COLONY RESORTS LVH ACQUISITIONS, LLC SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 28th, 2004 • Colony Resorts LVH Acquisitions LLC • Hotels & motels • Delaware
Colony Resorts LVH VoteCo, LLC, a Delaware limited liability company (the “Investor”) hereby agrees with Colony Resorts LVH Acquisitions, LLC., a Nevada limited liability company (the “Company”), as follows:
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT COLONY RESORTS LVH ACQUISITIONS, LLC, A NEVADA LIMITED LIABILITY COMPANY June 18, 2004Limited Liability Company Agreement • June 28th, 2004 • Colony Resorts LVH Acquisitions LLC • Hotels & motels • Nevada
This Amended and Restated Limited Liability Company Agreement (this “Agreement”) of Colony Resorts LVH Acquisitions, LLC, a Nevada limited liability company (the “Company”), is entered into as of June 18, 2004, by and among Colony Resorts LVH Holdings, LLC, a Delaware limited liability company (“Holdings”), Colony Resorts LVH Co-Investment Partners, L.P., a Delaware limited partnership (“Co-Investment Partners”), Colony Resorts LVH Voteco, LLC, a Delaware limited liability company (“Voteco”), Colony Resorts LVH Coinvestment Voteco, LLC, a Delaware limited liability company (“Coinvestment Voteco”). Capitalized terms used in this Agreement are defined in Article II.
LOAN AGREEMENT Dated as of June 18, 2004 between COLONY RESORTS LVH ACQUISITIONS, LLC as Borrower, and ARCHON FINANCIAL, L.P., as Lender Secured by: The Las Vegas Hilton Las Vegas, NevadaLoan Agreement • June 28th, 2004 • Colony Resorts LVH Acquisitions LLC • Hotels & motels • New York
LOAN AGREEMENT, dated as of June 18, 2004 (as amended, restated, replaced, supplemented or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), between Colony Resorts LVH Acquisitions, LLC, a Nevada limited liability company, having an address at 3000 Paradise Road, Las Vegas, Nevada 89109, as borrower, and Archon Financial, L.P., a Delaware limited partnership, having an address at 600 East Las Colinas Boulevard, Suite 450, Irving, Texas 75039, as lender.
TRANSFER RESTRICTION AGREEMENTTransfer Restriction Agreement • June 28th, 2004 • Colony Resorts LVH Acquisitions LLC • Hotels & motels • New York
This Transfer Restriction Agreement (this “Agreement”) is made as of June 18, 2004 among Thomas J. Barrack, Jr. (“Mr. Barrack” or the “VoteCo Member”), Colony Resorts LVH VoteCo, LLC, a Delaware limited liability company (“VoteCo”), and Colony Resorts LVH Holdings, LLC (“Colony”), a Delaware limited liability company and a wholly owned subsidiary of Colony Investors VI, L.P., a Delaware limited partnership (“Colony VI”).
LICENSE AGREEMENTLicense Agreement • June 28th, 2004 • Colony Resorts LVH Acquisitions LLC • Hotels & motels • Nevada
THIS LICENSE AGREEMENT (this “Agreement”) is made and entered into as of this 18th day of June, 2004, by and between HILTON INNS, INC., a Delaware corporation (“Hilton”), and COLONY RESORTS LVH ACQUISITIONS, L.L.C., a Nevada limited liability company (“Resorts”).
TRANSFER RESTRICTION AGREEMENTTransfer Restriction Agreement • June 28th, 2004 • Colony Resorts LVH Acquisitions LLC • Hotels & motels • New York
This Transfer Restriction Agreement (this “Agreement”) is made as of June 18, 2004 among Thomas J. Barrack, Jr. (“Mr. Barrack”), Nicholas L. Ribis (“Mr. Ribis”, and together with Mr. Barrack, the “Coinvestment VoteCo Members”), Colony Resorts LVH Coinvestment VoteCo, LLC, a Delaware limited liability company (“Coinvestment VoteCo”), and Colony Resorts LVH Co-Investment Partners, L.P. (“Co-Investment Partners”), a Delaware limited partnership.
