THE GOLDMAN SACHS GROUP, INC. GOLDMAN, SACHS & CO. 85 Broad Street 85 Broad Street New York, New York 10004 New York, New York 10004

EXHIBIT 24

THE XXXXXXX XXXXX GROUP, INC.	XXXXXXX, XXXXX & CO.
00 Xxxxx Xxxxxx	00 Xxxxx Xxxxxx
New York, New York 10004	New York, New York 10004

January 31, 2010

Xxxx Xxxx

Xxxxx Xxxxxxx

00 Xxxxx Xxxxxx

New York, New York· 10004

Re:           Colony Resorts LVH Acquisitions, LLC (the “Las Vegas Hilton”)

Gentlemen:

This letter will set forth the agreement between The Xxxxxxx Xxxxx Group, Inc. (“Gs Group”) and Xxxxxxx, Xxxxx & Co. (“GS&Co.” and, together with GS Group, “Goldman”) and Xxxx Xxxx and Xxxxx Xxxxxxx (collectively, the “Independent Managers”).

Goldman understands that Xx. Xxxx has agreed to acquire Xxxxxxxx Xxxxxx’x one-third (1/3) membership interest in WH/LVH Managers Voteco, LLC (“Voteco”), which owns forty percent (40%) of the Las Vegas Hilton (the “Voting Shares”), and that Xx. Xxxxxxx has agreed to acquire Xxxxx Xxxxxx’x one-third (1/3) membership interest in Voteco. Goldman further understands that the Independent Managers are making application to the Nevada Gaming Commission and other relevant regulatory authorities for approval to participate in the ownership and management of the gaming operations of the Las Vegas Hilton (the “Gaming Operations”) in connection with the acquisition of the Voting Shares.

Goldman agrees that it will not take any action to influence the Independent Managers in the exercise of their management or voting rights in respect of the Gaming Operations, and Goldman hereby authorizes the Independent Managers to exercise such rights independently of, and without consultation with, Goldman. Furthermore, GS&Co. agrees that it will not take such action in respect of the Gaming Operations in its role as investment advisor to Whitehall Street Global Real Estate Limited Partnership 2001, Whitehall Parallel Global Real Estate Limited Partnership 2001 and Whitehall Street Global Employee Fund 2001, L.P. (the “Employee Fund”), or in its role as manager of Whitehall Street Employee Funds 2001GP, L.L.C., the general partner of the Employee Fund.

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Re·: Colony Resorts LVH Acquisition, LLC (the “Las Vegas Hilton”)

If you are in agreement with the foregoing, please so indicate by signing and returning one copy of this letter, whereupon this letter will constitute our agreement with respect to the subject matter hereof.

Sincerely,

THE XXXXXXX XXXXX GROUP, INC.

By:  Xxxxx Xxxxxx

Name:  Xxxxx Xxxxxx

Title:  Chief Financial Officer

XXXXXXX, XXXXX & CO.

By:  Xxxxx Xxxxxx

Name:  Xxxxx Xxxxxx

Title:  Chief Financial Officer

AGREED AND ACCEPTED:

/s/ Xxxx Xxxx 

Xxxx Xxxx

/s/ Xxxxx Xxxxxxx 

Xxxxx Xxxxxxx