ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT, dated as of July 19, 2006, is
made by and between Colony Resorts LVH Coinvestment Voteco, LLC ("Assignor") and
WH/LVH Managers Voteco, LLC ("Assignee").
WITNESSETH:
WHEREAS, Assignor owns a 0.90 Class A Membership Units (the "Membership
Interest") in Colony Resorts LVH Acquisitions, LLC, a Nevada limited liability
company (the "Company") which is subject to that certain Amended and Restated
Limited Liability Company Agreement dated as of June 18, 2004, as amended (the
"Operating Agreement"); and
WHEREAS, Assignor desires to assign to Assignee all of its right, title and
interest in and to 0.60 Class A Membership Units (the "Assigned Interest"), and
Assignee wishes to accept such assignment.
NOW, THEREFORE, in consideration of the terms and covenants set forth
below, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. Assignment and Assumption.
a. Assignor hereby assigns to Assignee all right, title and interest
of Assignor in and to the Assigned Interest, free and clear of all liens and
encumbrances.
b. Assignee hereby accepts the Assigned Interest and assumes all of
Assignor's obligations relating to such Assigned Interest under the Operating
Agreement.
c. Assignee shall succeed to the capital account of Assignor relating
to the Assigned Interest.
2. Consent. By signing below, the parties each hereby consent, in their
capacity as a Member of the Company to the assignment described herein and
waives the provisions of Section 2(a) of that certain Transfer Restriction
Agreement dated as of June 18, 2004 among Xxxxxx X. Xxxxxxx, Xx., Xxxxxxxx X.
Xxxxx, Assignor, and Colony Resorts LVH Co-Investment Partners, L.P.
3. Cooperation. Assignor and Assignee agree to take such further action and
to execute such further documents and instruments as may be called for in this
Agreement or as may be reasonably requested by any party hereto to carry out the
intent of this Agreement, including executing a joinder to the Operating
Agreement adding Assignee as a party holding the Assigned Interest.
4. Amendments. This Agreement may not be changed, modified, discharged or
terminated orally or in any manner other than by an agreement in writing signed
by the parties hereto or their respective successors and assigns.
5. Successors and Assigns. This Agreement shall bind and benefit the
parties and their respective successors and assigns.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
date first set forth above.
COLONY RESORTS LVH COINVESTMENT
VOTECO, LLC
By: /s/ Xxxxxx X. Xxxxxxx, Xx.
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Name: Xxxxxx X. Xxxxxxx, Xx.
Title: Member
WH/LVH MANAGERS VOTECO LLC
By: /s/ Xxxxxxxx Xxxxxx
------------------------------------
Name: Xxxxxxxx Xxxxxx
Title: Managing Member
Acknowledged and Agreed for purposes of Section 2 only:
/s/ Xxxxxx X. Xxxxxxx, Xx.
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Xxxxxx X. Xxxxxxx, Xx.
/s/ Xxxxxxxx X. Xxxxx
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Xxxxxxxx X. Xxxxx
COLONY RESORTS LVH CO-INVESTMENT
PARTNERS, L.P.
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
