Refinancing Transactions

In March 2013, the Company completed a series of transactions to refinance certain pieces of its outstanding indebtedness as described below.

Tender Offer

On February 14, 2013, the Company commenced a cash tender offer and consent solicitation for any and all of its Senior Notes pursuant to which the Company offered to purchase the Senior Notes at a purchase price of $991.50 in cash, plus a $10.00 consent payment, per $1,000 in principal amount (the “Tender Offer”). The Tender Offer was completed, and the Company repurchased all of the Senior Notes on March 1, 2013.

7.50% Senior Notes

In March 2013, the Company issued, in a private offering, $500 million aggregate principal amount of 7.50% senior notes due March 1, 2021(the "7.50% Senior Notes") pursuant to an indenture, dated as of March 1, 2013 (the "7.50% Senior Notes Indenture"), among the Company, the guarantors party thereto (the "Guarantors") and Wells Fargo Bank, National Association, as trustee. Interest is due March 1 and September 1 of each year commencing September 1, 2013. On or after March 1, 2016, the Company may redeem the 7.50% Senior Notes, in whole or in part, at the redemption prices specified in the 7.50% Senior Notes Indenture. Prior to March 1, 2016, the Company may redeem the 7.50% Senior Notes plus accrued and unpaid interest, plus a make-whole premium. Prior to March 1, 2016, we are also entitled to redeem up to 35% of the original aggregate principal amount of the 7.50% Senior Notes with proceeds of certain equity financings at the redemption prices specified in the 7.50% Senior Notes Indenture.

On or after March 1, 2016, the Company may redeem all or a portion of the 7.50% Senior Notes upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed as percentages of the principal amount) set forth below plus accrued and unpaid interest and additional interest, if any, on the 7.50% Senior Notes redeemed, to the applicable redemption date, if redeemed during the 12-month period beginning on March 1 of the years indicated below:



Year	Percentage
2016	105.625	%
2017	103.750	%
2018	101.875	%
2019 and thereafter	100.000	%

If the Company experiences certain change of control events (as defined in the indenture), the Company must offer to repurchase the 7.50% Senior Notes at a purchase price in cash equal to 101% of the aggregate principal amount of 7.50% Senior Notes plus accrued and unpaid interest thereon to the date of repurchase.

The indenture contains certain customary covenants limiting, among other things, the Company's ability and the ability of its subsidiaries (other than its unrestricted subsidiaries) to incur or guarantee additional debt, create liens, transfer and sell assets, merge consolidate, or sell, transfer or otherwise dispose of all or substantially all of the Company's assets, enter into certain transactions with affiliates, engage in lines of business other than its core business and related businesses; and creates restrictions on dividends or distributions (other than customary tax distributions) or other payments by the Company and its restricted subsidiaries. These covenants are subject to a number of exceptions and qualifications as set forth in the Indenture. The indenture also provides for events of default which, if any of them occurs, would permit or require the principal of and accrued interest on such 7.50% Senior Notes to be declared due and payable.

The net proceeds of this issue, together with borrowings under the new $1,625.0 million term loan and $350.0 million revolving credit facility (described below) and cash on hand, were used to (i) redeem all of our outstanding Senior Notes due 2018, (ii) repay all amounts outstanding under the $931.3 million Propco Credit Agreement, (iii) repay all amounts outstanding under the $575.0 million Opco Credit Agreement, and (iv) pay fees and expenses associated with such refinancings.

New Credit Facility

On March 1, 2013, the Company entered into a new credit facility, which includes a $1,625.0 million term loan facility (the “Term Loan Facility”) and a $350.0 million revolving credit facility (the “Revolving Credit Facility”) (together the “New Credit Facility”).

The Term Loan Facility is fully drawn and will mature on March 1, 2020. Subject to the satisfaction of the conditions to borrowing set forth therein, amounts may be borrowed under the Revolving Credit Facility, which shall be fully available at any time prior to maturity on March 1, 2018. At the Company's option, the Company has the right to increase its borrowings under the New Credit Facility in an aggregate total principal amount not to exceed the greater of (a) $350.0 million and (b) an unlimited amount (subject to certain conditions and pro forma first lien leverage of less than or equal to 4.50x).

The interest rates under the Revolving Credit Facility are at the Company's option, either (i) LIBOR plus up to 3.50%, or (ii) a base rate plus up to 2.50%. The interest rates under the Term Loan Facility are at the Company's option, either (i) LIBOR plus 4.00%, or (ii) a base rate plus 3.00%; provided, however, that in no event will LIBOR be less than 1.00% over the term of the Term Loan Facility. Additionally, the Company will be subject to fees of 0.50% per annum on the unused portion of the Revolving Credit Facility.

All of the Company's obligations under the New Credit Facility are guaranteed by the Guarantors. The New Credit Facility is secured by substantially all of the Company's current and future personal property assets and substantially all current and future personal property assets of the Guarantors and mortgages on the real property and improvements owned or leased by the following subsidiaries: NP Boulder LLC, NP Lake Mead LLC, NP Fiesta LLC, NP Palace LLC, NP Red Rock LLC, NP Santa Fe LLC, NP Sunset LLC, NP Texas LLC, and Station GVR Acquisition, LLC and certain after-acquired real property based on thresholds. The New Credit Facility is also secured by a pledge of all the Company's equity.

The Company will be required to make quarterly principal payments on the Term Loan Facility in an amount equal to 0.25% of the sum of the original principal amount and the aggregate amount of any increased commitments under the Term Loan Facility beginning on June 30, 2013. In addition to the scheduled principal amortization payments on the Term Loan Facility, the Company will be required to make certain mandatory prepayments on the Term Loan Facility with a portion of its excess cash flow as follows: (A)(i) 50% of excess cash flow so long as no default has occurred and its total leverage ratio is above 4.50 to 1.00 or a default has occurred and is continuing, (ii) 25% of excess cash flow so long as no default has occurred and its total leverage ratio is less than or equal to 4.50 to 1.00, or (iii) 0.0% of excess cash flow so long as no default has occurred and its total leverage ratio is less than or equal to 3.50 to 1.00 and (B) 100% of all net cash proceeds of asset sales or other dispositions, the issuance or incurrence of additional debt, and receipt of insurance proceeds and condemnation awards, in each case subject to certain customary carve-outs and reinvestment provisions.

The Company must pay a premium if it prepays the Term Loan Facility prior to March 1, 2014. On or after March 1, 2014, the Company may, at its option, prepay the Term Loan Facility at par. On March 1, 2013, the Company entered into agreements (i) modifying its existing interest rate swap to incorporate certain terms from the New Credit Facility and (ii) assuming and modifying an existing interest rate swap under the Opco Credit Agreement.

The credit agreement governing the New Credit Facility contains a number of customary covenants that, among other things, restrict, subject to certain exceptions, the Company's ability and the ability of the Guarantors to incur additional indebtedness or become a guarantor; create liens on collateral; engage in mergers, consolidations or asset dispositions; make distributions (as described below); make investments, loans or advances; engage in certain transactions with affiliates or subsidiaries or make capital expenditures. The credit agreement governing the New Credit Facility also includes requirements that the Company maintain a maximum total leverage ratio ranging from 8.00 to 1.00 in 2013 to 5.50 to 1.00 in 2017 and a minimum interest coverage ratio ranging from 2.00 to 1.00 in 2013 to 3.00 to 1.00 in 2017, and a minimum interest coverage ratio, provided that a default of the financial ratio covenants shall only become an event of default under the Term Loan Facility if the lenders providing the Revolving Credit Facility take certain affirmative actions after the occurrence of a default of such financial ratio covenants.

The credit agreement governing the New Credit Facility contains a number of customary events of default (subject to grace periods and cure rights). If any event of default occurs, the lenders under the New Credit Facility would be entitled to take various actions, including accelerating amounts due thereunder and taking all actions permitted to be taken by a secured creditor.