JOINDER AGREEMENT
-----------------
THIS JOINDER to the Amended and Restated Limited Liability Company
Agreement of Colony Resorts LVH Acquisitions, LLC (the "Company"), dated as of
June 18, 2004, as amended by Amendment No. 1 to Amended and Restated Limited
Liability Company Agreement dated as of June 23, 2004 (as amended, the
"Operating Agreement"), is made as of July __, 2006, by and among WH/LVH
Managers Voteco LLC ("Whitehall Voteco") and the Members of the Company.
Capitalized terms used herein but not otherwise defined shall have the meanings
set forth in the Operating Agreement.
WHEREAS, in accordance with the terms of that certain Call Agreement dated
as of June 18, 2004, by and among Whitehall Street Global Real Estate Limited
Partnership ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Limited Partnership
▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Global Employee Fund 2001, L.P. (collectively,
"Whitehall") and Colony Resorts LVH Coinvestment Voteco, LLC ("Coinvestment
Voteco"), Coinvestment Voteco has assigned a portion of its Class A Membership
Units in the Company to Whitehall Voteco pursuant to an Assignment and
Assumption Agreement dated of even date herewith; and
WHEREAS, the Operating Agreement requires Whitehall Voteco, as a holder of
Class A Membership Units, to become a party to the Operating Agreement, and
Whitehall Voteco agrees to do so in accordance with the terms hereof.
NOW THEREFORE, intending to be legally bound, and for good and valuable
consideration the receipt and sufficiency of which is acknowledged, the
undersigned hereby agree as follows:
1. Whitehall Voteco agrees that, upon execution of this Joinder Agreement,
it shall become a party to the Operating Agreement and shall be fully bound by
all the terms and conditions of the Operating Agreement as though an original
party thereto and shall be deemed, and is hereby admitted as, a Member for all
purposes thereof. Without limiting the generality of the foregoing, Whitehall
Voteco hereby makes the representations, warranties and acknowledgements set
forth in Section 12 of the Operating Agreement.
2. Schedule A to the Operating Agreement is hereby deleted in its entirety,
and replaced with Schedule A attached hereto, effective as of the date hereof.
3. This Joinder Agreement may be executed in separate counterparts each of
which shall be an original and all of which taken together shall constitute one
and the same instrument.
[Signature page follows]
IN WITNESS WHEREOF, the undersigned have executed this Joinder Agreement as
of the date set forth in the introductory paragraph hereof.
Colony Resorts LVH Acquisitions, LLC, a
Nevada limited liability company
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Chief Executive Officer and
General Manager
Colony Resorts LVH Voteco, LLC, a
Delaware limited liability company
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
-----------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
Title: Sole Member
Colony Resorts LVH Coinvestment Voteco,
LLC, a Delaware limited liability
company
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
-----------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
Title: Member
WH/LVH Managers Voteco LLC, a Delaware
limited liability company
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Managing Member
Colony Resorts LVH Co-Investment
Partners, L.P., a Delaware limited
partnership
By: Colony Resorts LVH Co-Investment
Genpar, LLC, its General Partner
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
-----------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
Title: Sole Member
Colony Resorts LVH Holdings, LLC, a
Delaware limited liability company
By: Colony Investors VI, L.P., its sole
member
By: Colony Capital VI, L.P., its general
partner
By: ColonyGP VI, LLC, its general
partner
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
-----------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
Title: Sole Member
SCHEDULE A
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MEMBERSHIP UNITS, CAPITAL CONTRIBUTION AND CAPITAL ACCOUNT
FOR THE CLASS A MEMBERS AND CLASS B MEMBERS
CLASS A MEMBERSHIP UNITS
------------------------
----------------------- ---------------- ------------ ---------------
CLASS A CAPITAL
CLASS A MEMBER MEMBERSHIP UNITS CONTRIBUTION CAPITAL ACCOUNT
----------------------- ---------------- ------------ ---------------
Voteco 0.60 $60 $60
----------------------- ---------------- ------------ ---------------
Co-Investment Voteco 0.30 $90 $30
----------------------- ---------------- ------------ ---------------
Whitehall Voteco 0.60 $-0- $60*
----------------------- ---------------- ------------ ---------------
TOTAL 1.50 $150 $150
----------------------- ---------------- ------------ ---------------
* By succession from Co-Investment Voteco
CLASS B MEMBERSHIP UNITS
------------------------
----------------------- ---------------- ------------ ---------------
CLASS B CAPITAL INITIAL
CLASS B MEMBER MEMBERSHIP UNITS CONTRIBUTION CAPITAL ACCOUNT
----------------------- ---------------- ------------ ---------------
Holdings 600,000 $60,000,000 $60,000,000
----------------------- ---------------- ------------ ---------------
Co-Investment Partners 900,000 $90,000,000 $90,000,000
----------------------- ---------------- ------------ ---------------
TOTAL 1,500,000 $150,000,000 $150,000,000
----------------------- ---------------- ------------ ---------------
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