TRANSFER RESTRICTION AGREEMENTTransfer Restriction Agreement • July 31st, 2006 • WH/LVH Managers Voteco L.L.C. • Hotels & motels • New York
This Transfer Restriction Agreement (this “Agreement”) is made as of July 19, 2006 among Stuart Rothenberg (“Mr. Rothenberg”), Brahm Cramer (“Mr. Cramer”) and Jonathan Langer (“Mr. Langer”) and together with Mr. Rothenberg and Mr. Cramer, the “WH/LVH Voteco Members”), WH/LVH Managers Voteco LLC, a Delaware limited liability company (“WH/LVH Voteco”), and Colony Resorts LVH Co-Investment Partners, L.P. (“Co-Investment Partners”), a Delaware limited partnership.
CALL AGREEMENTCall Agreement • July 31st, 2006 • WH/LVH Managers Voteco L.L.C. • Hotels & motels • Delaware
This CALL AGREEMENT (the “Agreement”), dated as of June 18, 2004 is made by and among Whitehall Street Global Real Estate Limited Partnership 2001, located at 85 Broad Street, New York, New York 10004, Whitehall Parallel Global Real Estate Limited Partnership 2001, located at 85 Broad Street, New York, New York 10004, Whitehall Street Global Employee Fund 2001, L.P., located at 85 Broad Street, New York, New York 10004 (collectively “Whitehall”) and Colony Resorts LVH CoInvestment Voteco, LLC (the “Coinvestment Voteco”), located at 1999 Avenue of the Stars, Suite 1200, Los Angeles, California 90067.
THE GOLDMAN SACHS GROUP, INC. 85 Broad Street New York, New York 10004 GOLDMAN, SACHS & CO. 85 Broad Street New York, New York 10004Management Agreement • July 31st, 2006 • WH/LVH Managers Voteco L.L.C. • Hotels & motels
This letter will set forth the agreement between The Goldman Sachs Group, Inc. (“GS Group”) and Goldman, Sachs & Co. (“GS&Co.” and, together with GS Group, “Goldman”) and Stuart M. Rothenberg, Brahm Cramer and Jonathan Langer (collectively, the “Independent Managers”).
Joint Filing AgreementJoint Filing Agreement • July 31st, 2006 • WH/LVH Managers Voteco L.L.C. • Hotels & motels
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the persons named below agrees to the joint filing on behalf of each of them of a Statement on Schedule 13D (including amendments thereto) with respect to Class A Membership Units of Colony Resorts LVH Acquisitions, LLC, a Nevada limited liability company, and further agrees that this Joint Filing Agreement be included as an exhibit to such filings, provided that, as contemplated by Section 13d-1(k)(1)(ii), no person shall be responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. The Joint Filing Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
