Exhibit 10.28
FLAG LUXURY RIV, LLC
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
May 29, 2007
Rivacq LLC
000 Xxxx Xxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Attention: Xxxxx Xxxxxxxxxx
XX0, LLC
c/o Torino Companies
0000 Xxxxx Xxxxx Xxxxxx
Xxx Xxxxx, XX 00000
Attention: Xxxxx Torino
Re: Allocation of Fee Under Option Agreement
----------------------------------------
Dear Xxxxx and Xxxxx:
Reference is made to the Agreement (the "Option Agreement"), dated March 21,
2007, among Riv Acquisition Holdings, Inc. ("RAH"), Triple Five Investco LLC
("Triple Five") and Dominion Financial LLC (together with Triple Five, "T5").
This will confirm that (i) each of Flag Luxury Riv, LLC ("Flag") and Rivacq LLC
("Rivacq") contributed 50% (or $1,150,000) of the aggregate payment of
$2,300,000 paid by RAH to T5 pursuant to the Option Agreement and, accordingly,
(ii) each of Flag and Rivacq are entitled to the beneficial ownership of 50% of
any shares of Riviera Holdings Corporation that RAH may acquire from T5 upon
exercise of the option under the Option Agreement.
Please sign below to indicate your acknowledgment of the foregoing.
Very truly yours,
FLAG LUXURY RIV, LLC
By:/s/ Xxxx Xxxxxxx
-----------------------------------------
Name: Xxxx Xxxxxxx
Title: President
Acknowledged and Agreed:
RIVACQ LLC
By: SOF U.S. Hotel Co-Invest Holdings,
L.L.C.
By: SOF-VII U.S. Hotel Holdings, L.L.C.
By: /s/ Xxxxx X. Xxxxxxxxxx
----------------------------
Name: Xxxxx X. Xxxxxxxxxx
Title: Chief Executive Officer
By: I-1/I-2 U.S. Holdings, L.L.C.
By: /s/ Xxxxx X. Xxxxxxxxxx
----------------------------
Name: Xxxxx X. Xxxxxxxxxx
Title: Chief Executive Officer
RH1, LLC
By: Flag Leisure Group, LLC
Its sole member
By: /s/ Xxxx Xxxxxxx
----------------------------
Name: Xxxx Xxxxxxx
Title: President
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