Exhibit 99.1
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 November 21, 2006, by and among Xxxxxxxx
X. Xxxxx ("Xxxxx") 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 Option Agreement
dated as of June 18, 2004, by and between Colony Resorts LVH Holdings, LLC
("Colony"), Colony Resorts LVH VoteCo, LLC ("VoteCo") and Xxxxxxxx X. Xxxxx
("Ribis"), Ribis has acquired certain Membership Units in the Company; and
WHEREAS, the Operating Agreement requires Ribis, as a holder of Membership
Units, to become a party to the Operating Agreement, and Ribis 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. Ribis agrees that, upon execution of this Joinder Agreement, he 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, Ribis 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.
/s/ Xxxxxxxx X. Xxxxx
--------------------------------------------
Xxxxxxxx X. Xxxxx
Colony Resorts LVH Acquisitions, LLC, a Nevada
limited liability company
By: /s/ Xxxxxxx Xxxxxx
-----------------------------------------------
Name: Xxxxxxx Xxxxxx
Title: Chief Executive Officer and General Manager
Colony Resorts LVH Voteco, LLC, a Delaware limited
liability company
By: /s/ Xxxxxx X. Xxxxxxx, Xx
-----------------------------------------------
Name: Xxxxxx X. Xxxxxxx, Xx.
Title: Sole Member
Colony Resorts LVH Coinvestment Voteco, LLC, a
Delaware limited liability company
By: /s/ Xxxxxx X. Xxxxxxx, Xx
-----------------------------------------------
Name: Xxxxxx X. Xxxxxxx, Xx.
Title: Member
WH/LVH Managers Voteco LLC, a Delaware limited
liability company
By: /s/ Xxxxxxxx Xxxxxx
-----------------------------------------------
Name: Xxxxxxxx Xxxxxx
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/ Xxxxxx X. Xxxxxxx, Xx
-----------------------------------------------
Name: Xxxxxx X. Xxxxxxx, Xx.
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/ Xxxxxx X. Xxxxxxx, Xx
-----------------------------------------------
Name: Xxxxxx X. Xxxxxxx, Xx.
Title: Sole Member
SCHEDULE A
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MEMBERSHIP UNITS AND INITIAL CAPITAL CONTRIBUTION
FOR THE CLASS A MEMBERS AND CLASS B MEMBERS
CLASS A MEMBERSHIP UNITS
----------------------------------- -------------------------- -------------------------------
CLASS A INITIAL CAPITAL CONTRIBUTION
CLASS A MEMBER MEMBERSHIP UNITS
----------------------------------- -------------------------- -------------------------------
Voteco 0.585 $60
----------------------------------- -------------------------- -------------------------------
Xxxxxxxx X. Xxxxx 0.015 $-0-
----------------------------------- -------------------------- -------------------------------
Co-Investment Voteco 0.30 $90
----------------------------------- -------------------------- -------------------------------
Whitehall Voteco 0.60 $-0-
----------------------------------- -------------------------- -------------------------------
TOTAL 1.50 $150
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CLASS B MEMBERSHIP UNITS
---------------------------------- --------------------------- -----------------------------
CLASS B
CLASS B MEMBER MEMBERSHIP UNITS INITIAL CAPITAL CONTRIBUTION
------------------------------------ -------------------------- -----------------------------
Holdings 585,000 $60,000,000
----------------------------------- -------------------------- ------------------------------
Xxxxxxxx X. Xxxxx 15,000 $-0-
----------------------------------- -------------------------- ------------------------------
Co-Investment Partners 900,000 $90,000,000
----------------------------------- -------------------------- ------------------------------
TOTAL 1,500,000 $150,000,000
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