FORM OFLimited Liability Company Agreement • March 15th, 2004 • Colony Resorts LVH Acquisitions LLC • Nevada
EXECUTION COPY COLONY RESORTS LVH ACQUISITIONS, LLC EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as of the 9th day of March, 2004 by and between COLONY RESORTS LVH ACQUISITIONS, LLC, a Nevada limited...Employment Agreement • March 15th, 2004 • Colony Resorts LVH Acquisitions LLC • Nevada
WITNESSETH:Limited Liability Company Agreement • March 15th, 2004 • Colony Resorts LVH Acquisitions LLC • Nevada
EXECUTION COPY COLONY RESORTS LVH ACQUISITIONS, LLC EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as of the 9th day of March, 2004 by and between COLONY RESORTS LVH ACQUISITIONS, LLC, a Nevada limited...Employment Agreement • March 15th, 2004 • Colony Resorts LVH Acquisitions LLC • Nevada
Exhibit 10.1 DEPOSIT ESCROW AGREEMENT DEPOSIT ESCROW AGREEMENT (this "Deposit Escrow Agreement"), dated as of December 24, 2003, by and between LVH Corporation, a Nevada corporation ("Seller"), Colony Resorts LVH Acquisitions, LLC, a Nevada limited...Deposit Escrow Agreement • March 15th, 2004 • Colony Resorts LVH Acquisitions LLC • New York
FORM OF -------Transfer Restriction Agreement • March 15th, 2004 • Colony Resorts LVH Acquisitions LLC • New York
EXECUTION COPY COLONY RESORTS LVH ACQUISITIONS, LLC EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as of the 9th day of March, 2004 by and between COLONY RESORTS LVH ACQUISITIONS, LLC, a Nevada limited...Employment Agreement • March 15th, 2004 • Colony Resorts LVH Acquisitions LLC • Nevada
by and amongPurchase and Sale Agreement • March 15th, 2004 • Colony Resorts LVH Acquisitions LLC • New York
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:
Colony Resorts LVH Acquisitions, LLC 1999 Avenue of the Stars Suite 1200 Los Angeles, CaliforniaColony Resorts LVH Acquisitions LLC • March 15th, 2004
AMENDED AND RESTATED JOINT MARKETING AGREEMENTJoint Marketing Agreement • May 16th, 2005 • Colony Resorts LVH Acquisitions LLC • Hotels & motels • New Jersey
THIS AMENDED AND RESTATED JOINT MARKETING AGREEMENT (this “Agreement”) is made as of this 26th day of April 2005, by and among Resorts International Hotel, Inc., a New Jersey corporation having a place of business at 1133 Boardwalk, Atlantic City, New Jersey 08401 (“RIH”), Colony Resorts LVH Acquisitions, LLC, a Nevada limited liability company having a place of business at The Las Vegas Hilton, 3000 Paradise Road, Las Vegas, Nevada 89109 (“LVH”) and Resorts International Holdings, LLC, a Delaware limited liability company (“RIH Resorts,” and together with the direct and indirect subsidiaries of RIH Resorts set forth on Schedule A hereto, “Resorts”), having places of business at Resorts East Chicago, 777 Harrah’s Boulevard, East Chicago, Indiana 46312, Resorts Tunica, 1100 Casino Strip Boulevard, Robinsonville, Mississippi 38664, The Atlantic City Hilton, Boston Avenue & The Boardwalk, Atlantic City, New Jersey 08401 and Bally’s Tunica, 1450 Bally’s Boulevard, Robinsonville, Mississipp
LOAN AGREEMENT Dated as of May 11, 2006 between COLONY RESORTS LVH ACQUISITIONS, LLC as Borrower, and GOLDMAN SACHS COMMERCIAL MORTGAGE CAPITAL, L.P. as Lender Secured by: The Las Vegas Hilton Las Vegas, NevadaLoan Agreement • May 22nd, 2006 • Colony Resorts LVH Acquisitions LLC • Hotels & motels • New York
LOAN AGREEMENT, dated as of May 11, 2006 (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 GOLDMAN SACHS COMMERCIAL MORTGAGE CAPITAL, L.P., a Delaware limited partnership, having an address at 600 East Las Colinas Boulevard, Suite 450, Irving, Texas 75039, as lender.
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.
SERVICES AGREEMENTServices Agreement • August 13th, 2004 • Colony Resorts LVH Acquisitions LLC • Hotels & motels • New York
SERVICES AGREEMENT, dated as of June 18, 2004 (this “Agreement”), between RESORTS INTERNATIONAL HOTEL AND CASINO, INC., a Delaware corporation (f/k/a Colony RIH Acquisitions, Inc.) (“Resorts”) and COLONY RESORTS LVH ACQUISITIONS, LLC, a Nevada limited liability company (“LVH”).
Amended and Restated Joint Services AgreementJoint Services Agreement • March 30th, 2007 • Colony Resorts LVH Acquisitions LLC • Hotels & motels • New Jersey
THIS AMENDED AND RESTATED JOINT SERVICES AGREEMENT (this “Agreement”) is made as of this 26th day of April 2005, by and among Resorts International Hotel, Inc., a New Jersey corporation (“RIH”) having a place of business at 1133 Boardwalk, Atlantic City, New Jersey 08401, Colony Resorts LVH Acquisitions, LLC, a Nevada limited liability company (“LVH”) having a place of business at The Las Vegas Hilton, 3000 Paradise Road, Las Vegas, Nevada 89109 and Resorts International Holdings, LLC, a Delaware limited liability company (“RIH Resorts,” and together with the direct and indirect subsidiaries of RIH Resorts set forth on Schedule A hereto, “Resorts”), having places of business at Resorts East Chicago, 777 Harrah’s Boulevard, East Chicago, Indiana 46312, Resorts Tunica, 1100 Casino Strip Boulevard, Robinsonville, Mississippi 38664, The Atlantic City Hilton, Boston Avenue & The Boardwalk, Atlantic City, New Jersey 08401 and Bally’s Tunica, 1450 Bally’s Boulevard, Robinsonville, Mississippi
JOINT MARKETING AGREEMENTJoint Marketing Agreement • August 13th, 2004 • Colony Resorts LVH Acquisitions LLC • Hotels & motels • New Jersey
THIS JOINT MARKETING AGREEMENT (this “Agreement”) is made as of this 18th day of June 2004, by and between Resorts International Hotel, Inc., a New Jersey corporation having a place of business at 1133 Boardwalk, Atlantic City, New Jersey 08401(“RIH”) and Colony Resorts LVH Acquisitions, LLC, a Nevada limited liability company having a place of business at The Las Vegas Hilton, 3000 Paradise Road, Las Vegas, Nevada 89109 (“LVH”).
COLONY RESORTS LVH ACQUISITIONS, LLC EMPLOYMENT AGREEMENTEmployment Agreement • June 17th, 2004 • Colony Resorts LVH Acquisitions LLC • Hotels & motels • Nevada
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of the 12th day of April, 2004 by and between COLONY RESORTS LVH ACQUISITIONS, LLC, a Nevada limited liability company (the “Company”), and Bob Stewart (“Executive”).
JOINT SERVICES AGREEMENTJoint Services Agreement • August 13th, 2004 • Colony Resorts LVH Acquisitions LLC • Hotels & motels • New Jersey
THIS JOINT SERVICES AGREEMENT (this “Agreement”) is made as of this 18th day of June 2004, by and between Resorts International Hotel, Inc., a New Jersey corporation having a place of business at 1133 Boardwalk, Atlantic City, New Jersey 08401(“RIH”) and Colony Resorts LVH Acquisitions, LLC, a Nevada limited liability company having a place of business at The Las Vegas Hilton, 3000 Paradise Road, Las Vegas, Nevada 89109 (“LVH”).
THIRD ADDENDUM TO EMPLOYMENT AGREEMENTEmployment Agreement • May 14th, 2010 • Colony Resorts LVH Acquisitions LLC • Hotels & motels
This Third Addendum to Employment Agreement (“Third Addendum”) is made and entered into as of this 24th day of February, 2010, by and between Colony Resorts LVH Acquisitions, LLC, a Nevada limited liability company (the “Company”) and Kenneth M. Ciancimino (“Executive”).
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.
AMENDED AND RESTATED LICENSE AGREEMENTAmended and Restated License Agreement • January 5th, 2009 • Colony Resorts LVH Acquisitions LLC • Hotels & motels • Nevada
THIS LICENSE AGREEMENT (this “Agreement”) is made and entered into as of January 1, 2009 (the “Effective Date”) by and between HLT EXISTING FRANCHISE HOLDING LLC, a Delaware limited liability company (“Hilton”), and COLONY RESORTS LVH ACQUISITONS, L.L.C., a Nevada limited liability company (“Resorts”).
SALE RIGHT AGREEMENTSale Right Agreement • August 13th, 2004 • Colony Resorts LVH Acquisitions LLC • Hotels & motels • Delaware
THIS AGREEMENT (the “Agreement”) is made as of the 18th day of June 2004 by and among Colony Resorts LVH Acquisitions, LLC, a Nevada limited liability company (“Acquisition LLC”), Colony Resorts LVH Voteco, LLC, a Delaware limited liability company, Colony Resorts LVH Coinvestment Voteco, LLC, a Delaware limited liability company, Colony Resorts LVH Co-Investment Partners, L.P., a Delaware limited partnership (the “Partnership”) and Colony Resorts LVH Holdings, LLC, a Delaware limited liability company (“Holdings”).
VICE CHAIRMAN AGREEMENTVice Chairman Agreement • August 13th, 2004 • Colony Resorts LVH Acquisitions LLC • Hotels & motels • New York
EMPLOYMENT AGREEMENTEmployment Agreement • September 14th, 2009 • Colony Resorts LVH Acquisitions LLC • Hotels & motels • Nevada
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of September 8, 2009, by and between COLONY RESORTS LVH ACQUISITIONS, LLC, a Nevada limited liability company, d/b/a Las Vegas Hilton (the “Company”), and DAVID MONAHAN (“Executive”).
FIRST AMENDMENT TO LOAN AGREEMENT AND OMNIBUS LOAN MODIFICATION AGREEMENT Dated as of August 14, 2009 Between COLONY RESORTS LVH ACQUISITIONS, LLC, as Borrower, and GOLDMAN SACHS MORTGAGE COMPANY, as Lender Secured by; The Las Vegas Hilton Las Vegas,...Modification Agreement • August 19th, 2009 • Colony Resorts LVH Acquisitions LLC • Hotels & motels • New York
THIS FIRST AMENDMENT TO LOAN AGREEMENT AND OMNIBUS LOAN MODIFICATION AGREEMENT (this “Amendment”), dated as of August 14, 2009 (the “Effective Date”), between COLONY RESORTS LVH ACQUISITIONS, LLC, a Nevada limited liability company, as borrower (“Borrower”) and GOLDMAN SACHS MORTGAGE COMPANY, a New York limited partnership, as lender (“Lender”).
ADDENDUM TO EMPLOYMENT AGREEMENTEmployment Agreement • August 13th, 2004 • Colony Resorts LVH Acquisitions LLC • Hotels & motels
WHEREAS, pursuant to a separate agreement by and among Thomas Page, an individual (“Page”), Colony Resorts LVH Acquisitions, LLC, a Nevada limited liability company (“Colony”), and LVH Corporation, a Nevada corporation (“LVH”), entitled Understanding and Agreement, which is attached hereto as Exhibit “B”, shall be assigned to Colony and that Page’s employment shall continue to be governed by the terms of the Agreement, subject only to the modifications expressly set forth in this Addendum, with such modifications being effective upon Colony’s purchase of the Las Vegas Hilton, located at 3000 Paradise Road, Las Vegas, Nevada (“Effective Date”).
SECOND ADDENDUM TO EMPLOYMENT AGREEMENTEmployment Agreement • March 26th, 2009 • Colony Resorts LVH Acquisitions LLC • Hotels & motels
This Second Addendum to Employment Agreement (“Second Addendum”) is made and entered into as of this 8th day of December, 2008, by and between Colony Resorts LVH Acquisitions, LLC, a Nevada limited liability company (the “Company”) and Kenneth M. Ciancimino (“Executive”).
AMENDED AND RESTATED JOINT MARKETING AGREEMENTJoint Marketing Agreement • March 30th, 2007 • Colony Resorts LVH Acquisitions LLC • Hotels & motels • New Jersey
THIS AMENDED AND RESTATED JOINT MARKETING AGREEMENT (this “Agreement”) is made as of this 26th day of April 2005, by and between Resorts International Hotel, Inc., a New Jersey corporation having a place of business at 1133 Boardwalk, Atlantic City, New Jersey 08401 (“RIH”), Colony Resorts LVH Acquisitions, LLC, a Nevada limited liability company having a place of business at The Las Vegas Hilton, 3000 Paradise Road, Las Vegas, Nevada 89109 (“LVH”) and Resorts International Holdings, LLC, a Delaware limited liability company (“RIH Resorts,” and together with the direct and indirect subsidiaries of RIH Resorts set forth on Schedule A hereto, “Resorts”), having places of business at Resorts East Chicago, 777 Harrah’s Boulevard, East Chicago, Indiana 46312, Resorts Tunica, 1100 Casino Strip Boulevard, Robinsonville, Mississippi 38664, The Atlantic City Hilton, Boston Avenue & The Boardwalk, Atlantic City, New Jersey 08401 and Bally’s Tunica, 1450 Bally’s Boulevard, Robinsonville, Mississi
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”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 14th, 2007 • Colony Resorts LVH Acquisitions LLC • Hotels & motels • Nevada
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of October 15, 2007, by and between COLONY RESORTS LVH ACQUISITIONS, LLC, a Nevada limited liability company d/b/a Las Vegas Hilton (the “Company”), and JOSEPH DEROSA (“Executive”).
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”).
AMENDMENT NO. 1 TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF COLONY RESORTS LVH ACQUISITIONS, LLC, A NEVADA LIMITED LIABILITY COMPANYLimited Liability Company Agreement • August 13th, 2004 • Colony Resorts LVH Acquisitions LLC • Hotels & motels
This Amendment (the “Amendment”) to the Amended and Restated Limited Liability Company Agreement of Colony Resorts LVH Acquisitions, LLC, a Nevada limited liability company (the “Company”), dated July 23, 2004, by and among the Company, 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”) and Colony Resorts LVH Coinvestment Voteco, LLC, a Delaware limited liability company (“Coinvestment Voteco” and together with the Company, Holdings, Co-Investment Partners and Voteco the “Members”) (the “Operating Agreement”). Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the Operating Agreement.
SECOND ADDENDUM TO EMPLOYMENT AGREEMENTEmployment Agreement • March 26th, 2009 • Colony Resorts LVH Acquisitions LLC • Hotels & motels
This Second Addendum to Employment Agreement (“Second Addendum”) is made and entered into as of this 8th day of December, 2008, by and between Colony Resorts LVH Acquisitions, LLC, a Nevada limited liability company (the “Company”) and Robert E. Schaffhauser (“Executive”).
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.
ADDENDUM TO EMPLOYMENT AGREEMENTEmployment Agreement • August 14th, 2006 • Colony Resorts LVH Acquisitions LLC • Hotels & motels
This Addendum to Employment Agreement (“Addendum”) is made and entered into as of this 28th day of April, 2006, by and between Colony Resorts LVH Acquisitions, LLC, a Nevada limited liability company (the “Company”) and Robert E. Schaffhauser (“Executive”).
