIFFERENT FROM THOSE ASSUMED, OR, ALTERNATIVELY, MAY HAVE BEEN UNANTICIPATED, AND THUS THE OCCURRENCE OF THESE EVENTS MAY AFFECT FINANCIAL RESULTS IN A MATERIALLY ADVERSE OR

MATERIALLY BENEFICIAL MANNER. EXCEPT AS OTHERWISE PROVIDED IN THE PLAN OR DISCLOSURE STATEMENT, THE DEBTORS AND REORGANIZED DEBTORS, AS APPLICABLE, DO NOT INTEND AND UNDERTAKE NO OBLIGATION TO UPDATE OR OTHERWISE REVISE THE PROJECTIONS TO REFLECT EVENTS OR CIRCUMSTANCES EXISTING OR ARISING AFTER THE DATE THE DISCLOSURE STATEMENT IS INITIALLY FILED OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS. THEREFORE, THE PROJECTIONS MAY NOT BE RELIED UPON AS A GUARANTY OR OTHER ASSURANCE OF THE ACTUAL RESULTS THAT WILL OCCUR. IN DECIDING WHETHER TO VOTE TO ACCEPT OR REJECT THE PLAN, HOLDERS OF CLAIMS MUST MAKE THEIR OWN DETERMINATIONS AS TO THE REASONABLENESS OF SUCH ASSUMPTIONS AND THE RELIABILITY OF THE PROJECTIONS AND SHOULD CONSULT WITH THEIR OWN ADVISORS.

The Projections should be read in conjunction with the assumptions, qualifications, and explanations set forth in this Disclosure Statement and the Plan.

Creditors and other interested parties should see the section entitled “Risk Factors” of this Disclosure Statement for a discussion of certain factors that may affect the future financial performance of the Reorganized Debtors.

There are risks, uncertainties, and other important factors that could cause the Debtors’ actual performance or achievements to be materially different from those they may project and the Debtors undertake no obligation to update any such statement. These risks, uncertainties and factors include:

Holders of Claims should read and consider carefully the risk factors set forth below before voting to accept or reject the Plan. Although there are many risk factors, they should not be regarded as constituting the only risks present in connection with the Debtors’ businesses or the Plan and its implementation.

Section 1122 of the Bankruptcy Code provides that a plan may place a claim or an interest in a particular class only if such claim or interest is substantially similar to the other claims or interests in such class. The Debtors believe that the classification of the Claims and Interests under the Plan complies with the requirements set forth in the Bankruptcy Code because the Debtors created Classes of Claims and Interests, each encompassing Claims or Interests, as applicable, that are substantially similar to the other Claims and Interests in each such Class. Nevertheless, there can be no assurance that the Bankruptcy Court will reach the same conclusion.

In the event that votes are received in number and amount sufficient to enable the Bankruptcy Court to confirm the Plan, the Debtors intend to seek, as promptly as practicable thereafter, Confirmation of the Plan. In the event that sufficient votes are not received, the Debtors may seek to confirm an alternative chapter 11 plan. There can be no assurance that the terms of any such alternative chapter 11 plan would be similar or as favorable to the Holders of Allowed Claims and Allowed Interests as those proposed in the Plan.

With regard to any proposed plan of reorganization, the debtor seeking confirmation of a plan may not receive the requisite acceptances to confirm such plan. If the requisite acceptances of the Plan are received, the Debtors intend to seek Confirmation of the Plan by the Bankruptcy Court. If the requisite acceptances of the Plan are not received, the Debtors may nevertheless seek Confirmation of the Plan notwithstanding the dissent of certain Classes of Claims. The Bankruptcy Court may confirm the Plan pursuant to the “cramdown” provisions of the Bankruptcy Code if the Plan satisfies section 1129(b) of the Bankruptcy Code. To confirm a plan over the objection of a dissenting class, the Bankruptcy Court also must find that at least one impaired class (which cannot be an “insider” class) has accepted the Plan.

Even if the requisite acceptances of a proposed plan are received, the Bankruptcy Court is not obligated to confirm the plan as proposed. A dissenting Holder of a Claim against the Debtors could challenge the balloting procedures as not being in compliance with the Bankruptcy Code, which could mean that the results of the balloting may be invalid. If the Bankruptcy Court determined that the balloting procedures were appropriate and the results were valid, the Bankruptcy Court could still decline to confirm the Plan, if the Bankruptcy Court found that any of the statutory requirements for confirmation had not been met.

If the Plan is not confirmed by the Bankruptcy Court, (a) the Debtors may not be able to reorganize their businesses; (b) the distributions that holders of Claims ultimately would receive, if any, with respect to their Claims is uncertain; and (c) there is no assurance that the Debtors will be able to successfully develop, prosecute, confirm, and consummate an alternative plan that will be acceptable to the Bankruptcy Court and the Holders of Claims. It is also possible that third parties may seek and obtain approval from the Bankruptcy Court to terminate or shorten the exclusivity period during which only the Debtors may propose and confirm a plan of reorganization.

As more fully set forth in the Plan, the Effective Date is subject to a number of conditions precedent. If such conditions precedent are not met or waived, the Effective Date will not take place.

The financial projections set forth on Exhibit C to this Disclosure Statement represent the Debtors’ management’s best estimate of the Debtors’ future financial performance based on currently known facts and assumptions about the Debtors’ future operations as well as the U.S. and world economy in general and the industry segments in which the Debtors operate in particular. The Debtors’ actual financial results may differ significantly from the projections. If the Debtors do not achieve their projected financial results, the trading prices of the New Equity Interests may be negatively affected and the Debtors may lack sufficient liquidity to continue operating as planned after the Effective Date. Moreover, the financial condition and results of operations of the Reorganized Debtors from and after the Effective Date may not be comparable to the financial condition or results of operations reflected in the Debtors’ historical financial statements.

Holders of Allowed Claims should carefully review Article XII herein, “Certain United States Federal Income Tax Consequences of the Plan,” to determine how the tax implications of the Plan and these chapter 11 cases may adversely affect the Reorganized Debtors.

While the Debtors expect to emerge from chapter 11, there can be no assurance that the Debtors will successfully reorganize or when this reorganization will occur, irrespective of the Debtors’ obtaining confirmation of the Plan.

Section 1126(b) of the Bankruptcy Code provides that the holder of a claim against, or equity interest in, a debtor who accepts or rejects a plan of reorganization before the commencement of a chapter 11 case is deemed to have accepted or rejected such plan under the Bankruptcy Code so long as the solicitation of such acceptance was made in accordance with applicable non-bankruptcy law governing the adequacy of disclosure in connection with such solicitations, or, if such laws do not exist, such acceptance was solicited after disclosure of “adequate information,” as defined in section 1125 of the Bankruptcy Code.

In addition, Bankruptcy Rule 3018(b) states that a holder of a claim or equity interest who has accepted or rejected a plan before the commencement of the case under the Bankruptcy Code shall not be deemed to have accepted or rejected the plan if the court finds that the plan was not transmitted to substantially all creditors and equity security holders of the same class, that an unreasonably short time was prescribed for such creditors and equity security holders to accept or reject the plan, or that the solicitation was not in compliance with section 1126(b) of the Bankruptcy Code.

To satisfy the requirements of section 1126(b) of the Bankruptcy Code and Bankruptcy Rule 3018(b), the Debtors are attempting to deliver this Solicitation and Disclosure Statement to all Holders of Allowed Term Loan Credit Agreement Claims and Holders of Allowed Second Lien Note Claims as of the Voting Record Date. In that regard, the Debtors believe that the solicitation of votes to accept or reject the Plan is proper under applicable non-bankruptcy law, rules and regulations. The Debtors cannot be certain, however, that the solicitation of

acceptances or rejections will be approved by the Bankruptcy Court, and if such approval is not obtained, the confirmation of the Plan could be denied. If the Bankruptcy Court were to conclude that the Debtors did not satisfy the solicitation requirements then the Debtors may seek to resolicit votes to accept or reject the Plan or to solicit votes to accept or reject the Plan from one or more Classes that were not previously solicited. The Debtors cannot provide any assurances that such a resolicitation would be successful.

If the Debtors resolicit acceptances of the Plan from parties entitled to vote thereon, Confirmation of the Plan could be delayed and possibly jeopardized. Nonconfirmation of the Plan could result in an extended chapter 11 proceeding, during which time the Debtors could experience significant deterioration in their relationships with trade vendors and major customers. Furthermore, if the Effective Date is significantly delayed, there is a risk that the Restructuring Support Agreement may expire or be terminated in accordance with its terms.

According to the terms and conditions of the Plan, upon the Effective Date, the Reorganized Debtors will have outstanding indebtedness of approximately $15 million under the First Lien Exit Facility, approximately $260 million under the Second Lien Exit Facility, and approximately $70 million under the Contingent Payment Rights.

The Reorganized Debtors’ ability to service their debt obligations will depend, among other things, upon their future operating performance. These factors depend partly on economic, financial, competitive and other factors beyond the Reorganized Debtors’ control. The Reorganized Debtors may not be able to generate sufficient cash from operations to meet their debt service obligations as well as fund necessary capital expenditures and investments in sales and marketing. In addition, if the Reorganized Debtors need to refinance their debt, obtain additional financing or sell assets or equity, they may not be able to do so on commercially reasonable terms, if at all.

Any default under either of the Exit Facilities could adversely affect their growth, financial condition, results of operations, the value of their equity and ability to make payments on such debt. The Reorganized Debtors may incur significant additional debt in the future. If current debt amounts increase, the related risks that the Reorganized Debtors now face will intensify.

The Exit Facilities may contain a number of significant covenants that could adversely affect the Reorganized Debtors’ ability to operate their businesses, as well as significantly affect their liquidity, and therefore could adversely affect the Reorganized Debtors’ results of operations. These covenants may restrict (subject to certain exceptions) the Reorganized Debtors’ ability to incur additional indebtedness; grant liens; consummate mergers, acquisitions consolidations, liquidations and dissolutions; sell assets; pay dividends and make other payments in respect of capital stock; make capital expenditures; make investments, loans and advances; make payments and modifications to subordinated and other material debt instruments; enter into transactions with affiliates; consummate sale-leaseback transactions; change their fiscal year; and enter into hedging arrangements (except as otherwise expressly permitted). In addition, the Reorganized Debtors may be required to maintain a minimum interest coverage ratio and a maximum leverage ratio.

The breach of any covenants or obligations in either of the Exit Facilities, not otherwise waived or amended, could result in a default under the applicable Exit Facility and could trigger acceleration of those obligations. Any default under either of the Exit Facilities could adversely affect the Reorganized Debtors’ growth, financial condition, results of operations, and ability to make payments on debt.

The Debtors’ businesses depend upon the efforts, abilities and expertise of the Debtors’ executive officers. The Debtors are implementing a multifaceted strategy to mitigate the risk and cost of losing such executive officers. To the extent certain executive officers cease employment with the Debtors and the Debtors are unable to mitigate the resulting costs, the Debtors’ business could be impacted.

The Debtors’ cash flows from operating activities are seasonal in nature. Spring and summer are expected to be the peak seasons for the Debtors, with autumn and winter being non-peak seasons. The Debtors use any excess cash flow from operations during peak seasons to subsidize non-peak seasons. In the event that the Debtors are unable to generate excess cash flows in one or more peak seasons, the Debtors may not be able to subsidize non-peak seasons. Accordingly, unforeseeable events that affect attendance at Revel during its peak operating seasons may have a disproportionately adverse effect on the Debtors’ revenues and cash flows.

The Debtors face intense existing and future competition from gaming operations and other forms of entertainment in the Atlantic City market and with other casino facilities, especially in the northeastern and mid-Atlantic regions of the United States, including without limitation, new or expansion of gaming facilities in Delaware, Maryland, Massachusetts, New Jersey, New York, Pennsylvania, and West Virginia, with existing Native American gaming establishments in Connecticut, with gaming facilities in other states, including, without limitation, Nevada, with gaming facilities elsewhere in the world, and with leisure and entertainment activities in general.

The Debtors expect this competition to intensify as new gaming and hotel operators enter the market in which they operate and existing competitors expand their operations. Some of the Debtors’ competitors have significantly greater financial resources and, as a result, the Debtors may be unable to compete successfully with them in the future. In addition, the Debtors’ highly leveraged position and the filing of the Chapter 11 Cases has had, and will likely continue to have, an adverse impact on the Debtors’ ability to compete.

Several states have considered legalizing or expanding the scope of the currently legalized casino gaming and others may in the future. Legalization of large-scale, unlimited casino gaming in or near any major metropolitan area or increased gaming in other areas could have an adverse economic impact on the businesses of the Debtors’ gaming facility by diverting customers to competitors in those areas.

In addition, online gaming, despite the controversy concerning its legality in the United States, is a growing sector in the gaming industry. Currently, various forms of online gaming are legal in the states of New Jersey, Nevada, and Delaware. Online casinos offer a variety of games, including slot machines, roulette, poker, and blackjack. Web-enabled technologies allow individuals to game using credit or debit cards or other forms of electronic payment. The Debtors are unable to assess the impact that online gaming will have on their operations in the future and there is no assurance that the impact will not be materially adverse.

Competition from other casino and hotel operators involves not only the quality of casino, hotel room, restaurant, entertainment, and convention facilities, but also hotel room, food, entertainment, and beverage prices. The Debtors’ operating results can be adversely affected by significant cash outlays for advertising and promotions and complimentary services to patrons, the amount and timing of which are partially dictated by the policies of their competitors and the Debtors’ efforts to keep pace. If the Debtors lack the financial resources or liquidity to match the promotions of competitors, the number of casino patrons may decline, which may have an adverse effect on their financial performance.

The Debtors’ ability to compete successfully will also be dependent upon their ability to develop and implement strong and effective marketing campaigns for Revel. To the extent they are unable to develop successfully and implement these types of marketing initiatives, the Debtors may not be successful in competing in their markets and their financial position could be adversely affected. The filing of the Chapter 11 Cases and the

Debtors’ access to capital likely will also adversely impact their ability to develop and implement these types of initiatives.

The Debtors are subject to extensive regulation with respect to the ownership and operation of their gaming facilities. State and local gaming authorities require that they hold various licenses, qualifications, filings of suitability, registrations, permits, and approvals. The gaming regulatory authorities have broad powers with respect to the licensing of casino operations and alcoholic beverage service and may deny, revoke, suspend, condition, or limit the Debtors’ gaming or other licenses, impose substantial fines, temporarily suspend casino operations, and take other actions, any one of which could adversely affect the Debtors’ businesses, financial condition, and results of operations.

The Debtors obtained all material governmental licenses, qualifications, registrations, permits, and approvals materially necessary for the operation of Revel (other than certain final findings of suitability and approvals with respect to recently hired employees and newly appointed directors and other key persons). However, there can be no assurance that the Debtors can obtain any new licenses, or renew their existing license, qualifications, filings of suitability, registrations, permits, or approvals that may be required in the future or that their existing license will not be suspended or revoked, or that they will obtain all necessary regulatory approvals and consents relating to the Plan. If the Debtors relocate or expand Revel, or enter new jurisdictions, they must obtain all additional licenses, qualifications, findings of suitability, registrations, permits, and approvals of the applicable gaming authorities in such jurisdictions. Gaming authorities, as well as other state regulatory authorities, may conduct investigations in the future in connection with new equity holders of the Reorganized Debtors. The Debtors cannot predict the outcome of these investigations or their potential impact on the Debtors’ businesses.

From time to time, legislators and special interest groups propose legislation that would expand, restrict, or prevent gaming operations in New Jersey. Further, from time to time, the state of New Jersey and local jurisdictions have considered or enacted legislation and referenda that could adversely affect the Debtors’ operations. Any restriction on or prohibition relating to the Debtors’ gaming operations, or enactment of other adverse legislation or regulatory changes, could have a material adverse effect on the Debtors’ businesses, financial condition, and results of operations.

The casino entertainment industry represents a significant source of tax revenues to the various jurisdictions in which casinos operate. Gaming companies are currently subject to significant state and local taxes and fees in addition to the federal and state income taxes that typically apply to corporations, and such taxes and fees could increase at any time. From time to time, various state and federal legislators and officials have proposed changes in tax laws or in the administration of such laws, including increases in tax rates, which would affect the gaming industry. Worsening economic conditions could intensify the efforts of state and local governments to raise revenues through increases in gaming taxes and fees. In addition, state or local budget shortfalls could prompt tax or fee increases. Any material increase in assessed taxes, or the adoption of additional taxes or fees in any of the Debtors’ markets, could have a material adverse effect on the Debtors’ businesses, financial condition, and results of operations.

The Debtors are also subject to a variety of other rules and regulations, including zoning, environmental, construction, and land-use, and regulations governing the sale of alcoholic beverages. Failure to comply with these laws could have a material adverse effect on the Debtors’ businesses, financial condition, or results of operations.

Natural disasters, such as hurricanes, floods, fires, and earthquakes could adversely affect the Debtors’ businesses and operating results. The severity of such natural disasters is unpredictable. In the fall of 2012, the effects of Hurricane Sandy caused the closure of Revel for six days, after New Jersey Governor Chris Christie declared a state of emergency in Atlantic County and ordered a mandatory evacuation for Atlantic City.

Catastrophic events such as terrorist and war activities in the United States and elsewhere have had a negative effect on travel and leisure expenditures, including lodging, gaming (in some jurisdictions), and tourism. In addition, due to the Debtors’ concentration of property in New Jersey, any man-made or natural disasters in or around New Jersey could have a significant adverse effect on their businesses, financial condition, and results of operations. The Debtors cannot predict the extent to which such events may affect them, directly or indirectly, in the future. The Debtors also cannot ensure that they will be able to obtain any insurance coverage with respect to occurrences of terrorist acts and any losses that could result from these acts.

The prolonged disruption at any of the Debtors’ property due to natural disasters, terrorist attacks, or other catastrophic events could adversely affect the Debtors’ businesses, financial condition, and results of operations.

The value of the New Equity Interests may be adversely affected by a number of factors, including many of the risks described in this Disclosure Statement. If, for example, the Reorganized Debtors fail to comply with the covenants in the Exit Facilities, resulting in an event of default thereunder, certain of the Reorganized Debtors’ outstanding indebtedness could be accelerated, which could have a material adverse effect on the value of the New Equity Interests.

The Reorganized Debtors’ existing and future indebtedness under the Exit Facilities and other non-equity claims will rank senior to the New Equity Interests as to rights upon any foreclosure, dissolution, winding up, liquidation or reorganization, or other bankruptcy proceeding. In the event of any distribution or payment of the Reorganized Debtors’ assets in any foreclosure, dissolution, winding-up, liquidation or reorganization, or other bankruptcy proceeding, the Reorganized Debtors’ creditors will have a superior claim and interest, as applicable, to the interests of the holders of the New Equity Interests. If any of the foregoing events occur, there can be no assurance that there will be assets in an amount significant enough to warrant any distribution in respect of the New Equity Interests.

In connection with the restructuring pursuant to the Plan under chapter 11 of the Bankruptcy Code, the Debtors will rely on section 1145 of the Bankruptcy Code to exempt the issuance of the New Equity Interests from the registration requirements of the Securities Act (and of any state securities or “blue sky” laws). Section 1145 exempts from registration the sale of a debtor’s securities under a chapter 11 plan if such securities are offered or sold in exchange for a claim against, or equity interest in, or a claim for an administrative expense in a case concerning, such debtor. In reliance upon this exemption, the New Equity Interest will generally be exempt from the registration requirements of the Securities Act. Accordingly, recipients will be able to resell the New Equity Interest without registration under the Securities Act or other federal securities laws, unless the recipient is an “underwriter” with respect to such securities, within the meaning of section 1145(b) of the Bankruptcy Code, or an “affiliate” of the Company, within the meaning of Rule 144 under the Securities Act. Section 1145(b) of the Bankruptcy Code defines “underwriter” as one who (a) purchases a claim with a view to distribution of any security to be received in exchange for the claim, or (b) offers to sell securities issued under a plan for the holders of such securities, or (c) offers to buy securities issued under a plan from persons receiving such securities, if the offer to buy is made with a view to distribution, or (d) is an “issuer” of the relevant security, as such term is used in Section 2(11) of the Securities Act. Rule 144 under the Securities Act defines “affiliate” of an issuer as a person that

directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such issuer.

Notwithstanding the foregoing, statutory underwriters and affiliates may be able to sell securities without registration pursuant to the resale limitations of Rule 144 under the Securities Act. Parties that believe that they may be statutory underwriters as defined in section 1145 of the Bankruptcy Code or affiliates of the Debtors are advised to consult with their own counsel as to the availability of the exemption provided by Rule 144.

There can be no assurance that any market for the New Equity Interests will develop or be sustained. If an active market does not develop or is not sustained, the market price and liquidity of the New Equity Interests may be adversely affected. The liquidity of any market for the New Equity Interests will depend on a number of factors, including, without limitation:

The Reorganized Debtors may not receive any ERG Grant Payments under the ERG Agreement or may be unable to fund the ERG Pledged Account. If the Reorganized Debtors do not receive any ERG Grant Payments under the ERG Agreement or are unable to fund the ERG Pledged Account then the Holders of the Contingent Payment Rights may not receive any distributions or payments pursuant to the Contingent Payment Rights.

Among the requirements for the Confirmation of the Plan are that the Plan (i) is accepted by all impaired Classes of Claims, or if rejected by an Impaired Class, that the Plan “does not discriminate unfairly” and is “fair and equitable” as to such Class; (ii) is feasible; and (iii) is in the “best interests” of Holders of Claims.

At the Confirmation Hearing, the Bankruptcy Court will determine whether the Plan satisfies the requirements of section 1129 of the Bankruptcy Code. The Debtors believe that: (i) the Plan satisfies or will satisfy all of the necessary statutory requirements of chapter 11; (ii) the Debtors have complied or will have complied with all of the necessary requirements of chapter 11; and (iii) the Plan has been proposed in good faith.

Often called the “best interests” test, section 1129(a)(7) of the Bankruptcy Code requires that a bankruptcy court find, as a condition to confirmation, that a chapter 11 plan provides, with respect to each class, that each holder of a claim or an equity interest in such class either (i) has accepted the plan or (ii) will receive or retain under the plan property of a value that is not less than the amount that such holder would receive or retain if the debtor liquidated under chapter 7.

The Debtors have attached hereto as Exhibit E a liquidation analysis prepared by the Debtors’ management with the assistance of Alvarez & Marsal North America, LLC, the Debtors’ financial advisor.

Section 1129(a)(11) of the Bankruptcy Code requires that confirmation of the plan of reorganization is not likely to be followed by the liquidation, or the need for further financial reorganization of the debtors, or any successor to the debtors (unless such liquidation or reorganization is proposed in the plan of reorganization).

To determine whether the Plan meets this feasibility requirement, the Debtors have analyzed their ability to meet their respective obligations under the Plan. As part of this analysis, the Debtors prepared the Projections, as set forth on Exhibit C attached hereto.

The Bankruptcy Code requires, as a condition to confirmation, that, except as described in the following section, each class of claims or equity interests that is impaired under a plan, accept the plan. A class that is not “impaired” under a plan is deemed to have accepted the plan and, therefore, solicitation of acceptances with respect to such class is not required.⁸

Section 1126(c) of the Bankruptcy Code defines acceptance of a plan by a class of impaired claims as acceptance by holders of at least two-thirds in dollar amount and more than one-half in number of allowed claims in that class, counting only those claims that actually voted to accept or to reject the plan. Thus, a Class of Claims will have voted to accept the Plan only if two-thirds in amount and a majority in number actually voting cast their Ballots in favor of acceptance.

Section 1129(b) of the Bankruptcy Code allows a bankruptcy court to confirm a plan even if all impaired classes have not accepted it, provided that the plan has been accepted by at least one impaired class. Pursuant to section 1129(b) of the Bankruptcy Code, notwithstanding an impaired class’s rejection or deemed rejection of the plan, such plan will be confirmed, at the plan proponent’s request, in a procedure commonly known as “cramdown,” so long as the plan does not “discriminate unfairly” and is “fair and equitable” with respect to each class of claims or equity interests that is impaired under, and has not accepted, the plan.

If any impaired Class rejects the Plan, the Debtors reserve the right to seek to confirm the Plan utilizing the “cramdown” provision of section 1129(b) of the Bankruptcy Code. To the extent that any impaired Class rejects the Plan or is deemed to have rejected the Plan, the Debtors will request Confirmation of the Plan, as it may be modified from time to time, under section 1129(b) of the Bankruptcy Code. Subject to the Restructuring Support Agreement, the Debtors reserve the right to alter, amend, modify, revoke or withdraw the Plan or any Plan Supplement document, including to amend or modify it to satisfy the requirements of section 1129(b) of the Bankruptcy Code.

This test applies to classes of claims or interests that are of equal priority and are receiving different treatment under the Plan. The test does not require that the treatment be the same or equivalent, but that such treatment be “fair.” In general, bankruptcy courts consider whether a plan discriminates unfairly in its treatment of classes of claims of equal rank (e.g., classes of the same legal character). Bankruptcy courts will take into account a number of factors in determining whether a plan discriminates unfairly, and, accordingly, a plan could treat two classes of unsecured creditors differently without unfairly discriminating against either class.

This test applies to classes of different priority and status (e.g., secured versus unsecured) and includes the general requirement that no class of claims receive more than 100% of the amount of the allowed claims in such class. As to the dissenting class, the test sets different standards depending upon the type of claims or equity interests in such class.

The Debtors submit that if the Debtors “cramdown” the Plan pursuant to section 1129(b) of the Bankruptcy Code, the Plan is structured such that it does not “discriminate unfairly” and satisfies the “fair and equitable” requirement. With respect to the unfair discrimination requirement, all Classes under the Plan are provided treatment that is substantially equivalent to the treatment that is provided to other Classes that have equal rank. The Debtors believe that the Plan and the treatment of all Classes of Claims and Interests under the Plan satisfy the foregoing requirements for nonconsensual confirmation of the Plan.

In conjunction with formulating the Plan and satisfying its obligations under section 1129 of the Bankruptcy Code, the Debtors determined that it was necessary to estimate the post confirmation going concern value of the Debtors. At the Debtors’ request, Moelis & Company (“Moelis”) performed a valuation analysis of the Reorganized Debtors, attached hereto as Exhibit D. Based upon and subject to the review and analysis described herein, and subject to the assumptions, limitations and qualifications described herein, Moelis’ view, as of March 6, 2013, was that the estimated going concern enterprise value of the Reorganized Debtors, as of an assumed Effective Date of May 31, 2013, would be in a range between $400 million and $500 million with a midpoint of $450 million. Moelis’ views are necessarily based on economic, market and other conditions as in effect on, and the information made available to Moelis as of the date of its analysis (March 6, 2013). It should be understood that, although subsequent developments may affect Moelis’ views, Moelis does not have any obligation to update, revise or reaffirm its estimate.

Moelis’ analysis is based, at the Debtors’ direction, on a number of assumptions, including, among other assumptions, that (i) the Debtors will be reorganized in accordance with the Plan which will be effective on or prior to May 31, 2013, (ii) the Reorganized Debtors will achieve the Projections (as defined in this Disclosure Statement) provided to Moelis by the Debtors for fiscal years 2013 to 2017 as supplemented by a schedule of the Debtors’ projected long-term capital expenditures provided to Moelis by the Debtors (the “Capital Expenditures Schedule”); (iii) Reorganized Debtors’ capitalization and available cash will be as set forth in the Plan and this Disclosure Statement (in particular, the pro forma indebtedness of Reorganized Debtors as of the Effective Date will be a maximum of $325 million) and (iv) Reorganized Debtors will be able to obtain all future financings, on the terms and at the times, necessary to achieve the Projections (as supplemented by the Capital Expenditures Schedules). Moelis makes no representation as to the achievability or reasonableness of such assumptions. In addition, Moelis assumed that there will be no material change in economic, market and other conditions as of the assumed Effective Date. The Debtors’ Projections (as supplemented by the Capital Expenditures Schedule) did not include any potential incremental revenue as the result of online gaming operations; as such Moelis did not take into consideration the impact of on-line gaming on the valuation of the Reorganized Debtors.

Moelis assumed, at the Debtors’ direction, that the Projections (as supplemented by the Capital Expenditures Schedules) prepared by the Debtors’ management were reasonably prepared on a basis reflecting the best currently available estimates and judgments of the Debtors’ management as to the future financial and operating performance of the Reorganized Debtors. The future results of Reorganized Debtors are dependent upon various factors, many of which are beyond the control or knowledge of the Debtors, and consequently are inherently difficult to project. See Article IX of this Disclosure Statement — Projected Financial Information. The Reorganized Debtors’ actual future results may differ materially (positively or negatively) from the Projections (as supplemented by the Capital Expenditures Schedules) and as a result, the actual enterprise value of the Reorganized Debtors may be significantly higher or lower than the estimated range herein. Among other things, failure to consummate the Plan in a timely manner may have a materially negative impact on the enterprise value of the Reorganized Debtors.

The estimated enterprise value in this section represents a hypothetical enterprise value of the Reorganized Debtors as the continuing operators of the business and assets of the Debtors, after giving effect to the Plan, based on certain valuation methodologies as described below. The estimated enterprise value in this section does not purport to constitute an appraisal or necessarily reflect the actual market value that might be realized through a sale or liquidation of the Reorganized Debtors, its securities or its assets, which may be significantly higher or lower than the estimated enterprise value range herein. The actual value of an operating business such as the Reorganized Debtors’ business is subject to uncertainties and contingencies that are difficult to predict and will fluctuate with changes in various factors affecting the financial condition and prospects of such a business.

In conducting its analysis, Moelis, among other things: (i) reviewed certain publicly available business and financial information relating to the Reorganized Debtors that Moelis deemed relevant; (ii) reviewed certain internal information relating to the business, earnings, cash flow, capital expenditures, assets, liabilities and prospects of the Reorganized Debtors, including the Projections (as supplemented by the Capital Expenditures Schedules), furnished to us by the Debtors; (iii) conducted discussions with members of senior management and representatives of the Debtors concerning the matters described in clauses (i) and (ii) of this paragraph, as well as their views concerning the Debtors’ business and prospects before and after giving effect to the Plan; (iv) reviewed publicly available financial and stock market data for certain other companies in lines of business that Moelis deemed relevant; (v) reviewed a draft of the Plan, dated March 5, 2013; and (vi) conducted such other financial studies and analyses and took into account such other information as we deemed appropriate. In connection with its review, Moelis did not assume any responsibility for independent verification of any of the information supplied to, discussed with, or reviewed by Moelis and, with the consent of the Debtors, relied on such information being complete and accurate in all material respects. In addition, at the direction of the Debtors, Moelis did not make any independent evaluation or appraisal of any of the assets or liabilities (contingent, derivative, off-balance-sheet, or otherwise) of the Reorganized Debtors, nor was Moelis furnished with any such evaluation or appraisal. Moelis also assumed, with the Debtors’ consent, that the final form of the Plan does not differ in any respect material to its analysis from the draft that Moelis reviewed.

The estimated enterprise value in this section does not constitute a recommendation to any holder of a Claim as to how such person should vote or otherwise act with respect to the Plan. Moelis has not been asked to and does not express any view as to what the trading value of the Reorganized Debtors’ securities would be when issued pursuant to the Plan or the prices at which they may trade in the future. The estimated enterprise value set forth herein does not constitute an opinion as to fairness from a financial point of view to any person of the consideration to be received by such person under the Plan or of the terms and provisions of the Plan.

In preparing its valuation, Moelis performed a variety of financial analyses and considered a variety of factors. The following is a brief summary of the material financial analyses performed by Moelis, which consisted of (a) a selected publicly traded companies analysis, (b) a selected transactions analysis and (c) a discounted cash flow analysis. This summary does not purport to be a complete description of the analyses performed and factors considered by Moelis. The preparation of a valuation analysis is a complex analytical process involving various judgmental determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to particular facts and circumstances, and such analyses and judgments are not readily susceptible to summary description.

The selected publicly traded companies analysis is based on the enterprise values of selected publicly traded companies that have operating and financial characteristics comparable in certain respects to the Reorganized Debtors, for example, comparable lines of business, business risks, growth prospects, market presence and size and scale of operations. Under this methodology, certain financial multiples and ratios that measure financial performance and value are calculated for each selected company and then applied to the Reorganized Debtors’ financials to imply an enterprise value for the Reorganized Debtors. Moelis used, among other measures, enterprise value (defined as market value of equity plus book value of debt, book value of preferred stock and minority interests less cash, subject to adjustment where appropriate) for each selected company as a multiple of such company’s publicly available forward consensus projected EBITDA (Calendar Year 2013E and 2014E EBITDA

were used). Although the selected companies were used for comparison purposes, no selected company is either identical or directly comparable to the business of the Reorganized Debtors. Accordingly, Moelis’ comparison of the selected companies to the business of the Reorganized Debtors and analysis of the results of such comparisons was not purely mathematical, but instead necessarily involved complex considerations and judgments concerning differences in financial and operating characteristics and other factors that could affect the relative values of the selected companies and the Reorganized Debtors. The selection of appropriate companies for analysis is a matter of judgment and subject to limitations due to sample size and the public availability of meaningful market-based information. The lack of US publicly traded single asset, mid-cap gaming comparables to the Reorganized Debtors made the selection of companies for comparison to the Reorganized Debtors challenging. In performing this analysis, Moelis applied the foregoing multiples to the Debtors estimates for FY 2016E and FY 2017E taking into account the start-up nature of the Debtor’s business, and the timeframe in which the Debtors expect their business to reach more steady state operations.

The selected transactions analysis is based on the enterprise values of companies involved in publicly disclosed merger and acquisition transactions that have operating and financial characteristics comparable in certain respects to the Reorganized Debtors. Under this methodology, the enterprise value of each such company is determined by an analysis of the consideration paid and the debt assumed in the merger or acquisition transaction. The enterprise value is then applied to the target’s forward consensus projected EBITDA, where available, or the last twelve month EBITDA prior to the transaction announcement date to calculate an EBITDA multiple. In performing this analysis, Moelis applied the foregoing multiples to the Debtors estimates for FY 2016E and FY 2017E taking into account the start-up nature of the Debtor’s business, and the timeframe in which the Debtors expect their business to reach more steady state operations.

Moelis analyzed various merger and acquisition transactions that have occurred in the gaming sector since 2000. Unlike the selected publicly traded companies analysis, the enterprise valuation derived using this methodology reflects a “control” premium (i.e., a premium paid to purchase a majority or controlling position in a company’s assets). Thus, this methodology generally may produce higher valuations than the selected publicly traded companies analysis. In addition, other factors not directly related to a company’s business operations can affect a valuation in a transaction, including, among others factors: (1) circumstances surrounding a merger transaction may introduce “diffusive quantitative results” into the analysis (i.e., a buyer may pay an additional premium for reasons that are not solely related to competitive bidding); (2) the market environment is not identical for transactions occurring at different periods of time; (3) the sale of a discrete asset or segment may warrant a discount or premium to the sale of an entire company depending on the specific operational circumstances of the seller and acquirer; and (4) circumstances pertaining to the financial position of the company may have an impact on the resulting purchase price (i.e., a company in financial distress may receive a lower price due to perceived weakness in its bargaining leverage).

The discounted cash flow (“DCF”) analysis is a forward-looking enterprise valuation methodology that estimates the value of an asset or business by calculating the present value of expected future cash flows to be generated by that asset or business. Moelis’ DCF analysis used the Reorganized Debtors’ Projections of its debt-free, after-tax cash flows for the period covered by the Projections and estimated a terminal value for the period after the Projection period. These cash flows and estimated terminal value were then discounted at a range of appropriate weighted average costs of capital, which are determined by reference to, among other things the average cost of debt and equity of selected publicly traded companies. In calculating total enterprise value, Moelis took into account the Debtors’ projected long-term capital expenditures for the period after the Projection period as provided by the Debtors in the Capital Expenditure Schedule. Moelis adjusted the total enterprise value by an amount equal to the present value of projected long-term capital expenditures for the period after the Projection period, discounted at the same range of appropriate weighted average costs of capital (as noted above). The discounted cash flow analysis involves complex considerations and judgments concerning appropriate terminal values and discount rates.

As a result of the foregoing, the estimated enterprise value in this section is not necessarily indicative of actual value, which may be significantly higher or lower than the estimate herein. Accordingly, none of the Debtors, Moelis or any other person assumes responsibility for the accuracy of such estimated enterprise value. Depending on the actual financial results of the Debtors or changes in the financial markets, the enterprise value of the Reorganized Debtors as of the Effective Date may differ from the estimated enterprise value set forth herein as of an assumed Effective Date of May 31, 2013. In addition, the market prices, to the extent there is a market, of Reorganized Debtor’s securities will depend upon, among other things, prevailing interest rates, conditions in the financial markets, the investment decisions of prepetition creditors receiving such securities under the Plan (some of whom may prefer to liquidate their investment rather than hold it on a long-term basis), and other factors that generally influence the prices of securities.

The Plan provides for the Reorganized Debtors to distribute New Equity Interests to Holders of Allowed Claims in Class 2 and Contingent Payment Rights to Holders of Claims in Class 3 (the “Plan Securities”).

The Debtors believe that the Plan Securities constitute “securities,” as defined in Section 2(a)(1) of the Securities Act, section 101 of the Bankruptcy Code and all applicable state Blue Sky Laws. The Debtors further believe that the offer and sale of the Plan Securities pursuant to the Plan are, and subsequent transfers of the New Equity Interests by the holders thereof that are not “underwriters,” as defined in Section 2(a)(11) of the Securities Act and in the Bankruptcy Code, will be, exempt from federal and state securities registration requirements under various provisions of the Securities Act, the Bankruptcy Code and applicable state Blue Sky Laws.

The Debtors are relying on exemptions from the registration requirements of the Securities Act, including, without limitations, section 4(a)(2) thereof, to exempt the offer of the Plan Securities that may be deemed to be made pursuant to the solicitation of votes on the Plan. Section 4(a)(2) of the Securities Act exempts transactions not involving a public offering, and section 506 of Regulation D of the Securities Act (“Reg D”) provides a safe harbor under section 4(a)(2) for transactions that meet certain requirements, including that the investors participating therein qualify as “accredited investors” as defined in section 501 of Reg. D (17 C.F.R. § 230.501). The Debtors believe the Holders of Term Loan Credit Agreement Claims and Second Lien Note Claims are “accredited investors,” and the Ballots include a certification that the voting Holder of such claims is an “accredited investor.”

Section 1145 of the Bankruptcy Code provides that the registration requirements of section 5 of the Securities Act (and any applicable state Blue Sky Laws) shall not apply to the offer or sale of stock, options, warrants, or other securities by a debtor if: (a) the offer or sale occurs under a plan of reorganization; (b) the recipients of the securities hold a claim against, an interest in, or claim for administrative expense against, the debtor; and (c) the securities are issued in exchange for a claim against or interest in a debtor or are issued principally in such exchange and partly for cash and property. In reliance upon these exemptions and the exemption set forth in the preceding paragraph, including the exemption provided by section 4(a)(2) of the Securities Act, the offer and sale of the Plan Securities will not be registered under the Securities Act or any applicable state Blue Sky Laws.

To the extent that the issuance of the Plan Securities is covered by section 1145 of the Bankruptcy Code, the Plan Securities may be resold without registration under the Securities Act or other federal securities laws, unless the holder is an “underwriter” (as discussed below) with respect to such securities, as that term is defined in section 2(a)(11) of the Securities Act and in the Bankruptcy Code. In addition, Plan Securities governed by section 1145 of the Bankruptcy Code generally may be able to be resold without registration under applicable state Blue

Sky Laws pursuant to various exemptions provided by the respective Blue Sky Laws of those states; however, the availability of such exemptions cannot be known unless individual state Blue Sky Laws are examined. Therefore, recipients of the Plan Securities are advised to consult with their own legal advisors as to the availability of any such exemption from registration under state Blue Sky Laws in any given instance and as to any applicable requirements or conditions to such availability.

Recipients of the Plan Securities are advised to consult with their own legal advisors as to the applicability of section 1145 of the Bankruptcy Code to the Plan Securities and the availability of any exemption from registration under the Securities Act and state Blue Sky Laws.

Section 1145(b)(1) of the Bankruptcy Code defines an “underwriter” as one who, except with respect to “ordinary trading transactions” of an entity that is not an “issuer”: (a) purchases a claim against, interest in, or claim for an administrative expense in the case concerning, the debtor, if such purchase is with a view to distribution of any security received or to be received in exchange for such Claim or Interest; (b) offers to sell securities offered or sold under a plan for the holders of such securities; (c) offers to buy securities offered or sold under a plan from the holders of such securities, if such offer to buy is (1) with a view to distribution of such securities and (2) under an agreement made in connection with the plan, with the consummation of the plan, or with the offer or sale of securities under the plan; or (d) is an issuer of the securities within the meaning of section 2(a)(11) of the Securities Act. In addition, a Person who receives a fee in exchange for purchasing an issuer’s securities could also be considered an underwriter within the meaning of section 2(a)(11) of the Securities Act.

The definition of an “issuer” for purposes of whether a Person is an underwriter under section 1145(b)(1)(D) of the Bankruptcy Code, by reference to section 2(a)(11) of the Securities Act, includes as “statutory underwriters” all persons who, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with, an issuer of securities. The reference to “issuer,” as used in the definition of “underwriter” contained in section 2(a)(11) of the Securities Act, is intended to cover “controlling persons” of the issuer of the securities. “Control,” as defined in Rule 405 of the Securities Act, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise. Accordingly, an officer or director of a reorganized debtor or its successor under a plan of reorganization may be deemed to be a “controlling Person” of such debtor or successor, particularly if the management position or directorship is coupled with ownership of a significant percentage of the reorganized debtor’s or its successor’s voting securities. In addition, the legislative history of section 1145 of the Bankruptcy Code suggests that a creditor who owns ten percent (10%) or more of a class of securities of a reorganized debtor may be presumed to be a “controlling Person” and, therefore, an underwriter.

Resales of the Plan Securities by Entities deemed to be “underwriters” (which definition includes “controlling Persons”) are not exempted by section 1145 of the Bankruptcy Code from registration under the Securities Act or other applicable law. Under certain circumstances, holders of Plan Securities who are deemed to be “underwriters” may be entitled to resell their Plan Securities pursuant to the limited safe harbor resale provisions of Rule 144 of the Securities Act. Generally, Rule 144 of the Securities Act would permit the public sale of securities received by such person if current information regarding the issuer is publicly available and if volume limitations, manner of sale requirements and certain other conditions are met. Whether any particular Person would be deemed to be an “underwriter” (including whether such Person is a “controlling Person”) with respect to the Plan Securities would depend upon various facts and circumstances applicable to that Person. Accordingly, the Debtors express no view as to whether any Person would be deemed an “underwriter” with respect to the Plan Securities and, in turn, whether any Person may freely resell Plan Securities. The Debtors recommend that potential recipients of Plan Securities consult their own counsel concerning their ability to freely trade such securities without compliance with the federal and applicable state Blue Sky Laws.

The Plan contemplates the implementation of the Management Equity Incentive Plan, which will provide for grants of options and/or restricted units/equity reserved for management, directors, and employees of the

Reorganized Debtors in an amount of the New Equity Interests to be issued by the Reorganized Debtors sufficient to properly incentivize the senior management team of the Reorganized Debtors.

Such New Equity Interests will be issued pursuant to Rule 701 promulgated under the Securities Act or pursuant to the exemption provided by section 4(a)(2) of the Securities Act.

The following discussion is a summary of certain U.S. federal income tax consequences of the consummation of the Plan to the Debtors and to certain Holders of Claims. The following summary does not address the U.S. federal income tax consequences to Holders of Claims or Interests not entitled to vote to accept or reject the Plan. This summary is based on the Internal Revenue Code of 1986, as amended (the “IRC”), the U.S. Treasury Regulations promulgated thereunder, judicial authorities, published administrative positions of the U.S. Internal Revenue Service (the “IRS”) and other applicable authorities, all as in effect on the date of this Disclosure Statement and all of which are subject to change or differing interpretations, possibly with retroactive effect. Due to the lack of definitive judicial and administrative authority in a number of areas, substantial uncertainty may exist with respect to some of the tax consequences described below. No opinion of counsel has been obtained and the Debtors do not intend to seek a ruling from the IRS as to any of the tax consequences of the Plan discussed below. The discussion below is not binding upon the IRS or the courts. No assurance can be given that the IRS would not assert, or that a court would not sustain, a different position than any position discussed herein. This summary does not apply to Holders of Claims that are not “U.S. persons” (as such phrase is defined in the IRC). This discussion does not purport to address all aspects of U.S. federal income taxation that may be relevant to the Debtors or to certain Holders in light of their individual circumstances. This discussion does not address tax issues with respect to such Holders subject to special treatment under the U.S. federal income tax laws (including, for example, banks, governmental authorities or agencies, pass-through entities, subchapter S corporations, dealers and traders in securities, insurance companies, financial institutions, tax-exempt organizations, small business investment companies, foreign taxpayers, persons who are related to the Debtors within the meaning of the IRC, persons using a mark-to-market method of accounting, Holders of Claims who are themselves in bankruptcy, and regulated investment companies and those holding, or who will hold, Claims, the Exit Facility, or New Equity Interests, as part of a hedge, straddle, conversion, or other integrated transaction). No aspect of state, local, estate, gift, or non-U.S. taxation is addressed. Furthermore, this summary assumes that a Holder of a Claim holds only Claims in a single Class and holds a Claim as a “capital asset” (within the meaning of Section 1221 of the Tax Code). Except as stated otherwise, this summary also assumes that the various debt and other arrangements to which the Debtors are a party will be respected for U.S. federal income tax purposes in accordance with their form.

ACCORDINGLY, THE FOLLOWING SUMMARY OF CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT A SUBSTITUTE FOR CAREFUL TAX PLANNING AND ADVICE BASED UPON THE INDIVIDUAL CIRCUMSTANCES PERTAINING TO A HOLDER OF A CLAIM. ALL HOLDERS OF CLAIMS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS FOR THE FEDERAL, STATE, LOCAL AND NON-U.S. TAX CONSEQUENCES OF THE PLAN.

INTERNAL REVENUE SERVICE CIRCULAR 230 DISCLOSURE: TO ENSURE COMPLIANCE WITH REQUIREMENTS IMPOSED BY THE IRS, ANY TAX ADVICE CONTAINED IN THIS DISCLOSURE STATEMENT (INCLUDING ANY ATTACHMENTS) IS NOT INTENDED OR WRITTEN TO BE USED, AND CANNOT BE USED, BY ANY TAXPAYER FOR THE PURPOSE OF AVOIDING TAX RELATED PENALTIES UNDER THE IRC. TAX ADVICE CONTAINED IN THIS DISCLOSURE STATEMENT (INCLUDING ANY ATTACHMENTS) IS WRITTEN IN CONNECTION WITH THE PROMOTION OR MARKETING OF THE TRANSACTIONS OR MATTERS ADDRESSED BY THE DISCLOSURE STATEMENT. EACH TAXPAYER SHOULD SEEK ADVICE BASED ON THE TAXPAYER’S PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR.

In general, absent an exception, a debtor will realize and recognize cancellation of debt income (“COD Income”) upon satisfaction of its outstanding indebtedness for total consideration less than the amount of such indebtedness. The amount of COD Income, in general, is the excess of (a) the adjusted issue price of the indebtedness satisfied, over (b) the sum of (x) the amount of Cash paid, (y) the issue price of any new indebtedness of the taxpayer issued and (z) the fair market value of any new consideration (including New Equity Interests) given in satisfaction of such indebtedness at the time of the exchange.

A debtor will not, however, be required to include any amount of COD Income in gross income if the debtor is under the jurisdiction of a court in a case under chapter 11 of the Bankruptcy Code and the discharge of debt occurs pursuant to that proceeding. Instead, as a consequence of such exclusion, a debtor must reduce its tax attributes by the amount of COD Income that it excluded from gross income. In general, tax attributes will be reduced in the following order: (a) NOLs; (b) most tax credits; (c) capital loss carryovers; (d) tax basis in assets (but not below the amount of liabilities to which the debtor remains subject); (e) passive activity loss and credit carryovers; and (f) foreign tax credits. A debtor with COD Income may elect first to reduce the basis of its depreciable assets pursuant to Section 108(b)(5) of the IRC. In the context of a consolidated group of corporations, the tax rules provide for a complex ordering mechanism in determining how the tax attributes of one member can be reduced by the COD Income of another member.

Because the Plan provides that holders of certain claims will receive New Equity Interests, the amount of COD Income, and accordingly the amount of tax attributes required to be reduced, will depend in part on the fair market value of the New Equity Interests. This value cannot be known with certainty until after the Effective Date. The Debtors expect that, subject to the limitations discussed herein, they will be required to make material reductions in their tax attributes.

Even after reducing the amount of their tax attributes, the Debtors anticipate that the Reorganized Debtors will have significant tax attributes at emergence. The amount of such tax attributes that will be available to the Reorganized Debtors at emergence is based on a number of factors and is impossible to calculate at this time. Some of the factors that will impact the amount of available tax attributes include: (a) the amount of tax losses incurred by the Debtors in 2012 and 2013; (b) the fair market value of the New Equity Interests and the Contingent Payment Rights; and (c) the amount of COD Income incurred by the Debtors in connection with consummation of the Plan. Following consummation of the Plan, the Debtors anticipate that their NOLs may be subject to limitation under Section 382 of the IRC by reason of the transactions pursuant to the Plan.

Under Section 382 of the IRC, if a corporation undergoes an “ownership change,” the amount of its NOLs and built-in losses (collectively, “Pre-Change Losses”) that may be utilized to offset future taxable income generally is subject to an annual limitation. As discussed in greater detail herein, the Debtors anticipate that the issuance of the New Equity Interests pursuant to the Plan will result in an “ownership change” of the Reorganized Debtors for these purposes, and that the Debtors’ use of their Pre-Change Losses will be subject to limitation unless an exception to the general rules of Section 382 of the IRC applies. This limitation is independent of, and in addition to, the reduction of tax attributes described in the preceding section resulting from the exclusion of COD Income.

This discussion refers to the limitation determined under Section 382 of the IRC in the case of an “ownership change” as the “Section 382 Limitation.” In general, the annual Section 382 Limitation on the use of Pre-Change Losses in any “post-change year” is equal to the product of (1) the fair market value of the stock of the corporation immediately before the “ownership change” (with certain adjustments) multiplied by (2) the “long-term tax-exempt rate” (which is the highest of the adjusted Federal long-term rates in effect for any month in the 3-calendar-month period ending with the calendar month in which the “ownership change” occurs, currently approximately 3%). The Section 382 Limitation may be increased to the extent that the Debtors recognize certain built-in gains in their assets during the five-year period following the ownership change, or are treated as

recognizing built-in gains pursuant to the safe harbors provided in IRS Notice 2003-65. Section 383 of the IRC applies a similar limitation to capital loss carryforwards and tax credits. Any unused limitation may be carried forward, thereby increasing the annual limitation in the subsequent taxable year. As discussed below, however, special rules may apply in the case of a corporation which experiences an ownership change as the result of a bankruptcy proceeding.

An exception to the foregoing annual limitation rules generally applies when so-called “qualified creditors” of a debtor company in chapter 11 receive, in respect of their claims, at least 50% of the vote and value of the stock of the reorganized debtor (or a controlling corporation if also in chapter 11) pursuant to a confirmed chapter 11 plan (the “382(l)(5) Exception”). Under the 382(l)(5) Exception, a debtor’s Pre-Change Losses are not limited on an annual basis but, instead, the debtor’s NOLs are required to be reduced by the amount of any interest deductions claimed during any taxable year ending during the three-year period preceding the taxable year that includes the effective date of the plan of reorganization, and during the part of the taxable year prior to and including the effective date of the plan of reorganization, in respect of all debt converted into stock in the reorganization. If the 382(l)(5) Exception applies and the debtor undergoes another ownership change within two years after consummation, then the debtor’s Pre-Change Losses effectively are eliminated in their entirety.

Where the 382(l)(5) Exception is not applicable (either because the debtor does not qualify for it or the debtor otherwise elects not to utilize the 382(l)(5) Exception), a second special rule will generally apply (the “382(l)(6) Exception”). When the 382(l)(6) Exception applies, a debtor corporation that undergoes an ownership change generally is permitted to determine the fair market value of its stock after taking into account the increase in value resulting from any surrender or cancellation of creditors’ claims in the bankruptcy. This differs from the ordinary rule that requires the fair market value of a debtor corporation that undergoes an ownership change to be determined before the events giving rise to the change. The 382(l)(6) Exception differs from the 382(l)(5) Exception in that the debtor corporation is not required to reduce its NOLs by interest deductions in the manner described above, and the debtor may undergo a change of ownership within two years without triggering the elimination of its Pre-Change Losses.

The Debtors have not yet determined whether it will be beneficial for them to qualify for, and utilize, the 382(1)(5) Exception. However, as mentioned above, if the Debtors do utilize the 382(l)(5) Exception and another ownership change were to occur within the two-year period after consummation, then the Debtors’ Pre-Change Losses would effectively be eliminated.

It is possible that the Debtors will not qualify for the 382(l)(5) Exception. Alternatively, the Reorganized Debtors may decide to elect out of the 382(l)(5) Exception. In either case, the Debtors expect that their use of the Pre-Change Losses after the Effective Date will be subject to limitation based on the rules discussed above, but taking into account the 382(l)(6) Exception. Regardless of whether the Reorganized Debtors take advantage of the 382(l)(6) Exception or the 382(l)(5) Exception, the Reorganized Debtors’ use of their Pre-Change Losses after the Effective Date may be adversely affected if an “ownership change” within the meaning of Section 382 of the IRC were to occur after the Effective Date. In order to prevent such a subsequent ownership change, the New Certificate of Incorporation of Reorganized Debtors may contain restrictions on trading of New Equity Interests that are intended to prevent such a change. The specific terms of any such restrictions have not yet been determined.

In general, an alternative minimum tax (“AMT”) is imposed on a corporation’s alternative minimum taxable income (“AMTI”) at a 20% rate to the extent such tax exceeds the corporation’s regular federal income tax for the year. AMTI is generally equal to regular taxable income with certain adjustments. For purposes of computing AMTI, certain tax deductions and other beneficial allowances are modified or eliminated. For example, except for alternative tax NOLs generated in or deducted as carryforwards in taxable years ending in certain years, which can offset 100% of a corporation’s AMTI, only 90% of a corporation’s AMTI may be offset by available alternative tax NOL carryforwards. Additionally, under Section 56(g)(4)(G) of the IRC, an ownership change (as discussed above) that occurs with respect to a corporation having a net unrealized built-in loss in its assets will cause, for AMT purposes, the adjusted basis of each asset of the corporation immediately after the ownership change to be equal to its proportionate share (determined on the basis of respective fair market values) of the fair market

value of the assets of the corporation, as determined under Section 382(h) of the IRC, immediately before the ownership change.

Pursuant to the Plan, each Holder of an allowed Term Loan Credit Agreement Claim shall receive such Holder’s Pro Rata share of the New Equity Interests.

Whether a Holder of an allowed Term Loan Credit Agreement Claim recognizes gain or loss as a result of the exchange of its claim for the New Equity Interests depends, in part, on whether the exchange qualifies as a tax-free recapitalization, which in turn depends on whether the debt underlying the allowed Term Loan Credit Agreement Claim surrendered is treated as a “security” for the reorganization provisions of the IRC.

Whether a debt instrument constitutes a “security” for U.S. federal income tax purposes is determined based on all the relevant facts and circumstances, but most authorities have held that the length of the term of a debt instrument is an important factor in determining whether such instrument is a security for U.S. federal income tax purposes. These authorities have indicated that a term of less than five years is evidence that the instrument is not a security, whereas a term of ten years or more is evidence that it is a security. There are numerous other factors that could be taken into account in determining whether a debt instrument is a security, including the security for payment, the creditworthiness of the obligor, the subordination or lack thereof to other creditors, the right to vote or otherwise participate in the management of the obligor, convertibility of the instrument into an equity interest of the obligor, whether payments of interest are fixed, variable or contingent, and whether such payments are made on a current basis or accrued. The Term Loan Credit Agreement had an initial term of approximately six years. The Debtors expect to take the position that the debt underlying the Term Loan Credit Agreement Claims are “securities.”

If a debt instrument constituting a surrendered allowed Term Loan Credit Agreement Claim is treated as a “security” for U.S. federal income tax purposes, the exchange of a Holder’s allowed Term Loan Credit Agreement Claim for the New Equity Interests would be treated as a recapitalization, and therefore a reorganization, under the IRC. In such case, a Holder would not recognize loss with respect to the exchange and would not recognize gain except to the extent that the share of the New Equity Interests received are allocable to accrued but untaxed interest (see discussion below, “Accrued Interest”). Such Holder’s tax basis in its New Equity Interests would be equal to the tax basis of the obligation constituting the allowed Term Loan Credit Agreement Claim surrendered therefor, and a Holder’s holding period for its New Equity Interests would include the holding period for the obligation constituting the surrendered allowed Term Loan Credit Agreement Claim; provided that the tax basis of the New Equity Interests treated as received in satisfaction of accrued but untaxed interest would equal the amount of such accrued but untaxed interest, and the holding period for any such New Equity Interests would not include the holding period of the debt instrument constituting the surrendered allowed Senior Secured Claim.

If a debt instrument constituting a surrendered allowed Term Loan Credit Agreement Claim is not treated as a “security” for U.S. federal income tax purposes, a Holder of such a claim would be treated as exchanging its allowed Term Loan Credit Agreement Claim for the New Equity Interests in a fully taxable exchange. A Holder of an allowed Term Loan Credit Agreement Claim who is subject to this treatment would recognize gain or loss equal to the difference between (i) the fair market value of the New Equity Interests that is not allocable to accrued but untaxed interest, and (ii) the Holder’s adjusted tax basis in the obligation constituting the surrendered allowed Term Loan Credit Agreement Claim. The character of such gain or loss as capital gain or loss or as ordinary income or loss will be determined by a number of factors, including the tax status of the Holder, the nature of the Claim in such

Holder’s hands, whether the Claim was purchased at a discount, and whether and to what extent the Holder has previously claimed a bad debt deduction with respect to its Claim. See the discussions of accrued interest and market discount below. A Holder’s tax basis in the New Equity Interests would equal its fair market value. A Holder’s holding period for the New Equity Interests received on the Effective Date would begin on the day following the Effective Date.

The tax consequences of the Plan and to the Holders of allowed Term Loan Credit Agreement Claim are uncertain. Holders of allowed Term Loan Credit Agreement Claims should consult their tax advisors regarding whether such Claims be treated as “securities” for U.S. federal income tax purposes.

Pursuant to the Plan, each Holder of an allowed Second Lien Note Claim shall receive such Holder’s Pro Rata share of Contingent Payment Rights.

Whether a Holder of an allowed Second Lien Note Claim recognizes gain or loss as a result of the exchange of its claim for the Contingent Payment Rights depends, in part, on whether the Contingent Payment Rights are treated as separate obligations of the Reorganized Debtors or whether instead the exchange of Second Lien Note Claims for Contingent Payment Rights is treated for tax purposes as a purchase and sale of all future ERG Proceeds. Because the Contingent Payment Rights will have recourse only to such future ERG Proceeds and if under all likely scenarios Holders of the Contingent Payment Rights would be entitled to 100 percent of such future ERG Proceeds, then for tax purposes the Contingent Payment Rights might be treated as constituting beneficial ownership of the right to receive all ERG Proceeds. However, to the extent it is likely that total EGR Proceeds received during the 20-year term of the Contingent Payment Rights will exceed $70 million and thus a portion will likely be retained by the Reorganized Debtors, then the Contingent Payment Rights are more likely to be respected as separate obligations of the Reorganized Debtors. The Debtors expect to take the position that the Contingent Payment Rights constitute separate obligations.

If the exchange of a Second Lien Note Claim for Contingent Payment Rights is not treated for tax purposes as the purchase of the future ERG Proceeds, then the exchange would be treated as the exchange of one obligation for another, in which case a holder’s treatment will in turn depend on whether the Second Lien Notes or the Contingent Payment Rights constitute securities or, in the case of the Contingent Payment Rights, stock.

As discussed in Section C.(i).(a), above, the determination of whether a debt instrument is a security for tax purposes depends on a number of factors, the most important of which is the length of the term of a debt instrument. The Second Lien Notes had an initial term of approximately seven years, and the Debtors expect to take the position that the Second Lien Notes are “securities.” If the Contingent Payment Rights are treated as separate obligations, they may constitute either a rights under a contract under Section 483 of the IRC or equity of the Reorganized Debtors. Although the Contingent Payment Rights do not obligate the Reorganized Debtors to pay a fixed amount at a fixed time and payments under them are contingent on the timing and amount of the Reorganized Debtors’ receipt of the ERG Proceeds, the Contingent Payment Rights lack equity characters because (1) payments with respect to the Contingent Payment Rights are contingent on gross (and not net) income of a business of the Reorganized Debtors, (2) payments in aggregate of $70 million are expected to be made over a 20-year period, (3) the Contingent Payment Rights do not give the holders the right to participate in management of the Reorganized Debtors, and (4) the Contingent Payment Rights will be treated as debt under the ERG Agreement. Furthermore, although there is no direct authority addressing the issue, because the Contingent Payment Rights represent a long-term liability of the Reorganized Debtors, the Contingent Payment Rights should be treated as securities. [For that reason, the Debtors expect to take the position that if the Contingent Payment Rights are respected as separate obligations, they would constitute rights under a contract under Section 483 of the IRC and securities of the Reorganized Debtors.

If both the debt instrument constituting a surrendered allowed Second Lien Note Claim, and the Contingent Payment Rights are each treated as a “security” (or stock in the case of the contingent Payment Rights) of the Reorganized Debtors for U.S. federal income tax purposes, the exchange of a Holder’s allowed Second Lien Note

Claim for the Contingent Payment Rights would be treated as a recapitalization, and therefore a reorganization, under the IRC. In such case, a Holder would not recognize loss with respect to the exchange and would not recognize gain except to the extent that the share of the Contingent Payment Rights received are allocable to accrued but untaxed interest (see discussion below, “Accrued Interest”). Such Holder’s tax basis in its Contingent Payment Rights would be equal to the tax basis of the obligation constituting the allowed Second Lien Note Claim surrendered therefor, and a Holder’s holding period for its Contingent Payment Rights would include the holding period for the obligation constituting the surrendered allowed Second Lien Note Claim; provided that the tax basis of any Contingent Payment Rights treated as received in satisfaction of accrued but untaxed interest would equal the amount of such accrued but untaxed interest, and the holding period for any such Contingent Payment Rights would not include the holding period of the debt instrument constituting the surrendered allowed Second Lien Note Claim.

If either the debt instrument constituting a surrendered allowed Second Lien Note Claim or the Contingent Payment Rights are not treated as a “security” (or stock in the case of the Contingent Payment Rights) for U.S. federal income tax purposes, an allowed Second Lien Note Claim would be treated as exchanging such a claim for the Contingent Payment Rights in a fully taxable exchange. A Holder of an allowed Second Lien Note Claim who is subject to this treatment would recognize gain or loss equal to the difference between (i) the fair market value of the Contingent Payment Rights, and (ii) the Holder’s adjusted tax basis in the obligation constituting the surrendered allowed Second Lien Note Claim. The character of such gain or loss as capital gain or loss or as ordinary income or loss will be determined by a number of factors, including the tax status of the Holder, the nature of the Claim in such Holder’s hands, whether the Claim was purchased at a discount, and whether and to what extent the Holder has previously claimed a bad debt deduction with respect to its Claim. See the discussions of accrued interest and market discount below. A Holder’s tax basis in the Contingent Payment Rights received on the Effective Date would equal its fair market value. A Holder’s holding period for the Contingent Payment Rights received on the Effective Date would begin on the day following the Effective Date. Holders recognizing gain on the exchange may be eligible to recognize such gain under the installment method and should consult their tax advisors as to whether the installment method is available or appropriate.

If the exchange of a Second Lien Note Claim for Contingent Payment Rights is treated for tax purposes as the purchase of beneficial ownership of the future ERG Proceeds, then a Holder of such a claim would be treated as exchanging its allowed Second Lien Note Claim for the Contingent Payment Rights in a fully taxable exchange. A Holder of an allowed Second Lien Note Claim who is subject to this treatment would recognize gain or loss equal to the difference between (i) the fair market value of the Contingent Payment Rights, and (ii) the Holder’s adjusted tax basis in the obligation constituting the surrendered allowed Second Lien Note Claim. The character of such gain or loss as capital gain or loss or as ordinary income or loss will be determined by a number of factors, including the tax status of the Holder, the nature of the Claim in such Holder’s hands, whether the Claim was purchased at a discount, and whether and to what extent the Holder has previously claimed a bad debt deduction with respect to its Claim. See the discussions of accrued interest and market discount below. A Holder’s tax basis in the Contingent Payment Rights received on the Effective Date would equal their fair market value. A Holder’s holding period for the Contingent Payment Rights received on the Effective Date would begin on the day following the Effective Date.

The tax treatment of payments received under the Contingent Payment Right is uncertain and also depends in part on whether the Contingent Payment Rights are treated for tax purposes as beneficial ownership of a portion of the future ERG Proceeds or if instead they are treated as separate obligations of the Reorganized Debtors and, if so treated, whether they are treated as rights under a contract or equity of the Reorganized Debtors.

If the Contingent Payment Rights are treated as separate obligations and treated as rights under a contract, a portion of each payment made pursuant to the Contingent Payment Rights would be characterized as interest in an amount equal to the difference between the amount of such payment and the present value of such payment on the Effective Date calculated using the appropriate test rate determined by the IRS. The portion of each payment not characterized as interest would constitute gain to the Holder of the Contingent Payment Right only to the extent that the portions of such payments not characterized as interest cumulatively exceed such Holder’s tax basis in the

Contingent Payment Right. Such Holder would recognize a loss with respect to such Contingent Payment Rights if all portions of the payments not characterized as interest cumulatively totaled less than such Holder’s tax basis in the Contingent Payment Right. The character of such gain or loss as capital gain or loss or as ordinary income or loss would be determined by a number of factors, including the tax status of the Holder and the nature of the Contingent Payment Right in such Holder’s hands.

If the Contingent Payment Rights are treated as equity of the Reorganized Debtor, any payment with respect to the Contingent Payment Rights would be includible in income by a Holder as dividend income to the extent such distribution is paid out of the current or accumulated earnings and profits of the Reorganized Debtors as determined under U.S. federal income tax principles. Any portion of the payment in excess of the Reorganized Debtors’ current and accumulated earnings and profits would first be treated as a tax-free return of capital to the extent of a Holder’s adjusted tax basis in its Contingent Payment Rights and would be applied against and reduce such basis on a dollar-for-dollar basis. To the extent that such payment exceeds the Holder’s adjusted tax basis, the Payment will be treated as capital gain, which will be treated as long-term capital gain if such Holder’s holding period in its Contingent Payment Rights exceeds one year as of the date of the distribution and otherwise will be short-term capital gain.

If the Contingent Payment Right is not treated as a separate obligation but instead is treated as beneficial ownership of a portion of the future ERG Proceeds, then it is likely that no portion of payments made pursuant to the Contingent Payment Rights would be characterized as interest and such payments would constitute gain to the Holder of the Contingent Payment Right only to the extent that such payments cumulatively exceed such Holder’s tax basis in the Contingent Payment Rights. Such Holder would recognize a loss with respect to such Contingent Payment Rights if all payments cumulatively totaled less than such Holder’s tax basis in the Contingent Payment Right. The character of such gain or loss as capital gain or loss or as ordinary income or loss would be determined by a number of factors, including the tax status of the Holder and the nature of the Contingent Payment Right in such Holder’s hands.

The tax consequences of the Plan and to the Holders of allowed Second Lien Note Claims are uncertain. Holders of allowed Second Lien Note Claims should consult their tax advisors regarding whether the exchange of Second Lien Note Claims for Contingent Payment Rights constitutes the taxable purchase of the right to future ERG Payments, or, if not, whether such Claims or the Contingent Payment Rights could be treated as “securities” for U.S. federal income tax purposes.

To the extent that any amount received by a Holder of a surrendered allowed claim under the Plan is attributable to accrued but unpaid interest and such amount has not previously been included in the Holder’s gross income, such amount will be taxable to the Holder as ordinary interest income. Conversely, a Holder of a surrendered allowed claim will generally recognize a deductible loss to the extent that any accrued interest on the debt instruments constituting such claim was previously included in the Holder’s gross income but was not paid in full by the Debtors.

The extent to which the consideration received by a Holder of a surrendered allowed claim will be attributable to accrued interest on the debts constituting the surrendered allowed claim is unclear. Certain legislative history indicates that an allocation of consideration as between principal and interest provided in a chapter 11 plan of reorganization is binding for U.S. federal income tax purposes, while certain Treasury Regulations treat payments as allocated first to any accrued but untaxed interest. Application of this rule to a final payment on a debt instrument being discharged at a discount in bankruptcy is unclear. Pursuant to the Plan, distributions in respect of allowed claims shall be allocated first to the principal amount of such claims (as determined for U.S. federal income tax purposes) and then, to the extent the consideration exceeds the principal amount of the claims, to any portion of such claims for accrued but unpaid interest. However, the provisions of the Plan are not binding on the IRS nor a court with respect to the appropriate tax treatment for creditors.

Under the “market discount” provisions of Sections 1276 through 1278 of the IRC, some or all of any gain realized by a Holder exchanging the debt instruments constituting its allowed claim may be treated as ordinary

income (instead of capital gain), to the extent of the amount of “market discount” on the debt constituting the surrendered allowed claim.

In general, a debt instrument is considered to have been acquired with “market discount” if it is acquired other than on original issue and if its Holder’s adjusted tax basis in the debt instrument is less than (a) the sum of all remaining payments to be made on the debt instrument, excluding “qualified stated interest” or, (b) in the case of a debt instrument issued with “original issue discount,” its adjusted issue price, by at least a de minimis amount (equal to 0.25% of the sum of all remaining payments to be made on the debt instrument, excluding qualified stated interest, multiplied by the number of remaining whole years to maturity).

Any gain recognized by a Holder on the taxable disposition (determined as described above) of debts that it acquired with market discount will generally be treated as ordinary income to the extent of the market discount that accrued thereon while such debts were considered to be held by the Holder (unless the Holder elected to include market discount in income as it accrued). To the extent that the surrendered debts that had been acquired with market discount are exchanged in a tax-free or other reorganization transaction for other property (as may occur here), any market discount that accrued on such debts but was not recognized by the Holder may be required to be carried over to the property received therefor and any gain recognized on the subsequent sale, exchange, redemption or other disposition of such property may be treated as ordinary income to the extent of the accrued but unrecognized market discount with respect to the exchanged debt instrument.

The Debtors will withhold all amounts required by law to be withheld from payments of interest. The Debtors will comply with all applicable reporting requirements of the IRC. In general, information reporting requirements may apply to distributions or payments made to a holder of a claim. Additionally, backup withholding, currently at a rate of 28%, will generally apply to such payments if a Holder fails to provide an accurate taxpayer identification number or otherwise fails to comply with the applicable requirements of the backup withholding rules. Any amounts withheld under the backup withholding rules will be allowed as a credit against such holder’s U.S. federal income tax liability and may entitle such holder to a refund from the IRS, provided that the required information is provided to the IRS.

In addition, from an information reporting perspective, U.S. Treasury Regulations generally require disclosure by a taxpayer on its U.S. federal income tax return of certain types of transactions in which the taxpayer participated, including, among other types of transactions, certain transactions that result in the taxpayer’s claiming a loss in excess of specified thresholds. Holders are urged to consult their tax advisors regarding these regulations and whether the transactions contemplated by the Plan would be subject to these regulations and require disclosure on the Holders’ tax returns.

THE FEDERAL INCOME TAX CONSEQUENCES OF THE PLAN ARE COMPLEX. THE FOREGOING SUMMARY DOES NOT DISCUSS ALL ASPECTS OF FEDERAL INCOME TAXATION THAT MAY BE RELEVANT TO A PARTICULAR HOLDER IN LIGHT OF SUCH HOLDER’S CIRCUMSTANCES AND INCOME TAX SITUATION. ALL HOLDERS OF CLAIMS AND INTERESTS SHOULD CONSULT WITH THEIR TAX ADVISORS AS TO THE PARTICULAR TAX CONSEQUENCES TO THEM OF THE TRANSACTIONS CONTEMPLATED BY THE PLAN, INCLUDING THE APPLICABILITY AND EFFECT OF ANY STATE, LOCAL OR NON-U.S. TAX LAWS, AND OF ANY CHANGE IN APPLICABLE TAX LAWS.

The Reorganized Debtors shall not distribute New Equity Interests to any Entity in violation of the gaming laws and regulations in New Jersey. Consequently, no Holder shall be entitled to receive New Equity Interests unless and until such Holder has been licensed, qualified, found suitable, or has obtained a waiver or exemption from such license, qualification, or suitability requirements.

To the extent a Holder is not entitled to receive New Equity Interests on the Effective Date due to a failure to comply with applicable gaming laws and regulations, the Reorganized Debtors shall not distribute New Equity Interests to such Holder, unless and until such Holder complies with applicable gaming laws and resolutions. Until such Holder has complied with applicable gaming laws and regulations, such Holder shall not be a shareholder of the Reorganized Debtors and shall have no voting rights or other rights of a stockholder of the Reorganized Debtors.

If a Holder is entitled to receive New Equity Interests under the Plan and is required, under applicable gaming laws, to undergo a suitability investigation and determination and such Holder either (a) refuses to undergo the necessary application process for such suitability approval or (b) after submitting to such process, is determined to be unsuitable to hold the New Equity Interests, or withdraws from the suitability determination prior to its completion, then, in that event, the Reorganized Debtors shall hold the New Equity Interests and (x) such Holder shall only receive such distributions from the Reorganized Debtors as are permitted by the applicable gaming authorities, (y) the balance of the New Equity Interests to which the Holder would otherwise be entitled will be marketed for sale by the Reorganized Debtors, as agent for Holder, and (z) the proceeds of any such sale shall be distributed to Holder as soon as such sale can be facilitated and subject to regulatory approval. In addition, in the event that the applicable gaming authorities object to the possible suitability of any Holder, the New Equity Interests shall be distributed only to such Holder upon a formal finding of suitability. If a gaming authority subsequently issues a formal finding that a Holder lacks suitability, or such Holder withdraws from or does not fully cooperate with the suitability investigation, then the process for the sale of that Holder’s New Equity Interests shall be as set forth in (x), (y), and (z) above.

The following description should not be construed as a complete summary of all of the regulatory requirements that the Debtors face in connection with their current gaming operations and that the Reorganized Debtors will face with their contemplated gaming operations.

The ownership and operation of the Debtors’ gaming facilities are subject to pervasive regulation under the laws and regulations of New Jersey. Gaming laws generally are based upon declarations of public policy designed to protect gaming consumers and the viability and integrity of the gaming industry. Gaming laws also may be designed to protect and maximize state and local revenues derived through taxes and licensing fees imposed on gaming industry participants as well as to enhance economic development and tourism. To accomplish these public policy goals, gaming laws establish procedures to ensure that participants in the gaming industry meet certain standards of character and fitness. In addition, gaming laws generally require gaming industry participants to:

Typically, a state regulatory environment is established by statute and is administered by one or more regulatory agencies with broad discretion to regulate, among other things, the affairs of owners, managers, and persons with financial interests in gaming operations. Among other things, gaming authorities in New Jersey:

The ownership and operation of casino gaming facilities in the State of New Jersey is governed by the New Jersey Casino Control Act and regulations promulgated thereunder (collectively, the “New Jersey Act”) by the New Jersey Casino Control Commission (the “NJ CCC”) and the NJ DGE. They collectively have comprehensive powers, including the authority to adopt rules and regulations governing all aspects of gaming, and the responsibility to grant or deny license applications and adjudicate all other matters arising under the New Jersey Act. The NJ DGE, under the Office of the State Attorney General, also has the duty and authority to conduct all necessary investigations and prosecute cases before the NJ CCC. The operation of a casino requires a casino license issued by the NJ CCC after an investigation of the qualifications of all Entities that must be found qualified in conjunction with the casino licensee or applicant for a casino license.

Any change in the laws or regulations of a gaming jurisdiction could have a material adverse effect on the gaming operations of the Debtors.

The gaming laws require that various transactions contemplated by the Plan, including the Exit Facilities and the issuance of the Contingent Payment Rights and New Equity Interests, be reviewed and, as necessary, approved by the gaming regulators in New Jersey. In addition, as described herein, certain Holders of Claims who may acquire an equity interest in the Reorganized Debtors by virtue of the transactions contemplated by the Plan may need to be licensed or undergo suitability determinations, or obtain a waiver, to hold the New Equity Interests. Accordingly, various actions contemplated by the Plan are subject to approval by the state gaming regulators, and failure to secure such approvals may materially and adversely affect the ability of the Debtors to achieve Confirmation and Consummation of the Plan.

Gaming laws required the Debtors and the Reorganized Debtors, as applicable, as well as their directors (with respect to corporations), managers (with respect to

limited liability companies), members (with respect to limited liability companies), officers, and certain other key employees, to obtain licenses, findings of suitability or other approvals from gaming authorities. Licenses or findings of suitability typically require a determination that the applicant is suitable or otherwise qualifies to hold the license or the finding of suitability necessary to hold the equity or debt securities of the gaming licensee or its affiliated entities.

Gaming authorities generally have broad discretion in determining whether an applicant qualifies for licensing or should be deemed suitable or otherwise qualified. To determine whether to grant a license or finding of suitability to an entity to conduct gaming operations, gaming authorities generally consider the following factors:

Licenses under gaming laws generally are not transferable. Licenses in New Jersey are granted without set terms, but periodic resubmissions are required from time to time. They are subject to revocation and the revocation of any of the Debtors’ licenses would have a material adverse effect on their gaming operations. In evaluating individual applicants, gaming authorities generally consider the individual’s business probity and casino experience, the individual’s reputation for good character, honesty, and integrity, the individual’s criminal history, and the character and reputation of those with whom the individual associates.

As noted above, gaming authorities may investigate any individual who has a material relationship to, or material involvement with, the Debtors to determine whether such individual is suitable or should be licensed or found suitable as a business associate of a gaming licensee. In New Jersey, the Debtors’ directors (with respect to corporations), managers (with respect to limited liability companies), members (with respect to limited liability companies), officers, and certain other key employees must file applications with the gaming authorities and may be required to be licensed, qualify, or otherwise be found suitable.

Qualification and suitability determinations generally require the submission of detailed personal and financial information—and in the case of an Entity other than a natural person, a list of beneficial owners—followed by a thorough investigation. The applicant must pay all the costs of the investigation. Changes with respect to the individuals who occupy licensed positions must be reported to gaming authorities and—in addition to their authority to deny an application for licensure, qualification, or a finding of suitability—gaming authorities have authority to disapprove a change in a corporate position.

If New Jersey gaming authorities were to find that a/an director (with respect to corporations), manager (with respect to limited liability companies), member (with respect to limited liability companies), officer, or other key employee of the Debtors does not qualify, is unsuitable for licensing, or is unsuitable to continue having a relationship with the Debtors, the Debtors may be required to sever all relationships with such person. In addition, gaming authorities may require the Debtors to terminate the employment of any person who refuses to file appropriate applications. Moreover, certain holders of debt and equity securities of the Debtors or the Reorganized Debtors, as applicable, may be required to undergo a suitability investigation similar to that described above.

In New Jersey, each Entity who directly or indirectly acquires any beneficial interest or ownership in securities issued by a casino licensee or any holding, intermediate, or parent company of such a company

(collectively, a “New Jersey Licensee”), may have to obtain prior approval from the NJ CCC. Five (5) business days notice must be provided to the NJ CCC of any proposed sale or transfer of any ownership interest in a New Jersey Licensee. If the NJ CCC does not object to such sale or transfer within such five (5) business days, the sale or transfer may proceed. If the purchaser or transferee of an ownership interest in a New Jersey Licensee is required to be licensed, ordinarily, the approval is obtained by utilizing the interim casino authorization provisions of the New Jersey Act (the “New Jersey Interim Casino Authorization”). Generally speaking, the New Jersey Interim Casino Authorization provisions require that any contract to transfer ownership of equity securities of an ongoing casino operation must have a closing date 121 or more days after filing a completed application. The New Jersey Interim Casino Authorization process requires extensive filings and disclosures by the New Jersey Interim Casino Authorization applicant and all qualifiers thereof, and a subsequent investigation by and report of the New Jersey DGE.

Generally within four months after submission of a completed New Jersey Interim Casino Authorization application, the NJ CCC will determine whether the applicant can obtain the interest in the New Jersey Licensee on a temporary basis, pending plenary qualification and subject to the imposition of a New Jersey Interim Casino Authorization trust, whereby the applicant’s interests are placed in a non-active but fully executed trust held by a qualified New Jersey Interim Casino Authorization trustee. If the NJ CCC ultimately denies the New Jersey Interim Casino Authorization application, the trust will be activated and the applicant’s interest terminated with rights only in an amount not to exceed the lower of actual cost of the interest or the value of the interest on the date the trust became activated. The disqualified holder will have the right to appeal to the New Jersey Superior Court, Appellate Division. If the NJ CCC grants New Jersey Interim Casino Authorization, the applicant will be allowed to close on the acquisition and thereafter exercise all its rights, including, if applicable, management of the casino property pending plenary qualification, which generally occurs (or not) within 12 months, after the New Jersey DGE reports the findings of its investigation.

Certain owners or investors may have the qualification requirement waived if the Director of the NJ DGE determines that waiver is appropriate. For example, each Entity directly or indirectly holding a beneficial interest or ownership of equity securities of a New Jersey Licensee that is not significantly involved in the activities of the New Jersey Licensee, and does not have the ability to control the New Jersey Licensee or elect a majority of its directors, may be eligible for waiver. There is a presumption that any Entity holding 5% or more of the equity securities of a New Jersey Licensee, or an Entity having the ability to elect one or more of the directors of such New Jersey Licensee, has the ability to control the New Jersey Licensee and, may have to submit for qualification by the NJ CCC.

An “institutional investor,” as defined in the New Jersey Act (principally, pension funds, insurance companies, and registered advisors under securities laws), may be eligible for a waiver to own up to 25% of the equity securities of a New Jersey Licensee, provided the institutional investor certifies that it holds the securities for investment purposes only and has no intention to influence or control the New Jersey Licensee. If the NJCCC finds at any time that a beneficial owner of any security in a New Jersey Licensee is not qualified under the New Jersey Act, it has the right to take any remedial action it deems appropriate, including requiring the Debtors and the Reorganized Debtors to purchase such equity securities. In the event a disqualified beneficial owner fails to divest itself of such securities, the NJCCC has the power to revoke or suspend the associated casino license or deny the application for same.

This summary is not intended to be complete, and is qualified in its entirety by the New Jersey Act and the rulings of the NJ CCC and NJ DGE.

Additionally, the Reorganized Debtors’ certificates of incorporation will contain provisions establishing the right of the NJ CCC to the prior approval of the transfer of securities and the right of the Reorganized Debtors to redeem at the lesser of purchase price or the market price any transfer disapproved by the NJ CCC and the securities of unsuitable holders if (i) the holder is determined by a gaming authority, or the Reorganized Debtors have been notified by the staff of a gaming authority that it will recommend that the gaming authority determine the holder to be, unsuitable, unqualified, or disqualified to own or control such securities or unsuitable to be connected with a person engaged in gaming activities in New Jersey, or (ii) the holder causes the Reorganized Debtors or any affiliate of Reorganized Debtors to lose or have modified, or to be threatened with the loss, suspension, condition or modification of, or who, in the sole discretion of the Reorganized Debtors, is deemed likely to jeopardize the right of

Reorganized Debtors or any of its affiliate to the use of or entitlement to or ability to reinstate any gaming license or liquor license.

To the extent that any Holder receives New Equity Interests pursuant to the Plan, such Holder shall be subject to applicable casino regulatory requirements. As provided in the Restructuring Support Agreement, to the extent any member of the Steering Committee does not become licensed with the NJ CCC, such member has agreed not to terminate its support of the Plan, as set forth in the Restructuring Support Agreement, as a result of any such casino regulatory requirements.

To the extent that three (3) of the directors selected by the Steering Committee have not received any required regulatory approvals by the Effective Date, the Steering Committee will work in good faith with the Debtors to implement a solution to allow the Reorganized Debtors to emerge on the Effective Date with a sitting board. Thus, the search for new directors will not delay the Reorganized Debtors’ emergence from chapter 11.

The New Jersey gaming authorities may also, among other things, limit, condition, suspend, or revoke a gaming license or approval to own the equity interests of the Debtors’ for any cause deemed reasonable by the New Jersey licensing authority. In addition, if the Debtors violate applicable gaming laws, their gaming licenses could be limited, conditioned, suspended, or revoked by gaming authorities, and the Debtors and any other persons involved could be subject to substantial fines. Further, gaming authorities may appoint a supervisor or conservator to operate the Debtors’ gaming properties or, in some jurisdictions, take title to the Debtors’ gaming assets. Under certain circumstances, earnings generated during such appointment could be forfeited to the applicable state or states. Finally, New Jersey gaming jurisdictions prohibit certain types of political activity by a gaming licensee, its directors (with respect to corporations), managers (with respect to limited liability companies), members (with respect to limited liability companies), officers, and certain other key people. A violation of such a prohibition may subject the offender to criminal and disciplinary action.

The Debtors are required to submit detailed financial and operating reports on a periodic basis and furnish any other information that gaming authorities may require. Under federal law, the Debtors are required to record and submit detailed reports of currency transactions at their casinos involving more than $10,000 as well as any suspicious activity that may occur at such facilities. Additionally, the Debtors are required to maintain a current stock ledger that may be examined by gaming authorities at any time. In addition, New Jersey gaming authorities may require that the New Equity Interest stock certificates bear a legend indicating that the securities are subject to specified gaming laws.

As described herein, certain transactions contemplated by the Plan must be approved by New Jersey gaming authorities. In addition, substantially all material loans, leases, sales of securities, and similar financing transactions by the Debtors and the Reorganized Debtors must be reported to, and in some cases approved by, gaming authorities. The Debtors and the Reorganized Debtors may not make a public offering of securities without the prior approval of gaming authorities. Changes in control through merger, consolidation, stock or asset acquisitions, management or consulting agreements, or otherwise, are subject to prior approval of gaming authorities. Entities seeking to acquire control of the Reorganized Debtors or one of their subsidiaries must satisfy gaming authorities with respect to a variety of standards prior to assuming control. Gaming authorities may also require controlling stockholders, directors (with respect to corporations), managers (with respect to limited liability companies), members (with respect to limited liability companies), officers, and certain other key employees having a material relationship or involvement with the entity proposing to acquire control to be investigated and licensed or qualified as part of the approval process relating to the transaction. Because of regulatory restrictions, the Debtors’ ability to grant a security interest in any of their gaming assets is limited and subject to receipt of approval by gaming authorities.

The service and sale of alcoholic beverages at Revel is subject to licensing, control, and regulation by the NJ DGE.

The following summarizes briefly the procedures to accept or reject the Plan. Holders of Claims and Interests are encouraged to review the relevant provisions of the Bankruptcy Code and/or to consult their own attorneys.

The voting Classes, Classes 1. 2, and 3, entitled to vote to accept or reject the Plan shall be served with paper copies and by electronic mail, if available, of this Disclosure Statement with all exhibits, including the Plan (and the appropriate ballot). Any party who desires additional paper copies of these documents may request copies from the Balloting Agent by writing to Revel AC, Inc. Ballot Processing Center, c/o Epiq Bankruptcy Solutions, LLC, FDR Station, P.O. Box 5014, New York, New York 10150-5014 or calling (646) 282-2500.

The Plan Supplement will be Filed no later than five (5) days before the Confirmation Hearing, or such later date on notice to parties in interest, and additional documents Filed before the Effective Date as supplements or amendments to the Plan Supplement, all such documents being in form and substance reasonably acceptable to the Requisite Consenting Lenders, the Term Loan Agent and, solely to the extent adversely affecting their economic interests, the Requisite Consenting 2012 Facility Lenders, including the following: (i) the New By-Laws; (ii) the New Certificates of Incorporation; (iii) the Rejected Executory Contract and Unexpired Lease List (iv) a list of retained Causes of Action, if any; (v) subject to the terms of Article IV.K of the Plan, the Management Incentive Program; (vi) the identification of any Disbursing Agent other than the Reorganized Debtors; (vii) the First Lein Exit Credit Agreement; (viii) the Second Lien Exit Credit Agreement; (ix) the New Employment Agreements, if any; and (x) the New Stockholders Agreement. The detailed terms of the documents to be contained in the Plan Supplement have yet to be finalized and will continue to be negotiated by the Debtors. When Filed, the Plan Supplement will be available in both electronic and hard copy form, although the Debtors will not serve paper or CD-ROM copies. Details about how to access the Plan Supplement will be provided in the notice sent to all parties in interest upon the commencement of the Chapter 11 Cases.

The period during which Ballots and Master Ballots with respect to the Plan will be accepted by the Debtors will terminate at 4:00 p.m. (prevailing Eastern Time) on March 20, 2013 for Holders of 2012 Credit Agreement Claims and Term Loan Credit Agreement Claims, and will terminate at 4:00 p.m. (prevailing Eastern Time) on April 10, 2013 for Holders of Second Lien Note Claims, unless the Debtors, in their sole discretion, extend the date until which Ballots and Master Ballots will be accepted; provided, that Holders of Claims or Interests who cast a Ballot prior to the time of filing of any of the Debtors’ chapter 11 petitions shall not be entitled to change their

vote or cast new Ballots after the Chapter 11 Cases are commenced. Except to the extent the Debtors so determine or as permitted by the Bankruptcy Court, Ballots and Master Ballots that are received after the Voting Deadlines will not be counted or otherwise used by the Debtor in connection with the Debtors request for Confirmation of the Plan (or any permitted modification thereof).

The Debtors reserve the absolute right, at any time or from time to time, to extend the period of time (on a daily basis, if necessary) during which Ballots and Master Ballots will be accepted for any reason, including determining whether or not the requisite number of acceptances have been received, by making a public announcement of such extension no later than the first Business Day next succeeding the previously announced Voting Deadlines. The Debtors will give notice of any such extension in a manner deemed reasonable to the Debtors in its discretion. There can be no assurance that the Debtors will exercise its right to extend the Voting Deadlines.

Only the Holders of Allowed Class 1 2012 Credit Agreement Claims, Class 2 Term Loan Credit Agreement Claims, and Class 3 Second Lien Note Claims as of the Voting Record Date are entitled to vote to accept or reject the Plan, and they may do so by completing the appropriate Ballots or Master Ballots and returning them by electronic mail or in the envelope provided. Notwithstanding the foregoing, in the event that a Holder returns an original properly completed Ballot via mail or overnight courier, as well as a Ballot via electronic mail, only the original properly completed ballot will be counted for voting purposes. The Ballots and Master Ballots will clearly indicate the appropriate return address (or, in the case of the Beneficial Holders of the Debtors’ Second Lien Notes who hold their position through a nominee (the “Nominee”) and received the Ballots from Nominees, such Beneficial Holders will be instructed to comply with the return instructions provided by the Nominee). It is important to follow the specific instructions provided on each Ballot or Master Ballot. Ballots and Master Ballots should be sent to the Balloting Agent on or before the Voting Deadlines as indicated in the chart below.

The Debtors are providing the Solicitation Package to Holders of Second Lien Note Claims or Nominees whose names appear as of the Voting Record Date in the records maintained by the Debtors.

The Debtors have engaged Epiq as the Balloting Agent to assist in the balloting and tabulation process. The Balloting Agent will process and tabulate Ballots and Master Ballots for each Class entitled to vote to accept or reject the Plan and will File the Voting Report as soon as practicable after the Petition Date, which Voting Report will be supplemented after the Voting Deadline.

The deadline by which the Balloting Agent must receive your Ballot or Master Ballot is 4:00 p.m. (prevailing Eastern Time) on March 20, 2013 for Holders of 2012 Credit Agreement Claims and Term Loan Credit Agreement Claims, and 4:00 p.m. (prevailing Eastern Time) on April 10, 2013 for Holders of Second Lien Note Claims.

Any Ballot or Master Ballot that is properly executed, but which does not clearly indicate an acceptance or rejection of the Plan or which indicates both an acceptance and a rejection of the Plan, shall not be counted.

All Ballots are accompanied by return envelopes. It is important to follow the specific instructions provided on each Ballot.

By signing and returning a Ballot or Master Ballot, each Holder of a Second Lien Note Claim in Class 1, Class 2, and Class 3 will be certifying to the Bankruptcy Court and the Debtors that, among other things:

A Beneficial Holder holding Class 3 Claims as a record Holder in its own name or who has directly received a Ballot from the Balloting Agent should vote on the Plan by completing and signing the enclosed applicable Ballot and returning it directly to the Balloting Agent on or before the Voting Deadlines using the enclosed self-addressed, post pre-paid return envelope.

Any Beneficial Holder holding Class 3 Claims in a “street name” through a Nominee and who has not directly received the Ballot from the Balloting Agent may vote on the Plan by one of the following two methods (as selected by such Beneficial Holder’s Nominee):

Any Ballot returned to a Nominee by a Beneficial Holder described in this section will not be counted for purposes of acceptance or rejection of the Plan until such Nominee properly completes and delivers to Epiq that Ballot (properly validated) or a Master Ballot that reflects the vote of such Beneficial Holder.

If any Beneficial Holder owns Claims through more than one Nominee, such Beneficial Holder should execute a separate Ballot for those Claims held through any one Nominee, unless otherwise approved by the Debtors. Each such separate Ballot must indicate the name of the particular Nominee through which Claims being voted by that Ballot are held, the amount of Claims held through such Nominee and be returned to the Balloting Agent. The Balloting Agent may validate the Ballot with the Nominee and by returning an executed Ballot, the Beneficial Holder directs the Nominee to provide any information requested to make such validation.

A Nominee that on the Voting Record Date is the registered Holder of Claims for a Beneficial Holder should obtain the vote of such Beneficial Holder of such Claims.

A Nominee may pre-validate a Ballot by: (a) signing the Ballot; (b) indicating on the Ballot the name of the Beneficial Holder and the amount of Claims held by the Nominee in the principal amount for such Beneficial Holder; and (c) forwarding such Ballot together with the Solicitation Package and other materials requested to be forwarded, to such Beneficial Holder for voting. The Beneficial Holder must then review and complete the information requested in the Ballot, and return the Ballot directly to Epiq in the pre-addressed, postage pre-paid envelope (or as otherwise noted above) so that it is received by Epiq before the Noteholder Voting Deadline. A list of the Beneficial Holders to whom “pre-validated” Ballots were delivered should be maintained by the Nominee for inspection for at least one year from the Noteholder Voting Deadline.

A Nominee may obtain the votes of Beneficial Holders by forwarding to the Beneficial Holders the unsigned Ballots, together with the Disclosure Statement, a return envelope provided by, and addressed to, the Nominee, and other materials requested to be forwarded. Each such Beneficial Holder must then indicate its vote on the Ballot, review and complete the information requested in the Ballot, execute the Ballot, and return the Ballot to the Nominee. After collecting the Ballots, the Nominee should, in turn, complete a Master Ballot compiling the votes and other information from the Ballot, execute the Master Ballot, and deliver the Master Ballot to Epiq so that it is received by Epiq before the Noteholder Voting Deadline. All Ballots returned by Beneficial Holders should be retained by Nominees for inspection for at least one year from the Noteholder Voting Deadline.

Each Nominee should advise its Beneficial Holders to return their Ballots to the Nominee by a date calculated by the Nominee to allow it to prepare and return the Master Ballot to Epiq so that it is received by Epiq before the Noteholder Voting Deadline.

The Ballot and/or Master Ballot do not constitute, and shall not be deemed to be, a Proof of Claim or an assertion or admission of a Claim or Interest. Only Holders of Claims in the voting Class shall be entitled to vote with regard to such Claims.

Unless the Debtors decide otherwise, Ballots and Master Ballots received after the Voting Deadlines may not be counted. Except as otherwise provided in the Solicitation Procedures, a Ballot or Master Ballot will be deemed delivered only when the Balloting Agent actually receives the executed Ballot or Master Ballot as instructed in the Voting Instructions. No Ballot or Master Ballot should be sent to the Debtors, the Debtors’ agents (other than the Balloting Agent) or the Debtors’ financial or legal advisors. The Debtors expressly reserve the right to amend from time to time the terms of the Plan (subject to compliance with the requirements of section 1127 of the Bankruptcy Code and the terms of the Plan regarding modifications). The Bankruptcy Code may require the Debtors to disseminate additional solicitation materials if the Debtors make material changes to the terms of the Plan or if the Debtors waive a material condition to Plan Confirmation. In that event, the solicitation will be extended to

the extent directed by the Bankruptcy Court. To the extent there are multiple Claims within Classes, the Debtors may, in their discretion, and to the extent possible, aggregate the Claims of any particular Holder within a Class for the purpose of counting votes.

In the event a designation of lack of good faith is requested by a party in interest under section 1126(e) of the Bankruptcy Code, the Bankruptcy Court will determine whether any vote to accept and/or reject the Plan cast with respect to that Claim will be counted for purposes of determining whether the Plan has been accepted and/or rejected.

The following additional procedures shall apply with respect to tabulating Master Ballots:

The Debtors will file with the Bankruptcy Court, as soon as practicable after the Petition Date, the Voting Report prepared by the Balloting Agent; provided, however, the Balloting Agent will file a supplemental Voting Report after the Voting Deadline. The Voting Report shall, among other things, delineate every Ballot or Master Ballot that does not conform to the Voting Instructions or that contains any form of irregularity (each an “Irregular Ballot”), including, but not limited to, those Ballots or Master Ballots that are late or (in whole or in material part) illegible, unidentifiable, lacking signatures or lacking necessary information, or damaged. The Balloting Agent will attempt to reconcile the amount of any Claim reported on a Ballot or Master Ballot with the records of the applicable Nominee, if applicable, or in the alternative with the Debtors’ records, but in the event such amount cannot be timely reconciled without undue effort on the part of the Balloting Agent, the amount shown in the records of the Nominee, if applicable, or the Debtors’ records shall govern. The Voting Report also shall indicate the Debtors’ intentions with regard to such Irregular Ballots. Neither the Debtors nor any other Person or Entity will be under any duty to provide notification of defects or irregularities with respect to delivered Ballots or Master Ballots other than as provided in the Voting Report, nor will any of them incur any liability for failure to provide such notification.

In the opinion of Revel AC, Inc. and each of the Debtors, the Plan is preferable to all other available alternatives and provides for a larger distribution to the Debtors’ creditors than would otherwise result in any other scenario. Accordingly, the Debtors recommend that Holders of Claims entitled to vote on the Plan vote to accept the Plan and support Confirmation of the Plan.


Respectfully submitted,

REVEL AC, INC.
(on behalf of itself and each of the Debtors)

By:		/s/ Kevin DeSanctis
		Name: Kevin DeSanctis
		Title: Chief Executive Officer and President

Revel AC, Inc. (“Revel AC”) and its debtor affiliates, as debtors and debtors in possession (each, a “Debtor” and, collectively, the “Debtors”), propose this joint plan of reorganization (the “Plan”) for the resolution of the Claims (as such term is defined below) against and Interests (as such term is defined below) in each of the Debtors pursuant to chapter 11 of the Bankruptcy Code (as such term is defined below). Capitalized terms used in the Plan and not otherwise defined shall have the meanings ascribed to such terms in Article I.A.

Holders of Claims and Interests (as such terms are defined below) should refer to the Disclosure Statement (as such term is defined below) for a discussion of the Debtors’ history, businesses, assets, results of operations, historical financial information and projections of future operations, as well as a summary and description of this Plan.

As used in this Plan, capitalized terms have the meanings ascribed to them below.

1. “2012 Credit Agreement” means that certain credit agreement, dated as of May 3, 2012 (as amended, supplemented, or modified from time to time), by and among Revel AC, as borrower, the Guarantors, the lenders party thereto, JPMorgan Chase Bank, N.A., in its capacities as administrative agent, collateral agent and issuing bank, and J.P. Morgan Securities LLC, as sole lead arranger and sole bookrunner.

2. “2012 Credit Agreement Agent” means JPMorgan Chase Bank, N.A., in its capacities as administrative agent, collateral agent, disbursement agent, and issuing bank under the 2012 Credit Agreement and any other capacities thereunder or related thereto, including any capacity held by any of its Affiliates.

3. “2012 Credit Agreement Claims” means any Claim derived from, based upon, relating to, or arising from the 2012 Credit Agreement.

4. “Accrued Professional Compensation” means, at any given time, all accrued, contingent, and/or unpaid fees and expenses rendered allowable before the Effective Date by any retained Professional in the Chapter 11 Cases that the Bankruptcy Court has not denied by Final Order, except such fees that are reasonably incurred by the 2012 Credit Agreement Agent, the Term Loan Agent, the DIP Facility Agent, the Exit Facility Agents, and the Steering Committee; provided, however, that any such fees and expenses (x) have not been previously paid (regardless of whether a fee application has been Filed for any such amount) and (y) have been applied against any retainer that has been provided to such Professional. To the extent that the Bankruptcy Court or any higher court of competent jurisdiction denies or reduces by a Final Order any amount of a Professional’s fees or expenses, then those reduced or denied amounts shall no longer constitute Accrued Professional Compensation.

5. “Administrative Claim” means any Claim for costs and expenses of administration pursuant to sections 503(b), 507(a)(2), 507(b), or 1114(e)(2) of the Bankruptcy Code, including: (a) the actual and necessary costs and expenses incurred after the Petition Date and through the Effective Date of preserving the Estates and operating the businesses of the Debtors (such as wages, salaries or commissions for services and payments for goods and other services and leased premises); and (b) all fees and charges assessed against the Estates pursuant to section 1930 of chapter 123 of the Judicial Code.

6. “Administrative Claims Bar Date” means the date that is 30 days after entry of the Confirmation Order.

7. “Administrative Claims Objection Deadline” means the date that is 60 days after the Effective Date.

8. “Affiliate” has the meaning set forth in section 101(2) of the Bankruptcy Code.

9. “Agents” means, collectively, the 2012 Credit Agreement Agent, the Term Loan Agent, the DIP Facility Agent, and the First Lien Exit Agent.

10. “Allowed” means with respect to any Claim, except as otherwise provided herein: (a) a Claim that either is not a Disputed Claim or has been allowed by a Final Order; (b) a Claim that is allowed (i) pursuant to the terms of the Plan, (ii) in any stipulation that is approved by the Bankruptcy Court, or (iii) pursuant to any contract, instrument, indenture, or other agreement entered into or assumed in connection herewith; (c) a Claim relating to a rejected Executory Contract or Unexpired Lease that either (i) is not a Disputed Claim or (ii) has been allowed by a Final Order; or (d) a Claim as to which a Proof of Claim has been timely Filed and as to which no objection has been Filed by the Claims Objection Deadline.

11. “Ballot” means the form or forms distributed to certain Holders of Claims by which such parties may indicate acceptance or rejection of the Plan.

12. “Bankruptcy Code” means title 11 of the United States Code, 11 U.S.C. §§101-1532.

13. “Bankruptcy Court” means the United States Bankruptcy Court for the District of New Jersey having jurisdiction over the Chapter 11 Cases or any other court having jurisdiction over the Chapter 11 Cases, including, to the extent of the withdrawal of the reference under 28 U.S.C. § 157, the United States District Court for the District of New Jersey.

14. “Bankruptcy Rules” means the Federal Rules of Bankruptcy Procedure promulgated under section 2075 of the Judicial Code and the general, local, and chambers rules of the Bankruptcy Court.

15. “Business Day” means any day, other than a Saturday, Sunday, or “legal holiday” (as defined in Bankruptcy Rule 9006(a)(6)).

17. “Causes of Action” means any action, claim, cause of action, controversy, demand, right, action, Lien, indemnity, guaranty, suit, obligation, liability, damage, judgment, account, defense, offset, power, privilege, license, and franchise of any kind or character whatsoever, known, unknown, contingent or non-contingent, matured, or unmatured, suspected or unsuspected, liquidated or unliquidated, disputed or undisputed, secured or unsecured, assertable directly or derivatively, whether arising before, on, or after the Petition Date, in contract or in tort, in law or in equity, or pursuant to any other theory of law. Causes of Action also include: (a) any right of setoff, counterclaim, or recoupment and any claim for breaches of duties imposed by law or in equity; (b) the right to object to Claims or Interests; (c) any claim pursuant to sections 362 or chapter 5 of the Bankruptcy Code; (d) any claim or defense including fraud, mistake, duress, and usury and any other defenses set forth in section 558 of the Bankruptcy Code; and (e) any state law fraudulent transfer claim.

18. “Chapter 11 Cases” means (a) when used with reference to a particular Debtor, the case pending for that Debtor under chapter 11 of the Bankruptcy Code and (b) when used with reference to all Debtors, the procedurally consolidated chapter 11 cases pending for the Debtors in the Bankruptcy Court.

19. “Claim” means any claim, as such term is defined in section 101(5) of the Bankruptcy Code, against a Debtor.

20. “Claims Bar Date” means, for each General Unsecured Claim in excess of $2.5 million, the date that is 45 days after the Petition Date.

21. “Claims Objection Deadline” means, for each General Unsecured Claim in excess of $2.5 million, (a) 75 days after the Effective Date or (b) such other period of limitation as may be specifically fixed by an order of the Bankruptcy Court for objecting to certain Claims.

22. “Claims Register” means the official register of General Unsecured Claims in excess of $2.5 million maintained by Epiq Bankruptcy Solutions, LLC, retained as the Debtors’ notice, claims, and solicitation agent.

23. “Class” means a class of Claims or Interests as set forth in Article III pursuant to section 1122(a) of the Bankruptcy Code.

24. “Confirmation” means the entry of the Confirmation Order on the docket of the Chapter 11 Cases, subject to all conditions specified in Article IX.A having been satisfied or waived pursuant to Article IX.C.

25. “Confirmation Date” means the date upon which the Bankruptcy Court enters the Confirmation Order on the docket of the Chapter 11 Cases, within the meaning of Bankruptcy Rules 5003 and 9021.

26. “Confirmation Hearing” means the confirmation hearing held by the Bankruptcy Court pursuant to section 1129 of the Bankruptcy Code, as such hearing may be continued from time to time.

27. “Confirmation Order” means the order of the Bankruptcy Court confirming the Plan pursuant to section 1129 of the Bankruptcy Code in form and substance reasonably acceptable to the Requisite Consenting Lenders, the Term Loan Agent and, solely to the extent adversely affecting their economic interests, the Requisite Consenting 2012 Facility Lenders.

28. “Consenting Debtholders” means the Holders of Claims that are party to the Restructuring Support Agreement.

30. “Contingent Payment Rights” means the treatment for Holders of Second Lien Note Claims as described in Article IV.D herein, and in the Contingent Payment Rights Term Sheet.

31. “Contingent Payment Rights Term Sheet” means the term sheet attached as Exhibit I to the Disclosure Statement that sets forth the material terms of the Contingent Payment Rights.

32. “Committee” means any official committee (and all subcommittees thereof) appointed in the Chapter 11 Cases pursuant to section 1102 of the Bankruptcy Code.

33. “Cure Claim” means a Claim based upon a Debtor’s default under an Executory Contract or Unexpired Lease at the time such contract or lease is assumed by the Debtor pursuant to section 365 of the Bankruptcy Code.

34. “Cure Notice” means a notice of a proposed amount to be paid on account of a Cure Claim in connection with an Executory Contract or Unexpired Lease to be assumed under the Plan pursuant to section 365 of the Bankruptcy Code, which notice shall include (a) procedures for objecting to proposed assumptions of Executory Contracts and Unexpired Leases, (b) Cure Claims to be paid in connection therewith, and (c) procedures for resolution by the Bankruptcy Court of any related disputes.

35. “D&O Liability Insurance Policies” means all insurance policies for directors’, managers’, and officers’ liability maintained by the Debtors as of the Petition Date.

36. “Debtor” means one of the Debtors, in its individual capacity as a debtor and debtor in possession in the Chapter 11 Cases.

37. “Debtors” means, collectively: (a) Revel AC, Inc.; (b) Revel AC, LLC; (c) Revel Atlantic City, LLC; (d) Revel Entertainment Group, LLC; and (d) NB Acquisition LLC.

38. “DIP Facility” means the revolving and term loan facilities provided under the DIP Credit Agreement and related documents.

39. “DIP Facility Agent” means JPMorgan Chase Bank, N.A., in its capacity as the administrative agent, collateral agent, disbursement agent, and issuing bank for the DIP Facility under the DIP Facility Credit Agreement, together with its successor and assigns in such capacity.

40. “DIP Facility Claim” means any Claim derived from, based upon, relating to, or arising from the DIP Facility under the DIP Facility Credit Agreement and related documents, including any Claims on account of issued and undrawn letters of credit.

41. “DIP Facility Credit Agreement” means the agreement governing the senior secured super-priority priming debtor in possession credit facility, dated as of [—] among the Debtors, the DIP Facility Lenders and JPMorgan Chase Bank, N.A., in its capacities as administrative agent, collateral agent, and issuing bank (as amended, restated, supplemented, or otherwise modified from time to time).

42. “DIP Facility Lender” means the institutions party from time to time as “Lenders” for the DIP Facility under the DIP Facility Credit Agreement.

43. “DIP Order” means the final order of the Bankruptcy Court in form and substance reasonably acceptable to the DIP Facility Lenders and the DIP Facility Agent, authorizing, inter alia, the Debtors to enter into the DIP Facility Credit Agreement and incur postpetition obligations thereunder.

44. “Disbursing Agent” means the Reorganized Debtors or the Entity or Entities selected by the Debtors or Reorganized Debtors and identified in the Plan Supplement, as applicable, to make or facilitate distributions contemplated under the Plan.

45. “Disclosure Statement” means the Disclosure Statement for the Joint Plan of Reorganization of Revel AC, Inc. and its Debtor Affiliates Pursuant to Chapter 11 of the Bankruptcy Code, dated March 13, 2013, as amended, supplemented or modified from time to time, in form and substance reasonably acceptable to the Requisite Consenting Lenders, the Term Loan Agent and, solely to the extent adversely affecting their economic interests, the Requisite Consenting 2012 Facility Lenders, including all exhibits and schedules thereto and references therein that relate to the Plan, and that is prepared and distributed in accordance with the Bankruptcy Code, the Bankruptcy Rules and any other applicable law.

46. “Disputed” means, with respect to any Claim or Interest, any Claim or Interest that is (a) disputed under the Plan, or subject to a timely objection and/or request for estimation in accordance with section 502(c) of the Bankruptcy Code and Bankruptcy Rule 3018, which objection and/or request for estimation has not been withdrawn or determined by a Final Order, (b) improperly asserted, by the untimely or otherwise improper filing of a Proof of Claim as required by order of the Bankruptcy Court, or (c) that is disallowed pursuant to section 502(d) of the Bankruptcy Code. A Claim or Administrative Claim that is Disputed as to its amount shall not be Allowed in any amount for purposes of distribution until it is no longer a Disputed Claim.

47. “Distribution Date” means, with respect to a Claim that is Allowed as of the Effective Date, the date that is as soon as practicable after the Effective Date, but no later than 30 days after the Effective Date.

48. “Distribution Record Date” means the date that the Confirmation Order is entered by the Bankruptcy Court; provided, however, that such Distribution Record Date shall not apply to any publicly held securities.

49. “Effective Date” means the date selected by the Debtors that is a Business Day after the Confirmation Date on which (a) the conditions to the occurrence of the Effective Date have been met or waived pursuant to Article IX.B and Article IX.C and (b) no stay of the Confirmation Order is in effect.

50. “Employee” means an individual that is an employee, manager or officer of any of the Debtors employed by the Debtors on a salary or hourly basis, who serves in such capacity.

51. “Entity” means an entity as such term is defined in section 101(15) of the Bankruptcy Code.

52. “Estate” means, as to each Debtor, the estate created for the Debtor in its Chapter 11 Case pursuant to section 541 of the Bankruptcy Code.

53. “Exculpated Claim” means any Claim related to any act or omission derived from, based upon, related to, or arising from the Debtors’ in- or out-of-court restructuring efforts, the Chapter 11 Cases, formulation, preparation, dissemination, negotiation, or filing of the Disclosure Statement, the Plan (including any term sheets related thereto) or any contract, instrument, release or other agreement or document created or entered into in connection with the Disclosure Statement, the Plan, the filing of the Chapter 11 Cases, the pursuit of Consummation, and the administration and implementation of the Plan, including (a) the Restructuring Support Agreement, (b) the issuance of the New Equity Interests, and (c) the distribution of property under the Plan or any other agreement.

54. “Exculpated Party” means each of: (a) the Debtors; (b) the Reorganized Debtors; (c) the 2012 Credit Agreement Agent; (d) the Term Loan Agent; (e) the DIP Facility Agent; (f) the DIP Lenders; (g) the Exit Facility Agents; (h) the Exit Lenders; (i) the Consenting Debtholders; (j) the Steering Committee; (k) J.P. Morgan Securities LLC, in its capacity as sole lead arranger and sole bookrunner under the 2012 Credit Agreement, lead arranger, syndication agent, and joint bookrunning manager under the Term Loan Credit Agreement, and sole lead arranger and sole bookrunner under the DIP Facility Credit Agreement and First Lien Exit Facility; and (l) with respect to each of the foregoing entities in clauses (a) through (k), such Entities’ predecessors, successors and assigns, subsidiaries, Affiliates, managed accounts or funds, current and former officers, directors, principals, members, partners, shareholders employees, agents, financial advisors, attorneys, accountants, investment bankers, consultants, representatives, management companies, fund advisors, advisory board members, and other professionals, and such Persons’ respective heirs, executors, estates, servants, and nominees.

55. “Executive Transition Agreement” means the agreement, attached as Exhibit J to the Disclosure Statement and as described in Article IV.K of this Plan, governing the transition of the Debtors’ Executives (as defined herein).

56. “Executory Contract” means a contract to which one or more of the Debtors is a party and that is subject to assumption or rejection under section 365 of the Bankruptcy Code.

57. “Exit Facilities” means, collectively, the First Lien Exit Facility and the Second Lien Exit Facility.

58. “Exit Credit Agreements” means, collectively, the First Lien Exit Credit Agreement and the Second Lien Exit Credit Agreement.

59. “Exit Facility Agents” means, collectively, the First Lien Exit Agent and the Second Lien Exit Agent.

60. “Exit Facilities Term Sheet” means a term sheet, which is an exhibit to the Restructuring Support Agreement and Disclosure Statement, between the Reorganized Debtors as borrowers, the First Lien Exit Agent, and the Exit Lenders, setting forth the material terms of the Exit Facilities.

61. “Exit Lenders” means those “Lenders” under (and as defined in) each of the Exit Credit Agreements.

62. “Federal Judgment Rate” means the federal judgment rate in effect as of the Petition Date.

64. “File,” “Filed,” or “Filing” means file, filed, or filing with the Bankruptcy Court or its authorized designee in the Chapter 11 Cases.

65. “Final Order” means, as applicable, an order or judgment of the Bankruptcy Court or other court of competent jurisdiction with respect to the relevant subject matter, which has not been reversed, stayed, modified, or amended, and as to which the time to appeal or seek certiorari has expired and no appeal or petition for certiorari has been timely taken, or as to which any appeal that has been taken or any petition for certiorari that has been or may be filed has been resolved by the highest court to which the order or judgment could be appealed or from which certiorari could be sought or the new trial, reargument, or rehearing shall have been denied, resulted in no modification of such order, or has otherwise been dismissed with prejudice.

66. “First Lien Exit Agent” means JPMorgan Chase Bank, N.A. or such other financial institution in its capacity as administrative agent, collateral agent, and issuing bank under the First Lien Exit Credit Agreement.

67. “First Lien Exit Credit Agreement” means that certain agreement governing the First Lien Exit Facility, dated on or about the Effective Date by and among the Reorganized Debtors, the lenders party thereto, and the First Lien Exit Agent, in its capacities as administrative agent, collateral agent, and issuing bank (as amended, restated, supplemented, or otherwise modified from time to time).

68. “First Lien Exit Facility” means that exit credit facility secured by a first-priority liens on and security interests in the Reorganized Debtors’ assets, which facility shall be consistent in all material respects with the Exit Facilities Term Sheet and in form and substance reasonably acceptable to the Requisite Consenting Lenders, the Term Loan Agent and, solely to the extent affecting their economic interests, the Requisite Consenting 2012 Facility Lenders to be executed and delivered by the parties thereto on or about, and as a condition to the Effective Date.

69. “General Unsecured Claim” means any Unsecured Claim that is not (a) an Administrative Claim, (b) a Priority Tax Claim, (c) an Priority Non-Tax Claim, (d) a Second Lien Note Claim, (e) a section 510(b) Claim, (f) a Fee Claim, or (g) an Intercompany Claim.

70. “Governmental Unit” means a governmental unit as defined in section 101(27) of the Bankruptcy Code.

71. “Guarantors” means Revel AC, LLC, Revel Atlantic City, LLC, Revel Entertainment Group, LLC, and NB Acquisition LLC, each in its capacity as guarantor under the 2012 Credit Agreement, Term Loan Credit Agreement, and Indenture.

73. “Impaired” means, with respect to a Class of Claims or Interests, a Class of Claims or Interests that is impaired within the meaning of section 1124 of the Bankruptcy Code.

74. “Indenture” means that certain indenture, dated as of February 17, 2011 (as amended, supplemented, or modified from time to time), for an initial issuance of $304,400,000 of Second Lien Notes at 12% interest, by and among Revel AC, the Guarantors, and the Second Lien Notes Indenture Trustee.

75. “Intercompany Claim” means any Claim held by a Debtor against another Debtor.

76. “Intercompany Interest” means an Interest in a Debtor held by another Debtor.

77. “Intercreditor Agreement” means that certain intercreditor agreement dated as of February 17, 2011 (as amended, supplemented, or modified from time to time), between the Term Loan Agent and the Second Lien Notes Indenture Trustee).

78. “Interests” means any equity security in a Debtor as defined in section 101(16) of the Bankruptcy Code, including all issued, unissued, authorized, or outstanding shares of capital stock of the Debtors together with any warrants, options, or contractual rights to purchase or acquire such equity securities at any time and all rights arising with respect thereto.

79. “Internal Revenue Code” means the Internal Revenue Code of 1986, as amended from time to time.

80. “Judicial Code” means title 28 of the United States Code, 28 U.S.C. §§ 1-4001.

81. “Lender Voting Deadline” means 4:00 p.m. (prevailing Eastern Time) on March 20, 2013.

82. “Lien” means a lien as defined in section 101(37) of the Bankruptcy Code.

83. “Management Incentive Program” means that certain post-Effective Date equity incentive program, on the terms and conditions that shall be decided upon by the New Revel Board, which shall provide for grants of options and/or restricted units, and/or equity reserved for management, directors, and employees in an amount of the New Equity Interests to be issued by the Reorganized Debtors sufficient to properly incentivize the senior management to each of the Reorganized Debtholders.

84. “New Boards” mean, collectively, the New Revel Board and the New Subsidiary Boards.

85. “New By-Laws” means the form of the by-laws of each of Reorganized Revel and the Reorganized Debtors, which forms shall be included in the Plan Supplement.

86. “New Certificates of Incorporation” means the form of the certificates of incorporation of Reorganized Revel and the Reorganized Debtors, which forms shall be included in the Plan Supplement.

87. “New Equity Interests” means a certain number of common shares in the capital of Reorganized Revel authorized pursuant to the Plan, of which up to approximately 7.5 million shares shall be initially issued and outstanding as of the Effective Date.

88. “New Employment Agreements” means the employment agreements, if any, between Reorganized Revel and members of the Debtors’ management team with any such agreements to be included in the Plan Supplement.

89. “New Revel Board” means the initial board of directors of Reorganized Revel.

90. “New Stockholders Agreement” means the stockholders agreement for Reorganized Revel, substantially in the form included in the Plan Supplement, consistent in all material respects with the New Stockholders Agreement Term Sheet and in form and substance reasonably acceptable to the Steering Committee.

91. “New Stockholders Agreement Term Sheet” means a term sheet, which is an exhibit to the Disclosure Statement, setting forth the material terms of the New Stockholders Agreement.

92. “New Subsidiary Boards” means, with respect to each of the Reorganized Debtors other than Reorganized Revel, the initial board of directors or member, as the case may be, of each such Reorganized Debtor.

93. “Noteholder Voting Deadline” means 4:00 p.m. (prevailing Eastern Time) on April 10, 2013.

94. “Other Secured Claim” means any Secured Claim that is not (a) a 2012 Credit Agreement Claim, (b) a DIP Facility Claim, (c) a Term Loan Credit Agreement Claim, or (d) a Second Lien Note Claim.

95. “Person” means a person as such term as defined in section 101(41) of the Bankruptcy Code.

96. “Petition Date” means the date on which each of the Debtors commenced the Chapter 11 Cases.

97. “Plan” means this Joint Plan of Reorganization of Revel AC, Inc. and its Debtor Affiliates Pursuant to Chapter 11 of the Bankruptcy Code, including the Plan Supplement (as modified, amended, or supplemented from time to time), which is incorporated herein by reference.

98. “Plan Securities” means (a) the New Equity Interests and (b) the Contingent Payment Rights, each of which shall be distributed by the Reorganized Debtors pursuant to the terms of the Plan.

99. “Plan Supplement” means the compilation of documents and forms of documents, schedules, and exhibits to the Plan to be Filed by the Debtors no later than five days before the Confirmation Hearing on notice to parties in interest, and additional documents Filed before the Effective Date as supplements or amendments to the Plan Supplement, all such documents being in form and substance reasonably acceptable to the Requisite Consenting Lenders, the Term Loan Agent and, solely to the extent adversely affecting their economic interests, the Requisite Consenting 2012 Facility Lenders, including the following: (a) the New By-Laws; (b) the New Certificates of Incorporation; (c) the Rejected Executory Contract and Unexpired Lease List (d) a list of retained Causes of Action, if any; (e) subject to the terms of Article IV.M, the Management Incentive Program; (f) the identification of any Disbursing Agent other than the Reorganized Debtors; (g) the First Lien Exit Credit Agreement; (h) the Second Lien Exit Credit Agreement; (i) the New Employment Agreements, if any; and (j) the New Stockholders Agreement. Any reference to the Plan Supplement in this Plan shall include each of the documents identified above as (a) through (j). The Debtors shall have the right to amend the documents contained in, and exhibits to, the Plan Supplement through the Effective Date in accordance with Article IX.B hereof and the terms set forth herein relating to necessary consent.

100. “Priority Non-Tax Claims” means any Claim, other than an Administrative Claim or a Priority Tax Claim, entitled to priority in right of payment under section 507(a) of the Bankruptcy Code.

101. “Priority Tax Claim” means any Claim of the kind specified in section 507(a)(8) of the Bankruptcy Code.

102. “Professional” means an Entity: (a) employed pursuant to a Bankruptcy Court order in accordance with sections 327, 363, or 1103 of the Bankruptcy Code and to be compensated for services rendered before or on the Confirmation Date, pursuant to sections 327, 328, 329, 330, 331, and 363 of the Bankruptcy Code or (b) awarded compensation and reimbursement by the Bankruptcy Court pursuant to section 503(b)(4) of the Bankruptcy Code, but excluding the advisors and professionals for the 2012 Credit Agreement Agent, the Term Loan Agent, the DIP Facility Agent, the Exit Facility Agents, and the Steering Committee.

103. “Proof of Claim” means a written proof of Claim Filed against any of the Debtors in the Chapter 11 Cases.

104. “Pro Rata” means the proportion that an Allowed Claim in a particular Class bears to the aggregate amount of all Allowed Claims in that Class.

105. “Reinstated” means, with respect to Claims and Interests, the treatment provided for in section 1124 of the Bankruptcy Code.

106. “Rejected Executory Contract and Unexpired Lease List” means the list (as may be amended), as determined by the Debtors or the Reorganized Debtors and in form and substance reasonably acceptable to the Requisite Consenting Lenders and the Term Loan Agent, of Executory Contracts and Unexpired Leases (including any amendments or modifications thereto) that will be rejected by the Reorganized Debtors pursuant to the provisions of Article V.A and which shall be included in the Plan Supplement.

107. “Rejection Claim” means a Claim arising from the rejection of an Executory Contract or Unexpired Lease pursuant to section 365 of the Bankruptcy Code.

108. “Released Party” means each of: (a) the 2012 Credit Agreement Agent; (b) the Term Loan Agent; (c) the DIP Facility Agent; (d) the DIP Lenders; (e) the Exit Facility Agents; (f) the Exit Lenders; (g) the Consenting Debtholders; (h) The Steering Committee; (i) J.P. Morgan Securities LLC, in its capacities as sole lead arranger and sole bookrunner under the 2012 Credit Agreement, lead arranger, syndication agent, and joint bookrunning manager under the Term Loan Credit Agreement, and sole lead arranger and sole bookrunner under the DIP Facility Credit Agreement and First Lien Exit Facility; and (j) with respect to each of the foregoing entities in clauses (a) through (i), such Entities’ predecessors, successors and assigns, subsidiaries, Affiliates, managed accounts or funds, current and former officers, directors, principals, members, partners, shareholders employees, agents, financial advisors, attorneys, accountants, investment bankers, consultants, representatives, management companies, fund advisors, advisory board members and other professionals, and such Persons’ respective heirs, executors, estates, servants, and nominees.

109. “Reorganized Revel” means Revel AC, or any successor thereto, by merger, consolidation, or otherwise, on or after the Effective Date, it being understood that, as of the Effective Date, Reorganized Revel shall be a corporation organized under the laws of the state of Delaware.

110. “Reorganized Debtors” means the Debtors, or any successor thereto, by merger, consolidation or otherwise, on or after the Effective Date.

111. “Requisite Consenting 2012 Facility Lenders” has the meaning assigned to such term in the Restructuring Support Agreement.

112. “Requisite Consenting Lenders” has the meaning assigned to such term in the Restructuring Support Agreement.

113. “Requisite Consenting Noteholders” has the meaning assigned to such term in the Restructuring Support Agreement.

114. “Restructuring Support Agreement” means the agreement, effective as of February 19, 2013, among the Debtors and Consenting Debtholders, to support, and (as applicable) vote in favor of, this Plan, as amended by that certain First Amendment to Restructuring Support Agreement, dated as of March 8, 2013, and as amended by that certain Second Amendment to Restructuring Support Agreement, dated as of March 13, 2013.

115. “Second Lien Exit Agent” means the administrative agent, collateral agent, and any other applicable capacities under the Second Lien Exit Credit Agreement, which shall be selected and identified on or before the Plan Supplement Filing Date (as defined in the Disclosure Statement), which selection shall be subject to the reasonable consent of the Steering Committee.

116. “Second Lien Exit Credit Agreement” means that certain agreement governing the Second Lien Exit Facility, dated on or about the Effective Date by and among the Reorganized Debtors, the lenders party thereto, and the Second Lien Exit Agent (as amended, restated, supplemented or otherwise modified from time to time).

117. “Second Lien Exit Facility” means that exit credit facility secured by second-priority liens on and security interests in the Reorganized Debtors’ assets, which facility shall be consistent in all material respects with the Exit Facilities Term Sheet and in form and substance reasonably acceptable to the Requisite Consenting Lenders, the Term Loan Agent and, solely to the extent affecting their economic interests, the Requisite Consenting 2012 Facility Lenders to be executed and delivered by the parties thereto on or about, and as a condition to the Effective Date.

118. “Second Lien Note Claim” means any Claim derived from, based upon, relating to, or arising from the Indenture.

119. “Second Lien Note Claim Contingent Payment Rights Agreement” means an agreement governing the issuance and distribution of the Contingent Payment Rights pursuant to the terms of the Contingent Payment Rights Term Sheet.

120. “Second Lien Notes” means those certain 12% Second Lien Notes due 2018 issued pursuant to the Indenture.

121. “Second Lien Notes Indenture Trustee” means U.S. Bank National Association, in its capacity as trustee under the Indenture.

122. “Secured” means when referring to a Claim: (a) secured by a Lien on property in which the Estate has an interest, which Lien is valid, perfected, and enforceable pursuant to applicable law or by reason of a Bankruptcy Court order, or that is subject to setoff pursuant to section 553 of the Bankruptcy Code, to the extent of the value of the creditor’s interest in the Estate’s interest in such property or to the extent of the amount subject to setoff, as applicable, as determined pursuant to section 506(a) of the Bankruptcy Code or (b) Allowed as such pursuant to the Plan.

123. “Securities Act” means the Securities Act of 1933, 15 U.S.C. 77a-77aa, together with the rules and regulations promulgated thereunder.

124. “Security” means a security as defined in section 2(a)(1) of the Securities Act.

125. “Steering Committee” means the steering committee of Term Loan Lenders formed by the Term Loan Agent, and any successors or assigns thereof.

126. “Term Loan Agent” means JPMorgan Chase Bank, N.A., in its capacities as administrative agent, collateral agent and disbursement agent under the Term Loan Credit Agreement and any other capacities thereunder or related thereto, including any capacity held by any of its Affiliates.

127. “Term Loan Credit Agreement” means that certain credit agreement, dated as of February 17, 2011 (as amended, supplemented, or modified from time to time), by and among Revel AC, as borrower, the Guarantors, the Term Loan Lenders, J.P. Morgan Securities LLC, as lead arranger and syndication agent, Morgan Stanley & Co. Incorporated, as joint bookrunning managers, and JPMorgan Chase Bank, N.A., in its capacities as administrative agent and collateral agent.

128. “Term Loan Credit Agreement Claims” means any Claim derived from, based upon, relating to, or arising from the Term Loan Credit Agreement.

129. “Term Loan Lenders” means the lenders party to the Term Loan Credit Agreement.

130. “Treasury Regulations” means regulations (including temporary and proposed) promulgated under the Internal Revenue Code.

131. “Unexpired Lease” means a lease to which one or more of the Debtors is a party that is subject to assumption or rejection under section 365 of the Bankruptcy Code.

132. “Unsecured Claim” means any Claim that is neither Secured nor entitled to priority under the Bankruptcy Code or an order of the Bankruptcy Court, including any Claim arising from the rejection of an Executory Contract or Unexpired Lease under section 365 of the Bankruptcy Code.

133. “Unsecured Claims Cap” means a $45 million baseline amount for ordinary course payables that excludes construction claims and related cash in escrow as agreed to between the Debtors and the Steering Committee prior to the Petition Date, and claims that may be covered by insurance.

134. “U.S. Trustee” means the United States Trustee for the District of New Jersey.

135. “Warrant Agreement” means that certain warrant agreement, dated as of February 17, 2011 (as amended, supplemented, or modified from time to time), by and between Revel AC and U.S. Bank National Association.

136. “Warrant Claims” means any Claim derived from, based upon, relating to, or arising from the Warrant Agreement.

For purposes of this Plan: (1) in the appropriate context, each term, whether stated in the singular or the plural, shall include both the singular and the plural, and pronouns stated in the masculine, feminine, or neuter gender shall include the masculine, feminine, and the neuter gender; (2) any reference herein to a contract, lease, instrument, release, indenture, or other agreement or document being in a particular form or on particular terms and conditions means that the referenced document shall be substantially in that form or substantially on those terms and conditions; (3) any reference herein to an existing document, schedule, or exhibit, whether or not Filed, having been Filed or to be Filed shall mean that document, schedule or exhibit, as it may thereafter be amended, modified, or supplemented; (4) any reference to an Entity as a Holder of a Claim or Interest includes that Entity’s successors and assigns; (5) unless otherwise specified, all references herein to “Articles” are references to Articles hereof or hereto; (6) unless otherwise specified, all references herein to exhibits are references to exhibits in the Plan Supplement; (7) unless otherwise specified, the words “herein,” “hereof,” and “hereto” refer to the Plan in its entirety rather than to a particular portion of the Plan; (8) subject to the provisions of any contract, certificate of incorporation, bylaw, instrument, release or other agreement or document entered into in connection with the Plan, the rights and obligations arising pursuant to the Plan shall be governed by, and construed and enforced in accordance with the applicable federal law, including the Bankruptcy Code and the Bankruptcy Rules; (9) captions and headings to Articles are inserted for convenience of reference only and are not intended to be a part of or to affect the interpretation of the Plan; (10) unless otherwise specified herein, the rules of construction set forth in section 102 of the Bankruptcy Code shall apply; (11) all references to docket numbers of documents Filed in the Chapter 11 Cases are references to the docket numbers under the Bankruptcy Court’s CM/ECF system; (12) all references to statutes, regulations, orders, rules of courts, and the like shall mean as amended from time to time, and as applicable to the Chapter 11 Cases, unless otherwise stated; and (13) any immaterial effectuating provisions may be interpreted by the Reorganized Debtors in such a manner that is consistent with the overall purpose and intent of the Plan all without further Bankruptcy Court order.

Unless otherwise specifically stated herein, the provisions of Bankruptcy Rule 9006(a) shall apply in computing any period of time prescribed or allowed herein.

Unless a rule of law or procedure is supplied by federal law (including the Bankruptcy Code and Bankruptcy Rules) or unless otherwise specifically stated, the laws of the State of New York, without giving effect to the principles of conflict of laws, shall govern the rights, obligations, construction, and implementation of the Plan, any agreements, documents, instruments, or contracts executed or entered into in connection with the Plan (except as otherwise set forth in those agreements, in which case the governing law of such agreement shall control);

provided, however, that corporate governance matters relating to the Debtors or the Reorganized Debtors, as applicable, not incorporated in New York shall be governed by the laws of the state or province of incorporation of the applicable Debtor or Reorganized Debtor, as applicable; provided, further, however, that nothing in this Article I.D shall be construed to limit the applicability of relevant state gaming regulations with respect to the Debtors’ gaming businesses.

All references in the Plan to monetary figures shall refer to currency of the United States of America, unless otherwise expressly provided.

Except as otherwise specifically provided in the Plan to the contrary, references in the Plan to the Debtors or the Reorganized Debtors shall mean the Debtors and the Reorganized Debtors, as applicable, to the extent the context requires.

Except with respect to Administrative Claims that are Fee Claims and except to the extent that a Holder of an Allowed Administrative Claim and the applicable Debtor(s) agree to less favorable treatment with respect to such Holder, each Holder of an Allowed Administrative Claim shall be paid in full in Cash on the later of: (a) on or as soon as reasonably practicable after the Effective Date if such Administrative Claim is Allowed as of the Effective Date; (b) on or as soon as reasonably practicable after the date such Administrative Claim is Allowed; and (c) the date such Allowed Administrative Claim becomes due and payable, or as soon thereafter as is practicable; provided, however, that Allowed Administrative Claims that arise in the ordinary course of the Debtors’ business shall be paid in the ordinary course of business in accordance with the terms and subject to the conditions of any agreements governing, instruments evidencing, or other documents relating to such transactions. Notwithstanding the foregoing, no request for payment of an Administrative Claim need be Filed with respect to an Administrative Claim previously Allowed by Final Order. For purposes of this Plan, all Administrative Claims arising or granted under the DIP Order shall be deemed Allowed by Final Order.

On or before the Effective Date, (a) Holders of DIP Facility Claims shall receive payment in full in Cash of all DIP Facility Claims or shall have such DIP Facility Claims refinanced or converted in accordance with the terms of the DIP Facility Credit Agreement and the Exit Credit Agreements except to the extent that any Holder of DIP Facility Claims agrees to a different treatment, and (b) the fees, expenses, costs and other charges of the DIP Facility Agent and its advisors and professionals shall receive payment in full in Cash on account of such Claims. Notwithstanding anything to the contrary contained herein, the liens and security interests securing the DIP Facility Claims shall continue in full force and effect until the DIP Facility Claims have been paid in full in Cash on the Effective Date or refinanced by (or converted into) the Exit Facilities, unless any Holder of DIP Facility Claims agrees to a different treatment; provided that, notwithstanding anything to the contrary herein, the DIP Facility Claims and the fees, expenses, costs and other charges of the DIP Facility Agent and its advisors and professionals shall not be waived, discharged, or released unless and until such claims are paid in full in Cash on the Effective Date, or, solely with respect to the DIP Facility Claims, unless and until the DIP Facility Claims are refinanced or

converted in accordance with the terms of the DIP Facility Credit Agreement and the Exit Credit Agreements; and provided, further, that, unless otherwise agreed, any letters of credit issued under the DIP Facility or issued under the 2012 Credit Agreement and deemed to be issued under the DIP Facility shall be deemed to be issued under the First Lien Exit Facility or cash collateralized at 103% of any letter of credit exposure. Any and all indemnification obligations that are provided in connection with the DIP Facility Credit Agreement shall continue and be in effect with the same force and to the same extent as if made in connection with the execution and entry into the Exit Credit Agreements.

Professionals asserting a Fee Claim for services rendered before the Confirmation Date must File and serve on the Debtors and such other Entities who are designated by the Bankruptcy Rules, the Confirmation Order, or any other applicable order of the Bankruptcy Court, an application for final allowance of such Fee Claim no later than 20 days after the Effective Date. Objections to any Fee Claim must be Filed and served on the Reorganized Debtors and the requesting party no later than 40 days after the Effective Date. To the extent necessary, the Plan and the Confirmation Order shall amend and supersede any previously entered order regarding the payment of Fee Claims. For the avoidance of doubt, this Article II.A.2 of the Plan shall not apply to any fees and expenses (including attorney’s fees and fees for other retained professionals, advisors and consultants) of the 2012 Credit Agreement Agent, the Term Loan Agent, the DIP Facility Agent, the Exit Facility Agents, and the Steering Committee incurred in connection with the Chapter 11 Cases, the negotiation and formulation of the Plan, DIP Facility and Exit Facilities and related documents, and all transactions set forth herein or necessary to implement and consummate the Plan (whether incurred before or after the Petition Date).

Except as otherwise provided in this Article II.A, requests for payment of Administrative Claims must be Filed and served on the Reorganized Debtors pursuant to the procedures specified in the Confirmation Order and the notice of entry of the Confirmation Order no later than the Administrative Claims Bar Date. Holders of Administrative Claims that are required to, but do not, File and serve a request for payment of such Administrative Claims by such date shall be forever barred, estopped, and enjoined from asserting such Administrative Claims against the Debtors or their property and such Administrative Claims shall be deemed discharged as of the Effective Date. Objections to such requests, if any, must be Filed and served on the Reorganized Debtors and the requesting party no later than the Administrative Claims Objection Deadline.

and to the extent provided for by section 511 of the Bankruptcy Code; (2) Cash in an aggregate amount of such Allowed Priority Tax Claim payable in installment payments over a period of time not to exceed five years after the Petition Date, pursuant to section 1129(a)(9)(C) of the Bankruptcy Code, plus interest at the rate determined under applicable nonbankruptcy law and to the extent provided for by section 511 of the Bankruptcy Code; or (3) such other treatment as may be agreed upon by such holder and the Debtors or otherwise determined upon an order of the Bankruptcy Court.

Notwithstanding anything to the contrary contained herein, on the Effective Date, the Debtors shall pay, in full in Cash, any fees due and owing to the U.S. Trustee at the time of Confirmation. On and after the Effective Date, Reorganized Revel shall pay the applicable U.S. Trustee fees for each of the Reorganized Debtors until the entry of a final decree in each such Debtor’s Chapter 11 Case or until each such Chapter 11 Case is converted or dismissed.

Pursuant to section 1122 of the Bankruptcy Code, set forth below is a designation of Classes of Claims and Interests. All Claims and Interests, except for Administrative Claims, DIP Facility Claims, and Priority Tax Claims, are classified in the Classes set forth in this Article III. A Claim or Interest is classified in a particular Class only to the extent that the Claim or Interest qualifies within the description of that Class and is classified in other Classes to the extent that any portion of the Claim or Interest qualifies within the description of such other Classes. A Claim also is classified in a particular Class for the purpose of receiving distributions pursuant to the Plan only to the extent that such Claim is an Allowed Claim in that Class and has not been paid, released, or otherwise satisfied before the Effective Date.

The classification of Claims and Interests against each Debtor (as applicable) pursuant to the Plan is as set forth below. The Plan shall apply as a separate Plan for each of the Debtors, and the classification of Claims and Interests set forth herein shall apply separately to each of the Debtors. All of the potential Classes for the Debtors are set forth herein. Certain of the Debtors may not have Holders of Claims or Interests in a particular Class or Classes, and such Classes shall be treated as set forth in Article III.E hereof. For all purposes under the Plan, each Class will contain sub-Classes for each of the Debtors (i.e., there will be five (5) sub-Classes in each Class and many of such sub-Classes may be vacant).

To the extent a Class contains Allowed Claims or Allowed Interests with respect to a particular Debtor, the treatment provided to each Class for distribution purposes is specified below:

Except as otherwise provided in the Plan, nothing under the Plan shall affect the Debtors’ rights in respect of any Claims that are not Impaired, including all rights in respect of legal and equitable defenses to or setoffs or recoupments against any such Claims that are not Impaired.

Any Class of Claims or Interests that does not have a Holder of an Allowed Claim or Allowed Interest or a Claim or Interest temporarily Allowed by the Bankruptcy Court as of the date of the Confirmation Hearing shall be deemed eliminated from the Plan for purposes of voting to accept or reject the Plan and for purposes of determining acceptance or rejection of the Plan by such Class pursuant to section 1129(a)(8) of the Bankruptcy Code.

Classes 1, 2, and 3 are Impaired under the Plan and are entitled to vote to accept or reject the Plan.

Classes 4, 5, 6, and 7 are not Impaired under the Plan, and the Holders in such Classes are deemed to have accepted the Plan and are not entitled to vote to accept or reject the Plan.

Classes 8 and 9 are Impaired and shall receive no distribution under the Plan. The Holders in such Classes are deemed to have rejected the Plan and are not entitled to vote to accept or reject the Plan.

Section 1129(a)(10) of the Bankruptcy Code shall be satisfied for purposes of Confirmation by acceptance of the Plan by an Impaired Class of Claims. The Debtors shall seek Confirmation pursuant to section 1129(b) of the Bankruptcy Code with respect to any rejecting Class of Claims or Interests.

Except as expressly provided herein, the allowance, classification and treatment of all Allowed Claims and Interests and the respective distributions and treatments under the Plan take into account and conform to the relative

priority and rights of the Claims and Interests in each Class in connection with any contractual, legal and equitable subordination rights relating thereto, whether arising under general principles of equitable subordination, section 510(b) of the Bankruptcy Code, or otherwise. Pursuant to section 510 of the Bankruptcy Code, the Reorganized Debtors reserve the right to re-classify any Allowed Claim or Interest in accordance with any contractual, legal or equitable subordination relating thereto.

All consideration necessary for the Reorganized Debtors to make payments or distributions pursuant hereto shall be obtained from the Second Lien Exit Facility or other Cash from the Debtors, including Cash from business operations. Further, the Debtors and the Reorganized Debtors will be entitled to transfer funds between and among themselves as they determine to be necessary or appropriate to enable the Reorganized Debtors to satisfy their obligations under the Plan. Except as set forth herein, any changes in intercompany account balances resulting from such transfers will be accounted for and settled in accordance with the Debtors’ historical intercompany account settlement practices and will not violate the terms of the Plan.

On the Effective Date, the Reorganized Debtors are authorized to execute and deliver those documents necessary or appropriate to satisfy the conditions to effectiveness of the Exit Facilities, the terms, conditions, and covenants of each of which shall be structured in a manner consistent with the Exit Facilities Term Sheet, without further notice to or order of the Bankruptcy Court, act or action under applicable law, regulation, order, or rule or vote, consent, authorization, or approval of any person.

The Second Lien Exit Facility shall provide sufficient new Cash to repay the DIP Facility in full (excluding any letters of credit being continued under the First Lien Exit Facility). The First Lien Exit Facility shall be a revolving credit facility that will provide sufficient available funds as of the Effective Date to provide the Reorganized Debtors with working capital necessary to run their businesses and to fund certain capital expenditures (each such use in accordance with the Exit Facilities Term Sheet). Any letters of credit issued under the DIP Facility or issued under the 2012 Credit Agreement and deemed to be issued under the DIP Facility shall be deemed to be issued under the First Lien Exit Facility or cash collateralized at 103% of any letter of credit exposure.

The issuance of the New Equity Interests by Reorganized Revel, including options, stock appreciation rights or other equity awards, if any, in connection with the Management Incentive Program, is authorized without the need for any further corporate action and without any further action by the Holders of Claims or Interests.

On the Effective Date, an initial number of approximately 7.5 million shares of New Equity Interests shall be issued and, as soon as reasonably practicable thereafter, distributed to Holders of Claims in Class 2, subject to dilution with respect to any shares issued pursuant to the Management Incentive Program.

Upon the Effective Date, Reorganized Revel shall be a private company governed by the New Stockholders Agreement. The New Stockholders Agreement shall be adopted on the Effective Date and shall be deemed to be valid, binding, and enforceable in accordance with its terms, and each holder of New Equity Interests shall be bound

thereby. The Holders of Claims in Class 2 shall be required to execute the New Stockholders Agreement before receiving their respective distributions of the New Equity Interests under the Plan.

The New Jersey Economic Stimulus Act of 2009 created and established the Economic Redevelopment and Growth (“ERG”) Grant program for the purpose of encouraging redevelopment projects in qualifying economic redevelopment and growth grant incentive areas through the provision of the State of New Jersey and municipal incentive grants derived from certain incremental tax revenues realized at the project site to reimburse developers for certain project financing gap costs. On February 11, 2011, Revel, Revel Entertainment Group, LLC, (“REG”) the New Jersey Economic Development Authority, and the Treasurer of the State of New Jersey entered into that certain State Economic Redevelopment and Growth Incentive Grant Agreement (as amended, supplemented, or modified from time to time, the “ERG Agreement”), entitling Revel and REG to receive approximately $261.4 million in ERG grant payments (“ERG Grant Payments”).

The Debtors issued an aggregate original principal amount of $304.4 million of the Second Lien Notes on February 17, 2011. Pursuant to the Indenture, the ERG Pledged Account is to hold 45 percent of the ERG Grant Payments in an aggregate amount not to exceed at any time the lesser of $70 million or the aggregate principal amount outstanding under the Second Lien Notes at such time (the “ERG Proceeds”). The ERG Agreement provides that the ERG Pledged Account shall be funded by the remittance of a sum equal to 45 percent of the annual ERG Grant Payments as and when such ERG Grant Payments are reimbursed to the Debtors under the ERG Agreement. The funding of the ERG Pledged Account as provided in the ERG Agreement shall continue until the ERG Pledged Account has a balance equal to the lesser of $70 million or the then outstanding aggregate principal amount of the Second Lien Notes. As of March 13, 2013, the ERG Pledged Account has a balance of zero dollars. The Reorganized Debtors intend to fund the ERG Pledged Account by the remittance of a sum equal to 45 percent of the annual ERG Grant Payments as and when such ERG Grant Payments are reimbursed to the Reorganized Debtors under the ERG Agreement up to a maximum of $70 million. The ERG Agreement shall not be modified by the Plan.

Based on the above, on the Effective Date, and in accordance with the Contingent Payment Rights Term Sheet, the Reorganized Debtors shall issue Contingent Payment Rights to Holders of Second Lien Note Claims on a Pro Rata basis. From the Effective Date to the earlier of (a) twenty years after the State of New Jersey reimburses the Debtors with the first ERG Grant Payment, except with respect to ERG Proceeds reimbursed pursuant to section III.5 of the ERG Agreement (such ERG Proceeds may be released upon the expiration of the applicable statute of limitations pursuant to section III.5 of the ERG Agreement), and (b) when the ERG Proceeds disbursed on account of the Contingent Payment Rights equal an aggregate amount of $70 million (the “Expiration Date”), each Holder of Contingent Payment Rights shall be entitled to receive its Pro Rata share of ERG Proceeds that are remitted to the ERG Pledged Account. Such Pro Rata payment to Holders of Contingent Payment Rights shall be made within thirty days after such ERG Proceeds are remitted to the

ERG Pledged Account. If no such distributions are required to be made prior to the Expiration Date, the Contingent Payment Rights will terminate and cease to exist and Holders thereof will receive no value on account of the Contingent Payment Rights. The Contingent Payment Right shall only have recourse to the ERG Proceeds remitted to the ERG Pledged Account up to an aggregate amount of $70 million and shall not have recourse to the Reorganized Debtors.

On the Effective Date, or as soon as reasonably practicable thereafter, the Reorganized Debtors may take all actions as may be necessary or appropriate to effect any transaction described in, approved by, contemplated by or necessary to effectuate the Plan, including: (1) the execution and delivery of appropriate agreements or other documents of merger, consolidation, restructuring, conversion, disposition, transfer, dissolution, or liquidation containing terms that are consistent with the terms of the Plan and that satisfy the applicable requirements of applicable law and any other terms to which the applicable Entities may agree; (2) the execution and delivery of appropriate instruments of transfer, assignment, assumption, or delegation of any asset, property, right, liability, debt or obligation on terms consistent with the terms of the Plan and having other terms for which the applicable parties agree; (3) the filing of appropriate certificates or articles of incorporation, reincorporation, merger, consolidation, conversion, or dissolution pursuant to applicable state law; and (4) all other actions that the applicable Entities determine to be necessary or appropriate, including making filings or recordings that may be required by applicable law.

property acquired by any of the Debtors pursuant to the Plan shall vest in each respective Reorganized Debtor, free and clear of all Liens, Claims, charges, or other encumbrances, except for Liens securing each of the Exit Facilities. On and after the Effective Date, except as otherwise provided in the Plan, each Reorganized Debtor may operate its business and may use, acquire, or dispose of property and compromise or settle any Claims, Interests, or Causes of Action without supervision or approval by the Bankruptcy Court and free of any restrictions of the Bankruptcy Code or Bankruptcy Rules.

Except as otherwise provided in the Plan or any agreement, instrument, or other document incorporated in the Plan or the Plan Supplement, on the Effective Date: (1) the obligations of the Debtors under the 2012 Credit Agreement, the DIP Facility Credit Agreement, the Term Loan Credit Agreement, the Second Lien Notes, and any other certificate, share, note, bond, indenture, purchase right, option, warrant, or other instrument or document, directly or indirectly, evidencing or creating any indebtedness or obligation of or ownership interest in the Debtors giving rise to any Claim or Interest (except such certificates, notes, or other instruments or documents evidencing indebtedness or obligations of the Debtors that are specifically Reinstated pursuant to the Plan) shall be cancelled solely as to the Debtors, and the Reorganized Debtors shall not have any continuing obligations thereunder; and (2) the obligations of the Debtors pursuant, relating, or pertaining to any agreements, indentures, certificates of designation, bylaws, or certificate or articles of incorporation or similar documents governing the shares, certificates, notes, bonds, purchase rights, options, warrants, or other instruments or documents evidencing or creating any indebtedness or obligation of the Debtors (except such agreements, certificates, notes, or other instruments evidencing indebtedness or obligations of the Debtors that are specifically Reinstated pursuant to the Plan) shall be released and discharged; provided, however, notwithstanding Confirmation or the occurrence of the Effective Date, any such indenture or agreement that governs the rights of the Holder of a Claim shall continue in effect solely for purposes of enabling Holders of Allowed Claims to receive distributions under the Plan as provided herein; provided, further, however, that the preceding proviso shall not affect the discharge of Claims or Interests pursuant to the Bankruptcy Code, the Confirmation Order, or the Plan or result in any expense or liability to the Reorganized Debtors, except to the extent set forth in or provided for under this Plan. On and after the Effective Date, all duties and responsibilities of the 2012 Credit Agreement Agent, the DIP Administrative Agent, the Term Loan Agent, and the Second Lien Notes Indenture Trustee, as applicable, shall be discharged unless otherwise specifically set forth in or provided for under the Plan.

Upon the Effective Date, or as soon thereafter as is reasonably practicable, all actions contemplated by the Plan shall be deemed authorized and approved in all respects, including: (1) execution and entry into each of the Exit Facilities; (2) the issuance of the Contingent Payment Rights; (3) the distribution of the New Equity Interests; (4) selection of the directors and officers for the Reorganized Debtors; (5) implementation of the restructuring transactions contemplated by this Plan, as applicable; (6) adoption of the Management Incentive Program, if applicable; (7) adoption or assumption, as applicable, of the agreements with existing management, if any; and (8) all other actions contemplated by the Plan (whether to occur before on or after the Effective Date). All matters provided for in the Plan involving the corporate structure of the Reorganized Debtors, and any corporate action required by the Debtors or the Reorganized Debtors in connection with the Plan shall be deemed to have occurred and shall be in effect, without any requirement of further action by the security holders, directors or officers of the Debtors or the Reorganized Debtors. On or (as applicable) before the Effective Date, the appropriate officers of the Debtors or the Reorganized Debtors (as applicable) shall be authorized and (as applicable) directed to issue, execute, and deliver the agreements, documents, securities, and instruments contemplated by the Plan (or necessary or desirable to effect the transactions contemplated by the Plan) in the name of and on behalf of the Reorganized Debtors, including the Exit Credit Agreements and any and all related and ancillary agreements, documents, and filings,, New Equity Interests, Contingent Payment Rights, and any and all other agreements, documents, securities, and instruments relating to the foregoing. The authorizations and approvals contemplated by this Article IV shall be effective notwithstanding any requirements under non-bankruptcy law. The issuance of the New Equity Interests shall be exempt from the requirements of section 16(b) of the Securities Exchange Act of 1934 (pursuant to Rule 16b-3 promulgated thereunder) with respect to any acquisition of such securities by an officer or director (or a director deputized for purposes thereof) as of the Effective Date.

The Debtors intend to appoint Jeffrey Hartmann as interim Chief Executive Officer pending regulatory approval. The Executive Transition Agreement, attached to the Disclosure Statement as Exhibit J, is a comprehensive transition agreement by and between the Debtors and Kevin DeSanctis and Michael Garrity (together, the “Executives”), the Debtors’ current Chief Executive Officer and Chief Investment Officer, respectively. Pursuant to the Executive Transition Agreement, the Executives have agreed to resign from any position they hold with the Debtors on the later of the date (a) that provisional regulatory approval is obtained for the appointment of replacement personnel, and (b) the Debtors begin soliciting votes for the Plan (the “Resignation Date”). Upon such resignations the Debtors will hire replacement personnel to fill the roles performed by the Executives, except that Mr. DeSanctis will remain Chief Executive Officer, and Mr. Garrity will remain Chief Investment Officer of Revel Development Group LLC (“RDG”), a non-debtor. To the extent Mr. Hartmann does not receive provisional regulatory approval, the Executives shall retain their positions with the Debtors subject to further action of the Debtors’ board of directors.

Before joining the Debtors, Mr. Hartmann most recently served as President of The Hartmann Group, LLC, which offers specialized experience in the gaming, hospitality and leisure industries. Prior to that, he was President and Chief Executive Officer of Mohegan Sun from January 2011 until October 2012. Earlier in his tenure at Mohegan Sun, he served as Chief Operating Officer from 2004 through 2010 and as Chief Financial Officer from 1996 until 2004. In 2006, he was appointed Chief Operating Officer of the Mohegan Tribal Gaming Authority (“MTGA”), an instrumentality of the Mohegan Tribe that owns and operates Mohegan Sun. In this position, Hartmann oversaw MTGA Corporate Finance and Strategic Development. Hartmann also served as Chief Financial Officer for the Connecticut Sun, the WNBA’s professional women’s basketball franchise, which is owned and operated by Mohegan Sun and calls Mohegan Sun Arena home. Prior to joining Mohegan Sun, he served as Vice President of Finance for Foxwoods Management Company from 1991 to 1996. Mr. Hartmann was employed by PricewaterhouseCoopers, LLP, as an Audit Manager from 1984 to 1991. He is a Certified Public Accountant and a graduate of Rutgers University.

RDG or, at their election, the Executives, will enter into a six month development and consulting arrangement (the “Development and Consulting Arrangement”) with the Debtors on the terms and conditions described in the Executive Transition Agreement, with such development and consulting services to be performed solely by the Executives. The Development and Consulting Arrangement will be on a full time basis from the Resignation Date through and including May 31, 2013 (the “Development Phase”). Starting on June 1, 2013, the Consulting Arrangement will be for up to 19.9% of the Executives’ time until the six month anniversary of the Resignation Date (the “Consulting Phase”).

On the Effective Date, the New Revel Board shall consist of seven (7) directors, one (1) of whom shall be the Chief Executive Officer of Revel AC and six (6) of whom shall be initially chosen by the Steering Committee. To the extent that three (3) of the directors selected by the Steering Committee have not received any required regulatory approvals by the Effective Date, the Steering Committee will work in good faith with the Debtors to implement a solution to allow the Reorganized Debtors to emerge on the Effective Date with a sitting board.

On and after the Effective Date, the Reorganized Debtors and Reorganized Revel, and the officers and members of the New Boards thereof, are authorized to and may issue, execute, deliver, file, or record such contracts, Securities, instruments, releases, and other agreements or documents and take such actions as may be necessary or appropriate to effectuate, implement and further evidence the terms and conditions of the Plan and the Securities issued pursuant to the Plan, including the New Equity Interests, in the name of and on behalf of the Reorganized Debtors, without the need for any approvals, authorization or consents except those expressly required pursuant to the Plan.

On the Effective Date, Reorganized Revel shall enter into the New Employment Agreements, if any.

Pursuant to section 1146(a) of the Bankruptcy Code, any transfers of property pursuant hereto shall not be subject to any stamp tax or other similar tax or governmental assessment in the United States, and the Confirmation Order shall direct and be deemed to direct the appropriate state or local governmental officials or agents to forgo the collection of any such tax or governmental assessment and to accept for filing and recordation instruments or other documents pursuant to such transfers of property without the payment of any such tax or governmental assessment. Such exemption specifically applies, without limitation, to (1) the creation of any mortgage, deed of trust, lien, or other security interest, (2) the making or assignment of any lease or sublease, (3) any restructuring transaction authorized by the Plan; or (4) the making or delivery of any deed or other instrument of transfer under, in

furtherance of or in connection with the Plan, including: (a) any merger agreements; (b) agreements of consolidation, restructuring, disposition, liquidation or dissolution; (c) deeds; (d) bills of sale; or (e) assignments executed in connection with any restructuring transaction occurring under the Plan.

Notwithstanding anything herein to the contrary, as of the Effective Date, the Debtors shall assume (and assign to the Reorganized Debtors if necessary to continue the D&O Liability Insurance Policies in full force) all of the D&O Liability Insurance Policies pursuant to section 365(a) of the Bankruptcy Code. Entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval of the Debtors’ assumption of the D&O Liability Insurance Policies. Notwithstanding anything to the contrary contained herein, Confirmation of the Plan shall not discharge, impair or otherwise modify any obligations assumed by the foregoing assumption of the D&O Liability Insurance Policies, and each such obligation shall be deemed and treated as an Executory Contract that has been assumed by the Debtors under the Plan as to which no Proof of Claim need be Filed. On or before the Effective Date, the Reorganized Debtors may obtain reasonably sufficient tail coverage (i.e., D&O insurance coverage that extends beyond the end of the policy period) under a directors and officers’ liability insurance policy for the current and former directors, officers, and managers for such terms or periods of time, and placed with such insurers, to be reasonable under the circumstances and reasonably acceptable to the Steering Committee or as otherwise specified and ordered by the Bankruptcy Court in the Confirmation Order and to the extent such tail coverage is obtained on or before the Effective Date, such policies shall be considered D&O Liability Insurance Policies and shall be assumed by the Reorganized Debtors.

In accordance with section 1123(b) of the Bankruptcy Code, but subject to Article VIII hereof, the Reorganized Debtors shall retain and may enforce all rights to commence and pursue, as appropriate, any and all Causes of Action, whether arising before or after the Petition Date, including any actions specifically enumerated in the Plan Supplement, and the Reorganized Debtors’ rights to commence, prosecute, or settle such Causes of Action shall be preserved notwithstanding the occurrence of the Effective Date. For the avoidance of doubt, the preservation of Causes of Action described in the preceding sentence includes, but is not limited to, the Debtors’ right to object to (a) Unsecured Claims in excess of $2.5 million and (b) Administrative Claims. The Reorganized Debtors may pursue such Causes of Action, as appropriate, in accordance with the best interests of the Reorganized Debtors in their discretion. No Entity may rely on the absence of a specific reference in the Plan, the Plan Supplement, or the Disclosure Statement to any Cause of Action against them as any indication that the Debtors or the Reorganized Debtors will not pursue any and all available Causes of Action against them. The Debtors and the Reorganized Debtors expressly reserve all rights to prosecute any and all Causes of Action against any Entity, except as otherwise expressly provided in the Plan.

On the Effective Date, except as otherwise provided herein, or in any contract, instrument, release, indenture, or other agreement or document entered into in connection with the Plan, Executory Contracts

and Unexpired Leases shall be deemed assumed as of the Effective Date, unless such Executory Contract or Unexpired Lease: (1) subject to the reasonable consent of the Requisite Consenting Lenders and the Term Loan Agent, was assumed or rejected previously by the Debtors; (2) previously expired or terminated pursuant to its own terms; (3) is the subject of a motion to reject Filed on or before the Effective Date that is in form and substance reasonably acceptable to the Requisite Consenting Lenders and the Term Loan Agent; or (4) is identified as an Executory Contract or Unexpired Lease on the Rejected Executory Contracts and Unexpired Lease List. The Debtors shall assume the Executive Transition Agreement attached to the Disclosure Statement as Exhibit J.

Entry of the Confirmation Order shall constitute a Bankruptcy Court order approving the assumptions or rejections of such Executory Contracts or Unexpired Leases as set forth in the Plan or the Rejected Executory Contract and Unexpired Leases List, pursuant to sections 365(a) and 1123 of the Bankruptcy Code. Unless otherwise indicated, assumptions or rejections of Executory Contracts and Unexpired Leases pursuant to the Plan are effective as of the Effective Date. Each Executory Contract or Unexpired Lease assumed pursuant to the Plan or by Bankruptcy Court order but not assigned to a third party before the Effective Date shall re-vest in and be fully enforceable by the applicable contracting Reorganized Debtor in accordance with its terms, except as such terms may have been modified by the provisions of the Plan or any order of the Bankruptcy Court authorizing and providing for its assumption under applicable federal law. Any motions to assume Executory Contracts or Unexpired Leases pending on the Effective Date shall be subject to approval by the Bankruptcy Court on or after the Effective Date by a Final Order.

Proofs of Claim with respect to Claims arising from the rejection of Executory Contracts or Unexpired Leases, if any, must be filed with the Bankruptcy Court within 30 days after the date of entry of an order of the Bankruptcy Court (including the Confirmation Order) approving such rejection. Any Claims arising from the rejection of an Executory Contract or Unexpired Lease not Filed within such time will be automatically disallowed, forever barred from assertion and shall not be enforceable against the Debtors or the Reorganized Debtors, the Estates, or their property without the need for any objection by the Reorganized Debtors or further notice to, or action, order or approval of the Bankruptcy Court. Claims arising from the rejection of the Debtors’ Executory Contracts or Unexpired Leases shall be classified as General Unsecured Claims shall be treated in accordance with Article III of the Plan, as applicable.

Rejection Claims for which a Proof of Claim is not timely Filed will be forever barred from assertion against the Debtors or the Reorganized Debtors, their Estates, and their property unless otherwise ordered by the Bankruptcy Court or as otherwise provided herein. Such Rejection Claims shall, as of the Effective Date, be subject to the discharge and permanent injunction set forth in Article VIII hereof.

Any monetary defaults under each Executory Contract and Unexpired Lease shall be satisfied, pursuant to section 365(b)(1) of the Bankruptcy Code, by payment of the default amount in Cash on the Effective Date, subject to the limitations described below, or on such other terms as the parties to such Executory Contracts or Unexpired Leases may otherwise agree. In the event of a dispute regarding (1) the amount of any payments to cure such a default, (2) the ability of the Reorganized Debtors or any assignee to provide “adequate assurance of future performance” (within the meaning of section 365 of the Bankruptcy Code) under the Executory Contract or Unexpired Lease to be assumed, or (3) any other matter pertaining to assumption, the cure payments required by section 365(b)(1) of the Bankruptcy Code shall be made following the entry of a Final Order or orders resolving the dispute and approving the assumption. At least 14 days before the Confirmation Hearing, the Debtors shall distribute, or cause to be distributed, Cure Notices of proposed assumption and proposed amounts of Cure Claims to the applicable third parties. Any objection by a counterparty to an Executory Contract or Unexpired Lease to a proposed assumption or related cure amount must be Filed, served and actually received by the Debtors at least three days before the Confirmation Hearing. Any counterparty to an Executory Contract or Unexpired Lease that fails to object timely to the proposed assumption or cure amount will be deemed to have assented to such assumption or cure amount.

Assumption of any Executory Contract or Unexpired Lease pursuant to the Plan or otherwise shall result in the full release and satisfaction of any Claims or defaults, whether monetary or nonmonetary, including defaults of provisions restricting the change in control or ownership interest composition or other bankruptcy-related defaults, arising under any assumed Executory Contract or Unexpired Lease at any time before the date of the Debtors or Reorganized Debtors assume such Executory Contract or Unexpired Lease. Any Proofs of Claim Filed with respect to an Executory Contract or Unexpired Lease that has been assumed shall be deemed disallowed and expunged, without further notice to or action, order or approval of the Bankruptcy Court.

All of the Debtors’ insurance policies and any agreements, documents, or instruments relating thereto, are treated as and deemed to be Executory Contracts under the Plan. On the Effective Date, the Debtors shall be deemed to have assumed all insurance policies and any agreements, documents, and instruments related thereto.

Unless otherwise provided in the Plan, each Executory Contract or Unexpired Lease that is assumed shall include all modifications, amendments, supplements, restatements, or other agreements that in any manner affect such Executory Contract or Unexpired Lease, and Executory Contracts and Unexpired Leases related thereto, if any, including easements, licenses, permits, rights, privileges, immunities, options, rights of first refusal, and any other interests, unless any of the foregoing agreements has been previously rejected or repudiated or is rejected or repudiated under the Plan.

Modifications, amendments, supplements, and restatements to prepetition Executory Contracts and Unexpired Leases that have been executed by the Debtors during the Chapter 11 Cases shall not be deemed to alter the prepetition nature of the Executory Contract or Unexpired Lease, or the validity, priority, or amount of any Claims that may arise in connection therewith.

Neither the exclusion nor inclusion of any Executory Contract or Unexpired Lease on the Rejected Executory Contract and Unexpired Lease List, nor anything contained in the Plan, shall constitute an admission by the Debtors that any such contract or lease is in fact an Executory Contract or Unexpired Lease or that any Reorganized Debtor has any liability thereunder. If there is a dispute regarding whether a contract or lease is or was executory or unexpired at the time of assumption or rejection, the Debtors or Reorganized Debtors, as applicable, shall have 28 days following entry of a Final Order resolving such dispute to alter their treatment of such contract or lease.

In the event that the Effective Date does not occur, the Bankruptcy Court shall retain jurisdiction with respect to any request to extend the deadline for assuming or rejecting unexpired leases pursuant to section 365(d)(4) of the Bankruptcy Code.

Contracts and leases entered into after the Petition Date by any Debtor, including any Executory Contracts and Unexpired Leases assumed by such Debtor, will be performed by the Debtor or Reorganized Debtor liable thereunder in the ordinary course of its business. Accordingly, such contracts and leases (including any assumed Executory Contracts and Unexpired Leases) will survive and remain unaffected by entry of the Confirmation Order.

Unless otherwise provided in the Plan, on the Effective Date (or if a Claim is not an Allowed Claim on the Effective Date, on the date that such Claim becomes an Allowed Claim), or, in each case, as soon as reasonably practicable thereafter, each Holder of an Allowed Claim shall receive the full amount of the distributions that the Plan provides for Allowed Claims in each applicable Class. In the event that any payment or act under the Plan is required to be made or performed on a date that is not a Business Day, then the making of such payment or the performance of such act may be completed on the next succeeding Business Day, but shall be deemed to have been completed as of the required date. If and to the extent that there are Disputed Claims, distributions on account of any such Disputed Claims shall be made pursuant to the provisions set forth in Article VII of the Plan. Except as otherwise provided in the Plan, Holders of Claims shall not be entitled to interest, dividends or accruals on the distributions provided for in the Plan, regardless of whether such distributions are delivered on or at any time after the Effective Date. The Debtors shall have no obligation to recognize any transfer of Claims or Interests occurring on or after the Distribution Record Date; provided, however, that the Distribution Record Date shall not apply to publicly held securities.

Except as otherwise provided in the Plan, all distributions under the Plan shall be made by the Disbursing Agent on the Effective Date. To the extent the Disbursing Agent is one or more of the Reorganized Debtors, the Disbursing Agent shall not be required to give any bond or surety or other security for the performance of its duties unless otherwise ordered by the Bankruptcy Court.

The Disbursing Agent shall be empowered to: (a) effect all actions and execute all agreements, instruments, and other documents necessary to perform its duties under the Plan; (b) make all distributions contemplated hereby; (c) employ professionals to represent it with respect to its responsibilities; and (d) exercise such other powers as may be vested in the Disbursing Agent by order of the Bankruptcy Court, pursuant to the Plan, or as deemed by the Disbursing Agent to be necessary and proper to implement the provisions hereof.

Except as otherwise ordered by the Bankruptcy Court, the amount of any reasonable fees and out-of-pocket expenses incurred by the Disbursing Agent on or after the Effective Date (including taxes) and any reasonable compensation and out-of-pocket expense reimbursement claims (including reasonable attorney fees and expenses) made by the Disbursing Agent shall be paid in Cash by the Reorganized Debtors.

Except as otherwise provided in the Plan, all distributions to Holders of Term Loan Credit Agreement Claims shall be governed by the Term Loan Credit Agreement and shall be deemed completed when made to the Disbursing Agent. The Disbursing Agent shall make such distributions directly to the Holders of Allowed Term Loan Credit Agreement Claims.

Except as otherwise provided in the Plan, all distributions to Holders of Second Lien Note Claims shall be deemed completed when made to the Second Lien Notes Indenture Trustee, who shall be deemed to be the Holder of Second Lien Note Claims for purposes of distributions to be made hereunder. The Second Lien Notes Indenture Trustee shall hold or direct such distributions for the benefit of the Holders of Allowed Second Lien Note Claims. As soon as practicable in accordance with the requirements set forth in this Article VI, the Second Lien Notes Indenture Trustee shall arrange to deliver such distributions to or on behalf of such Holders of Allowed Second Lien Note Claims.

Except as otherwise provided in the Plan, distributions to Holders of Allowed Claims shall be made to Holders of record as of the Distribution Record Date by the Reorganized Debtors or the Disbursing Agent, as appropriate: (1) to the signatory set forth on any of the Proofs of Claim Filed by such Holder or other representative identified therein (or at the last known addresses of such Holder if no Proof of Claim is Filed or if the Debtors have not been notified in writing of a change of address); (2) at the addresses set forth in any written notices of address changes delivered to the Reorganized Debtors or the applicable Disbursing Agent, as appropriate, after the date of any related Proof of Claim; or (3) on any counsel that has appeared in the Chapter 11 Cases on the Holder’s behalf. Subject to this Article VI, distributions under the Plan on account of Allowed Claims shall not be subject to levy, garnishment, attachment, or like legal process, so that each Holder of an Allowed Claim shall have and receive the benefit of the distributions in the manner set forth in the Plan. The Debtors, the Reorganized Debtors, and the Disbursing Agent, as applicable, shall not incur any liability whatsoever on account of any distributions under the Plan except for gross negligence or willful misconduct.

No fractional shares of New Equity Interests shall be distributed and no Cash shall be distributed in lieu of such fractional amounts. When any distribution pursuant to the Plan on account of an Allowed Claim would otherwise result in the issuance of a number of shares of New Equity Interests that is not a whole number, the actual distribution of shares of New Equity Interests shall be rounded as follows: (a) fractions of one-half (1/2) or greater shall be rounded to the next higher whole number and (b) fractions of less than one-half (1/2) shall be rounded to the next lower whole number with no further payment therefor. The total number of authorized shares of New Equity Interests to be distributed pursuant to the Plan shall be adjusted as necessary to account for the foregoing rounding.

In the event that any distribution to any Holder is returned as undeliverable, no distribution to such Holder shall be made unless and until the Disbursing Agent has determined the then-current address of such Holder, at which time such distribution shall be made to such Holder without interest; provided, however, that such distributions shall be deemed unclaimed property under section 347(b) of the Bankruptcy Code at the expiration of the later of one year from (a) the Effective Date and (b) the date of the distribution. After such date, all unclaimed property or interests in property shall revert to the Reorganized Debtors automatically and without need for a further order by the Bankruptcy Court (notwithstanding any applicable federal, provincial, or state escheat, abandoned, or unclaimed property laws to the contrary), and the Claim of any Holder to such property or Interest in property shall be discharged and forever barred.

1. All distributions of New Equity Interests under the Plan shall be made by the Disbursing Agent on behalf of Reorganized Revel.

2. All distributions with respect to, or effected with, the proceeds of the Exit Facilities shall be deemed made as of the Effective Date.

3. All distributions to be made on account of Contingent Payments Rights shall be made pursuant to the terms of the Contingent Payment Rights Term Sheet.

4. All distributions of Cash under the Plan shall be made by the Disbursing Agent on behalf of the applicable Debtor (or Debtors).

5. At the option of the Disbursing Agent, any Cash payment to be made hereunder may be made by check or wire transfer or as otherwise required or provided in applicable agreements.

Pursuant to section 1145 of the Bankruptcy Code, the offering, issuance, and distribution of the New Equity Interests as contemplated by Article IV.C of the Plan shall be exempt from, among other things, the registration requirements of section 5 of the Securities Act and any other applicable law requiring registration prior to the offering, issuance, distribution, or sale of Securities. In addition, under section 1145 of the Bankruptcy Code, such New Equity Interests will be freely tradable in the U.S. by the recipients thereof, subject to the provisions of section 1145(b)(1) of the Bankruptcy Code relating to the definition of an underwriter in section 2(a)(11) of the Securities Act, and compliance with applicable securities laws and any rules and regulations of the Securities and Exchange Commission, if any, applicable at the time of any future transfer of such Securities or instruments and subject to any restrictions in the New Stockholders Agreement and Reorganized Revel’s New Certificate of Incorporation.

The Debtors are relying on exemptions from the registration requirements of the Securities Act, including, without limitations, section 4(a)(2) thereof, to exempt the offer and sale of the Plan Securities that may be deemed to be made pursuant to the solicitation of votes on the Plan. Section 4(a)(2) of the Securities Act exempts transactions not involving a public offering, and section 506 of Regulation D of the Securities Act (“Reg D”) provides a safe harbor under section 4(a)(2) for transactions that meet certain requirements, including that the investors participating therein qualify as “accredited investors” as defined in section 501 of Reg. D (17 C.F.R. § 230.501). The Debtors believe the Holders of 2012 Credit Agreement Claims, Term Loan Credit Agreement Claims, and Second Lien Note Claims are “accredited investors,” and the Ballots include a certification that the voting Holder of such claims is an “accredited investor.

In connection with the Plan, to the extent applicable, the Reorganized Debtors shall comply with all tax withholding and reporting requirements imposed on them by any Governmental Unit, and all distributions pursuant to the Plan shall be subject to such withholding and reporting requirements. Notwithstanding any provision in the Plan to the contrary, the Reorganized Debtors and the Disbursing Agent shall be authorized to take all actions necessary or appropriate to comply with such withholding and reporting requirements, including liquidating a portion of the distribution to be made under the Plan to generate sufficient funds to pay applicable withholding taxes, withholding distributions pending receipt of information necessary to facilitate such distributions, or establishing any other mechanisms they believe are reasonable and appropriate. The Reorganized Debtors reserve the right to allocate all distributions made under the Plan in compliance with applicable wage garnishments, alimony, child support, and other spousal awards, liens, and encumbrances.

Distributions in respect of Allowed Claims shall be allocated first to the principal amount of such Claims (as determined for federal income tax purposes) and then, to the extent the consideration exceeds the principal amount of the Claims, to any portion of such Claims for accrued but unpaid interest.

The Debtors or the Reorganized Debtors may, but shall not be required to, setoff against or recoup from any Claims of any nature whatsoever that the Debtors or the Reorganized Debtors may have against the claimant, but neither the failure to do so nor the allowance of any Claim hereunder shall constitute a waiver or release by the Debtors or the Reorganized Debtors of any such Claim it may have against the Holder of such Claim.

The Debtors or the Reorganized Debtors, as applicable, shall reduce in full a Claim, and such Claim shall be disallowed without a Claim objection having to be Filed and without any further notice to or action, order, or approval of the Bankruptcy Court, to the extent that the Holder of such Claim receives payment in full on account of such Claim from a party that is not a Debtor or Reorganized Debtor. Subject to the last sentence of this paragraph, to the extent a Holder of a Claim receives a distribution on account of such Claim and receives payment from a party that is not a Debtor or a Reorganized Debtor on account of such Claim, such Holder shall, within two weeks of receipt thereof, repay or return the distribution to the applicable Reorganized Debtor, to the extent the Holder’s total recovery on account of such Claim from the third party and under the Plan exceeds the amount of such Claim as of the date of any such distribution under the Plan. The failure of such Holder to timely repay or return such distribution shall result in the Holder owing the applicable Reorganized Debtor annualized interest at the Federal Judgment Rate on such amount owed for each Business Day after the two-week grace period specified above until the amount is repaid.

No distributions under the Plan shall be made on account of an Allowed Claim that is payable pursuant to one of the Debtors’ insurance policies until the Holder of such Allowed Claim has exhausted all remedies with respect to such insurance policy. To the extent that one or more of the Debtors’ insurers agrees to satisfy in full or in part a Claim (if and to the extent adjudicated by a court of competent jurisdiction), then immediately upon such insurers’ agreement, the applicable portion of such Claim may be expunged without a Claims objection having to be Filed and without any further notice to or action, order, or approval of the Bankruptcy Court.

Except as otherwise provided in the Plan, distributions to Holders of Allowed Claims shall be in accordance with the provisions of any applicable insurance policy. Nothing contained in the Plan shall constitute or be deemed a waiver of any Cause of Action that the Debtors or any Entity may hold against any other Entity, including insurers under any policies of insurance, nor shall anything contained herein constitute or be deemed a waiver by such insurers of any defenses, including coverage defenses, held by such insurers.

Except as expressly provided herein or any order entered in the Chapter 11 Cases prior to the Effective Date (including the Confirmation Order), no Claim shall be deemed Allowed unless and until such Claim is deemed Allowed under the Bankruptcy Code, under the Plan, or the Bankruptcy Court enters a Final Order in the Chapter 11 Cases allowing such Claim under section 502 of the Bankruptcy Code. Except as expressly provided in any order entered in the Chapter 11 Cases prior to the Effective Date (including the Confirmation Order), the Reorganized Debtors after Confirmation will have and retain any and all rights and defenses the Debtors had with respect to any Claim as of the Petition Date. All Claims of any Entity that owes money to the Debtors shall be disallowed unless and until such Entity pays, in full, the amount it owes the Debtors.

Except as otherwise specifically provided in the Plan, after the Effective Date, the Reorganized Debtors shall have the sole authority: (1) to File, withdraw, or litigate to judgment objections to Claims or Interests; (2) to settle or compromise any Disputed Claim without any further notice to or action, order, or approval by the

Bankruptcy Court; and (3) to administer and adjust the Claims Register to reflect any such settlements or compromises without any further notice to or action, order, or approval by the Bankruptcy Court.

Before or after the Effective Date, the Debtors or Reorganized Debtors, as applicable, may (but are not required to) at any time request that the Bankruptcy Court estimate any Disputed Claim that is contingent or unliquidated pursuant to section 502(c) of the Bankruptcy Code for any reason, regardless of whether any party previously has objected to such Claim or Interest or whether the Bankruptcy Court has ruled on any such objection, and the Bankruptcy Court shall retain jurisdiction to estimate any such Claim or Interest, including during the litigation of any objection to any Claim or Interest or during the appeal relating to such objection. Notwithstanding any provision otherwise in the Plan, a Claim that has been expunged from the Claims Register, but that either is subject to appeal or has not been the subject of a Final Order, shall be deemed to be estimated at zero dollars, unless otherwise ordered by the Bankruptcy Court. In the event that the Bankruptcy Court estimates any contingent or unliquidated Claim or Interest, that estimated amount shall constitute a maximum limitation on such Claim or Interest for all purposes under the Plan (including for purposes of distributions), and the relevant Reorganized Debtor may elect to pursue any supplemen



	)
In re:	)	Chapter 11
	)
REVEL AC, INC., et al.,¹	)	Case No. 13- ( )
	)
Debtors.	)	Joint Administration Requested
	)


Telephone:		(212) 446-4800
Facsimile:		(212) 446-4900


Telephone:		(215) 568-6060
Facsimile:		(856) 486-4875


			Page

I.	EXECUTIVE SUMMARY			1

II.	IMPORTANT INFORMATION ABOUT THIS DISCLOSURE STATEMENT			3

III.	QUESTIONS AND ANSWERS REGARDING THIS DISCLOSURE STATEMENT AND THE PLAN			4

	A.	What is chapter 11?		4

	B.	Why are the Debtors sending me this Disclosure Statement?		4

	C.	Am I entitled to vote on the Plan? What will I receive from the Debtors if the Plan is consummated?		5

	D.	How do I vote on the plan?		6

	E.	What happens to my recovery if the Plan is not confirmed, or does not go effective?		7

	F.	Are any regulatory approvals required to consummate the Plan?		7

	G.	If the Plan provides that I get a distribution, do I get it upon Confirmation or when the Plan goes effective, and what do you mean when you refer to “Confirmation,” “Effective Date” and “Consummation?”		7

	H.	Will the Reorganized Debtors be obligated to continue to pay statutory fees after the Effective Date?		7

	I.	What is the Debtors’ current financial condition and what is the Debtors’ projected cash balance on the Effective Date?		8

	J.	What are the terms of the Exit Facilities?		8

	K.	Are there risks to owning an Interest in the Reorganized Debtors upon emergence from chapter 11?		8

	L.	What rights will Reorganized Debtors’ new stockholders have?		8

	M.	Is there potential litigation related to the Plan?		9

	N.	When will the Plan Supplement be filed and what will it include?		9

	O.	What is the Management Incentive Plan and how will it affect the distribution I receive under the Plan?		9

	P.	What are the Debtors’ Intercompany Claims and Intercompany Interests?		9

	Q.	How will the release of the Avoidance Actions impact my recovery under the Plan?		9

	R.	How will Claims asserted with respect to rejection damages affect my recovery under the Plan?		10

	S.	Will there be releases granted to parties in interest as part of the Plan?		10

	T.	What is the deadline to vote on the Plan?		10

	U.	Why is the Bankruptcy Court holding a Confirmation Hearing?		10

	V.	When is the Confirmation Hearing set to occur?		10

	W.	What is the purpose of the Confirmation Hearing?		11

	X.	What is the effect of the Plan on the Debtors’ ongoing business?		11



EXHIBIT A		Plan of Reorganization

EXHIBIT B		Restructuring Support Agreement, First Amendment to Restructuring Support Agreement, and Second Amendment to Restructuring Support Agreement

EXHIBIT C		Financial Projections

EXHIBIT D		Valuation Analysis

EXHIBIT E		Liquidation Analysis

EXHIBIT F		Form of DIP Credit Agreement

EXHIBIT G		Exit Facilities Term Sheet

EXHIBIT H		New Stockholders Agreement Term Sheet

EXHIBIT I		Second Lien Note Claim Contingent Payment Rights Term Sheet

EXHIBIT J		Executive Transition Agreement



	Y.	Will any party have significant influence over the corporate governance and operations of the Reorganized Debtors?		11

	Z.	Do the Debtors recommend voting in favor of the Plan?		11

IV.	THE DEBTORS’ CORPORATE HISTORY, STRUCTURE, AND BUSINESS OVERVIEW			12

	A.	The Debtor’s Prepetition Organizational and Capital Structure		12

	B.	Summary of the Debtors’ Corporate History		12

	C.	Summary of the Debtors’ Prepetition Capital Structure		13

		(i)	Initial Financing	13
		(ii)	Incremental Financing	14
		(iii)	Other Financing	15

V.	EVENTS LEADING TO CHAPTER 11 AND PREPETITION RESTRUCTURING INITIATIVES			15

	A.	Initial Operations		15

	B.	The Gaming Industry		16

	C.	The Debtors’ Funded Debt Obligations		17

VI.	THE PROPOSED REORGANIZATION OF THE DEBTORS			17

	A.	Prepetition Negotiations with Lenders		17

	B.	Solicitation		18

VII.	SUMMARY OF THE PLAN			18

	A.	General Basis for the Plan		18

	B.	Treatment of Unclassified Claims		19

		(i)	Administrative Claims	19
		(ii)	Priority Tax Claims	20
		(iii)	Intercompany Interests	20
		(iv)	Statutory Fees	20

	C.	Classification and Treatment of Claims and Interests		21

		(i)	Classification of Claims and Interests	21
		(ii)	Treatment of Claims and Interests	21

	D.	Means for Implementation of the Plan		23

		(i)	Sources of Cash for Plan Distributions	23
		(ii)	Exit Facilities	23
		(iii)	Issuance and Distribution of New Equity Interests	24
		(iv)	Contingent Payment Rights	24
		(v)	Restructuring Transactions	25
		(vi)	Corporate Existence	26
		(vii)	Vesting of Assets in the Reorganized Debtors	26
		(viii)	Cancellation of Existing Securities	26
		(ix)	Corporate Action	27
		(x)	New Certificates of Incorporation and New By-Laws	27
		(xi)	Executive Transition Agreement	27
		(xii)	Directors and Officers of the Reorganized Debtors and Reorganized Revel	28
		(xiii)	Effectuating Documents; Further Transactions	28
		(xiv)	Management Incentive Program	29


		(xv)	New Employment Agreements	29
		(xvi)	Exemption from Certain Taxes and Fees	29
		(xvii)	D&O Liability Insurance Policies	29
		(xviii)	Preservation of Causes of Action	29

	E.	Conditions Precedent to Confirmation and Consummation of the Plan		30

		(i)	Conditions Precedent to Confirmation	30
		(ii)	Conditions Precedent to the Effective Date	30
		(iii)	Waiver of Conditions	31
		(iv)	Effect of Failure of Conditions	31

	F.	Settlement, Release, Injunction, and Related Provision		31

		(i)	Compromise and Settlement of Claims, Interests and Controversies	31
		(ii)	Discharge of Claims and Termination of Interests	32
		(iii)	Release of Liens	32
		(iv)	Releases by the Debtors	32
		(v)	Releases by Holders	33
		(vi)	Liabilities to, and Rights of, Governmental Units	33
		(vii)	Exculpation	33
		(viii)	Injunction	33
		(ix)	Subordination Rights Under the Intercreditor Agreement	34
		(x)	Term of Injunctions or Stays	35

VIII.	ANTICIPATED EVENTS OF THE CHAPTER 11 CASES			35

	A.	Voluntary Petitions		35

	B.	Expected Timetable of the Chapter 11 Cases		35

	C.	First Day Relief		35

		(i)	Approval of Solicitation Procedures and Scheduling of Confirmation Hearing	35
		(ii)	Debtor in Possession Financing	35
		(iii)	Customer Programs and Practices	36
		(iv)	Bar Date	36
		(v)	Cash Management System	36
		(vi)	Wages	36
		(vii)	Insurance	36
		(viii)	Taxes	36
		(ix)	Trade Vendors and Other Unsecured Creditors	37
		(x)	Utilities	37
		(xi)	Equity Trading Motion	37
		(xii)	Other Procedural Motions and Professional Retention Applications	37

	D.	The Exit Facilities		37

IX.	PROJECTED FINANCIAL INFORMATION			37

X.	RISK FACTORS			40

	A.	Risks Relating to Bankruptcy		41

		(i)	Parties in interest may object to the Plan’s classification of claims and interests	41
		(ii)	The Debtors may fail to satisfy vote requirements	41
		(iii)	The Debtors may not be able to obtain Confirmation of the Plan	41
		(iv)	The conditions precedent to the Effective Date of the Plan may not occur	42
		(v)	The Debtors may not be able to achieve their projected financial results	42
		(vi)	Certain tax implications of the Debtors’ chapter 11 cases	42
		(vii)	The Debtors’ emergence from chapter 11 is not assured	42


		(viii)	The Debtors may fail to satisfy solicitation requirements	42
		(ix)	The Debtors may have to resolicit	43

	B.	Risks Related to the Debtors’ and Reorganized Debtors’ Business and Plan Securities		43

		(i)	Indebtedness may adversely affect the Reorganized Debtors’ operations and financial condition	43
		(ii)	The Exit Facilities may contain certain restrictions and limitations that could significantly affect the Reorganized Debtors’ ability to operate their businesses, as well as significantly affect their liquidity	43
		(iii)	If the Debtors lose key executive officers, the Debtors’ business could be disrupted and the Debtors’ financial performance could suffer	44
		(iv)	If the Debtors do not generate sufficient cash flows during their peak seasons, the Debtors may not be able to subsidize their non-peak seasons	44
		(v)	Intense competition could result in the Debtors’ loss of market share or profitability	44
		(vi)	Governmental regulation and taxation policies could adversely affect the Debtors	45
		(vii)	The Debtors’ businesses, financial condition, and results of operations could be materially adversely affected by the occurrence of natural disasters, such as hurricanes, or other catastrophic events, including war and terrorism	46
		(viii)	The value of the New Equity Interests may be adversely affected by a number of factors	46
		(ix)	The New Equity Interests will be subordinated to the Exit Facilities	46
		(x)	There may be risks related to the issuance of New Equity Interests	46
		(xi)	The Holders of the Contingent Payment Rights may not receive any distribution of payments pursuant to the Contingent Payment Rights	47

XI.	CONFIRMATION OF THE PLAN			47

	A.	Requirements for Confirmation of the Plan		47

	B.	Best Interests of Creditors/Liquidation Analysis		47

	C.	Feasibility		48

	D.	Acceptance by Impaired Classes		48

	E.	Confirmation Without Acceptance by All Impaired Classes		48

		(i)	No Unfair Discrimination	48
		(ii)	Fair and Equitable Test	49

	F.	Valuation of the Debtors		49

		(i)	Valuation Methodologies	50
		(ii)	Valuation Considerations	52

XII.	CERTAIN SECURITIES LAW MATTERS			52

	A.	Plan Securities		52

	B.	Issuance and Resale of Plan Securities under the Plan		52

		(i)	Exemptions from Registration Requirements of the Securities Act and State Blue Sky Laws	52
		(ii)	Resales of Plan Securities; Definition of Underwriter	53
		(iii)	New Equity Interests/Management Incentive Plan	53

XIII.	CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF THE PLAN			54

	A.	Introduction		54

	B.	Certain U.S. Federal Income Tax Consequences of the Plan to the Debtors		55

		(i)	Cancellation of Debt and Reduction of Tax Attributes	55
		(ii)	Limitation of Tax Attributes	55
		(iii)	Alternative Minimum Tax	56



	C.	Certain U.S. Federal Income Tax Consequences of the Plan to Holders of Allowed Claims		57

		(i)	Consequences to Holders of Term Loan Credit Agreement Claims	57
		(ii)	Consequences to Holders of Second Lien Note Claims	58
		(iii)	Accrued Interest	61
		(iv)	Market Discount	61

	D.	Withholding and Reporting		61

XIV.	COMPLIANCE WITH GAMING LAWS AND REGULATIONS			63

XV.	REGULATION			63

	A.	General Governmental and Gaming Regulations		63

	B.	Relationship of Gaming Laws to the Chapter 11 Cases and the Plan		64

	C.	Licensing of the Debtors and Individuals Involved Therewith		64

	D.	Findings of Qualification and Suitability Determinations		65

	E.	Violation of Gaming Laws		67

	F.	Reporting and Record-Keeping Requirements of Gaming Authorities		67

	G.	Review and Approval by Gaming Authorities of Certain Transactions		67

	H.	License for Sale of Alcoholic Beverages		68

XVI.	SOLICITATION AND VOTING PROCEDURES			68

	A.	The Solicitation Package		68

	B.	Voting Deadlines		68

	C.	Voting Instructions		69

		(i)	Note to Class 1, Class 2, and Class 3 Claim Holders	70

	D.	Voting Tabulation		71

		The following additional procedures shall apply with respect to tabulating Master Ballots:		73

XVII.	RECOMMENDATION			73


Class	Claim/Interest	Status	Voting Rights
1	2012 Credit Agreement Claims	Impaired / Not Impaired	Entitled to Vote / Deemed to Accept
2	Term Loan Credit Agreement Claims	Impaired	Entitled to Vote
3	Second Lien Note Claims	Impaired	Entitled to Vote
4	Priority Non-Tax Claims	Not Impaired	Deemed to Accept
5	Other Secured Claims	Not Impaired	Deemed to Accept
6	General Unsecured Claims	Not Impaired	Deemed to Accept
7	Intercompany Claims	Not Impaired	Deemed to Accept
8	Warrant Claims	Impaired	Deemed to Reject
9	Interests	Impaired	Deemed to Reject


• 1,399 guest rooms		• 3,500 gaming positions
• 11 dining venues		• 2 nightclubs
• A burlesque club		• A spa
• Indoor and outdoor pools		• Private cabanas and fire pits
• A 5,500 seat arena/theater		• 160,000 square feet of convention, meeting, & event space


Class	Claim/Equity Interest	Treatment of Claim/Interest	Projected Recovery Under the Plan

1	2012 Credit Agreement Claims	Except to the extent that a Holder of a 2012 Credit Agreement Claim agrees to a less favorable treatment, in exchange for full and final satisfaction, settlement, release, and discharge of the 2012 Credit Agreement Claims, upon the closing of the DIP Facility or Second Lien Exit Facility, as applicable, each Holder of a 2012 Credit Agreement Claim shall receive on a Pro Rata basis payment in full in Cash from the proceeds of the DIP Facility (only to the extent such Holder is a DIP Lender), or Second Lien Exit Facility (excluding any letters of credit being continued under the First Lien Exit Facility), as applicable.		100	%

2	Term Loan Credit Agreement Claims	Except to the extent that a Holder of a Term Loan Credit Agreement Claim agrees to a less favorable treatment, in exchange for full and final satisfaction, settlement, release, and discharge of the Term Loan Credit Agreement Claims, each Holder of a Term Loan Credit Agreement Claim shall receive its Pro Rata share of 100% of the New Equity Interests (subject to dilution by the Management Incentive Plan). For a discussion of the New Equity Interests see Article VII.D(iii) of this Disclosure Statement.		19	%

3	Second Lien Note Claims	Except to the extent that a Holder of a Second Lien Note Claim agrees to a less favorable treatment, in exchange for full and final satisfaction, settlement, release, and discharge of the Second Lien Note Claims, each Holder of such Allowed Second Lien Note Claim shall receive its Pro Rata share of the Contingent Payment Rights. *The Contingent Payment Rights are non-recourse to the Reorganized Debtors*. For a discussion of the Contingent Payment Rights see Article VII.D(iv) of this Disclosure Statement.		18	%

4	Priority Non-Tax Claims	Except to the extent that a Holder of an Allowed Priority Non-Tax Claim agrees to a less favorable treatment, in exchange for full and final satisfaction, settlement, release and discharge of each Allowed Priority Non-Tax Claim, each Holder of such Allowed Priority Non-Tax Claim shall be paid in full in Cash on or as reasonably practicable after (i) the Effective Date, (ii) the date on which such Priority Non-Tax Claim against the Debtors becomes an Allowed Priority Non-Tax Claim, or (iii) such other date as may be ordered by the Bankruptcy Court.		100	%

5	Other Secured Claims	Except to the extent that a Holder of an Other Secured Claim agrees to a less favorable treatment, in exchange for full and final satisfaction, settlement, release, and discharge of each Allowed Other Secured Claim, each Holder of such Allowed Other Secured Claim shall receive one of the following treatments, in the sole discretion of the applicable Debtor: (i) the Debtors or the Reorganized Debtors shall pay such Allowed Other Secured Claims in full in Cash, including the payment of any interest required to be paid under section 506(b) of the Bankruptcy Code; (ii) the Debtors or the Reorganized Debtors shall deliver the collateral securing any such Allowed Other Secured Claim; or (iii) the Debtors or the Reorganized Debtors shall otherwise treat such Allowed Other Secured Claim in any other manner such that the		100	%


		Claim shall be rendered not Impaired.

6	General Unsecured Claims	Except to the extent that a Holder of an Allowed General Unsecured Claim agrees to a less favorable treatment, in exchange for full and final satisfaction, settlement, release, and discharge of each General Unsecured Claim, each Holder of such Allowed General Unsecured Claim shall receive one of the following treatments, in the sole discretion of the applicable Debtor: (i) such Allowed General Unsecured Claim shall be Reinstated; (ii) the Debtors or the Reorganized Debtors shall pay such Allowed General Unsecured Claim in the ordinary course of business; or (iii) the Debtors or the Reorganized Debtors shall pay such General Unsecured Claim in full in Cash, including interest at the contractual rate, upon the later of (A) the Effective Date, (B) the date on which such General Unsecured Claim against the Debtors becomes an Allowed General Unsecured Claim, or (C) such other date as may be ordered by the Bankruptcy Court.	100	%

7	Intercompany Claims	No distribution shall be made on account of Intercompany Claims. On the Effective Date, or as soon thereafter as practicable, all Intercompany Claims shall be reinstated in full or in part or cancelled or discharged in full or in part, in each case, to the extent determined appropriate by the Reorganized Debtors. The Debtors and the Reorganized Debtors will be entitled to transfer funds between and among themselves as they determine to be necessary or appropriate to enable the Reorganized Debtors to satisfy their obligations under the Plan. Except as set forth herein, any changes in intercompany account balances resulting from such transfers will be accounted for and settled in accordance with the Debtors historical intercompany account settlement practices.	100	%

8	Warrant Claims	Holders of Warrant Claims shall not receive any distribution on account of such Warrant Claims. On the Effective Date, the Interests of all Existing Warrant Holders shall be cancelled and discharged.	0	%

9	Interests	Holders of Interests shall not receive any distribution on account of such Interests. On the Effective Date, Interests shall be cancelled and discharged.	0	%


• any future effects as a result of the pendency of the Chapter 11 Cases; • the Debtors’ expected future financial position, liquidity, results of operations, profitability, and cash flows; • projected dividends;		• results of litigation; • disruption of operations; • plans and objectives of management for future operations; • contractual obligations;
• financing plans;		• off-balance sheet arrangements;

• competitive position;		• growth opportunities for existing services;

• business strategy;		• projected price increases;

• budgets;		• projected general market conditions;

• projected cost reductions;		• benefits from new technology; and

• projected and estimated liability costs;		• effect of changes in accounting due to recently issued accounting standards.


BALLOTS AND MASTER BALLOTS

Via 1^st Class or Regular Mail: Revel AC, Inc. Ballot Processing Center c/o Epiq Bankruptcy Solutions, LLC FDR Station, P.O Box 5014 New York, NY 10150-5014		Via Overnight Courier or Hand Delivery Revel AC, Inc. Ballot Processing Center c/o Epiq Bankruptcy Solutions, LLC 757 Third Avenue, 3^rd Floor New York, NY 10017

Email: for Returning Ballots: revelballots@epiqsystems.com


In re	)	Chapter 11
	)
	)
	)	Case No. 13-[ ] ( )
REVEL AC, INC., et al.,¹	)
	)
Debtors.	)	Jointly Administered


			Page

ARTICLE I.	DEFINED TERMS, RULES OF INTERPRETATION, COMPUTATION OF TIME AND GOVERNING LAW			1

	A.	Defined Terms.		1
	B.	Rules of Interpretation.		11
	C.	Computation of Time.		11
	D.	Governing Law.		11
	E.	Reference to Monetary Figures.		12
	F.	Reference to the Debtors or the Reorganized Debtors.		12

ARTICLE II.	ADMINISTRATIVE CLAIMS AND OTHER UNCLASSIFIED CLAIMS			12

	A.	Administrative Claims.		12
	B.	Priority Tax Claims.		13
	C.	Intercompany Interests.		14
	D.	Statutory Fees.		14

ARTICLE III.	CLASSIFICATION AND TREATMENT OF CLAIMS AND INTERESTS			14

	A.	Classification of Claims and Interests.		14
	B.	Summary of Classification.		14
	C.	Treatment of Claims and Interests.		15
	D.	Special Provision Governing Claims that are Not Impaired.		18
	E.	Elimination of Vacant Classes.		18
	F.	Acceptance or Rejection of the Plan.		18
	G.	Confirmation Pursuant to Sections 1129(a) (10) and 1129(b) of the Bankruptcy Code.		18
	H.	Subordinated Claims.		18

ARTICLE IV.	MEANS FOR IMPLEMENTATION OF THE PLAN			19

	A.	Sources of Cash for Plan Distributions.		19
	B.	Exit Facilities.		19
	C.	Issuance and Distribution of New Equity Interests.		19
	D.	Contingent Payment Rights.		20
	E.	Restructuring Transactions.		21
	F.	Corporate Existence.		21
	G.	Vesting of Assets in the Reorganized Debtors.		21
	H.	Cancellation of Existing Securities.		22
	I.	Corporate Action.		22
	J.	New Certificates of Incorporation and New By-Laws.		23
	K.	The Executive Transition Agreement.		23
	L.	Directors and Officers of the Reorganized Debtors and Reorganized Revel.		24
	M.	Effectuating Documents; Further Transactions.		24
	N.	Management Incentive Program.		24
	O.	New Employment Agreements.		24
	P.	Exemption from Certain Taxes and Fees.		24
	Q.	D&O Liability Insurance Policies.		25
	R.	Preservation of Causes of Action.		25


ARTICLE V.	TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES		25

	A.	Assumption and Rejection of Executory Contracts and Unexpired Leases.	25
	B.	Claims Based on Rejection of Executory Contracts or Unexpired Leases.	26
	C.	Cure of Defaults for Executory Contracts and Unexpired Leases Assumed.	26
	D.	Insurance Policies.	27
	E.	Modifications, Amendments, Supplements, Restatements, or Other Agreements.	27
	F.	Reservation of Rights.	27
	G.	Nonoccurrence of Effective Date.	27
	H.	Contracts and Leases Entered Into After the Petition Date.	27

ARTICLE VI.	PROVISIONS GOVERNING DISTRIBUTIONS		28

	A.	Timing and Calculation of Amounts to Be Distributed.	28
	B.	Disbursing Agent.	28
	C.	Rights and Powers of Disbursing Agent.	28
	D.	Delivery of Distributions and Undeliverable or Unclaimed Distributions.	28
	E.	Manner of Payment.	29
	F.	Section 1145 Exemption.	30
	G.	Section 4(a)(2) Exemption.	30
	H.	Compliance with Tax Requirements.	30
	I.	Allocations.	30
	J.	Setoffs and Recoupment.	30
	K.	Claims Paid or Payable by Third Parties.	31

ARTICLE VII.	PROCEDURES FOR RESOLVING CONTINGENT, UNLIQUIDATED, AND DISPUTED CLAIMS		31

	A.	Allowance of Claims.	31
	B.	Claims Administration Responsibilities.	31
	C.	Estimation of Claims.	32
	D.	Adjustment to Claims Without Objection.	32
	E.	Time to File Objections to Claims.	32
	F.	Disallowance of Claims.	32
	G.	Amendments to Claims.	33
	H.	No Distributions Pending Allowance.	33
	I.	Distributions After Allowance.	33

ARTICLE VIII.	SETTLEMENT, RELEASE, INJUNCTION, AND RELATED PROVISIONS		33

	A.	Compromise and Settlement of Claims, Interests and Controversies.	33
	B.	Discharge of Claims and Termination of Interests.	33
	C.	Release of Liens.	34
	D.	Releases by the Debtors.	34
	E.	Releases by Holders.	35
	F.	Liabilities to, and Rights of, Governmental Units.	35
	G.	Exculpation.	35
	H.	Injunction.	35
	I.	Subordination Rights Under the Intercreditor Agreement.	36
	J.	Term of Injunctions or Stays.	36


ARTICLE IX.	CONDITIONS PRECEDENT TO CONFIRMATION AND CONSUMMATION OF THE PLAN		37

	A.	Conditions Precedent to Confirmation.	37
	B.	Conditions Precedent to the Effective Date.	37
	C.	Waiver of Conditions.	38
	D.	Effect of Failure of Conditions.	38

ARTICLE X.	MODIFICATION, REVOCATION OR WITHDRAWAL OF THE PLAN		38

	A.	Modification and Amendments.	38
	B.	Effect of Confirmation on Modifications.	38
	C.	Revocation or Withdrawal of Plan.	38

ARTICLE XI.	RETENTION OF JURISDICTION		39

ARTICLE XII.	MISCELLANEOUS PROVISIONS		40

	A.	Regulatory Requirements.	40
	B.	Immediate Binding Effect.	40
	C.	Additional Documents.	41
	D.	Statutory Committee and Cessation of Fee and Expense Payment.	41
	E.	Reservation of Rights.	41
	F.	Successors and Assigns.	41
	G.	Notices.	41
	H.	Entire Agreement.	42
	I.	Exhibits.	42
	J.	Severability of Plan Provisions.	43
	K.	Votes Solicited in Good Faith.	43
	L.	Closing of Chapter 11 Cases.	43
	M.	Conflicts.	43