-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EwWuI2ftoH+PlNgxZBEQKiPW/zNDOW5PcxDXwB6YdocAvBikqOFqClKVIw2E5Sw2 Kp5uu6TmLEVjyK4k34QYnw== 0001169232-08-004526.txt : 20081201 0001169232-08-004526.hdr.sgml : 20081201 20081201122203 ACCESSION NUMBER: 0001169232-08-004526 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 8 FILED AS OF DATE: 20081201 DATE AS OF CHANGE: 20081201 GROUP MEMBERS: DEREK J. STEVENS GROUP MEMBERS: GREGORY J. STEVENS GROUP MEMBERS: THE DEREK J. STEVENS TRUST GROUP MEMBERS: THE GREGORY J. STEVENS TRUST SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RIVIERA HOLDINGS CORP CENTRAL INDEX KEY: 0000899647 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 880296885 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-50785 FILM NUMBER: 081221372 BUSINESS ADDRESS: STREET 1: 2901 LAS VEGAS BLVD SOUTH CITY: LAS VEGAS STATE: NV ZIP: 89109 BUSINESS PHONE: 7027345110 MAIL ADDRESS: STREET 1: 2901 LAS VEGAS BLVD S CITY: LAS VEGAS STATE: NV ZIP: 89109 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Desert Rock Enterprises LLC CENTRAL INDEX KEY: 0001375152 IRS NUMBER: 203404082 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 3960 HOWARD HUGHES PARKWAY STREET 2: SUITE 562 CITY: LAS VEGAS STATE: NV ZIP: 89109 BUSINESS PHONE: 702-990-3558 MAIL ADDRESS: STREET 1: 3960 HOWARD HUGHES PARKWAY STREET 2: SUITE 562 CITY: LAS VEGAS STATE: NV ZIP: 89109 SC 13D/A 1 d75519_sc13d-a.txt AMENDMENT NO. 4 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Amendment No. 4 --------------------------------------------------------------- RIVIERA HOLDINGS CORPORATION (Name of Issuer) --------------------------------------------------------------- Common Stock (Title of Class of Securities) --------------------------------------------------------------- 769627 10 0 (CUSIP Number) --------------------------------------------------------------- D. Kerry Crenshaw, Esq. Clark Hill PLC 500 Woodward Avenue, Suite 3500 Detroit, MI 48226-3435 (313) 965-8266 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) --------------------------------------------------------------- November 19, 2008 (Date of Event Which Requires Filing of This Statement) ================================================================================ If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: [ ] Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7 for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 769627 10 0 - -------------------------------------------------------------------------------- (1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons DESERT ROCK ENTERPRISES LLC I.R.S. Identification No.: 20-3404082 - -------------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group (See Instructions).... (a)............................................................. (b)..X............................................................ - -------------------------------------------------------------------------------- (3) SEC Use Only .................................................... - -------------------------------------------------------------------------------- (4) Source of Funds (See Instructions) WC - -------------------------------------------------------------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) - -------------------------------------------------------------------------------- (6) Citizenship or Place of Organization Nevada, United States of America - -------------------------------------------------------------------------------- Number of Shares Beneficially Owned by Each Reporting Person With: (7) Sole Voting Power 1,109,914 - -------------------------------------------------------------------------------- (8) Shared Voting Power 1,109,914 - -------------------------------------------------------------------------------- (9) Sole Dispositive Power 1,109,914 - -------------------------------------------------------------------------------- (10) Shared Dispositive Power 1,109,914 - -------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 1,109,914 - -------------------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) - -------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 8.88% - -------------------------------------------------------------------------------- (14) Type of Reporting Person (See Instructions) OO CUSIP No. 769627 10 0 - -------------------------------------------------------------------------------- (1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons The Derek J. Stevens Trust under agreement dated July 16, 1993 - -------------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group (See Instructions)....... (a)........................................................... (b)..X.......................................................... - -------------------------------------------------------------------------------- (3) SEC Use Only .................................................. - -------------------------------------------------------------------------------- (4) Source of Funds (See Instructions) WC - -------------------------------------------------------------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) - -------------------------------------------------------------------------------- (6) Citizenship or Place of Organization United States of America - -------------------------------------------------------------------------------- Number of Shares Beneficially Owned by Each Reporting Person With: (7) Sole Voting Power 167,000 - -------------------------------------------------------------------------------- (8) Shared Voting Power 1,276,914 - -------------------------------------------------------------------------------- (9) Sole Dispositive Power 167,000 - -------------------------------------------------------------------------------- (10) Shared Dispositive Power 1,276,914 - -------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 1,276,914 - -------------------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) - -------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 10.21% - -------------------------------------------------------------------------------- (14) Type of Reporting Person (See Instructions) OO CUSIP No. 769627 10 0 - -------------------------------------------------------------------------------- (1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons Derek J. Stevens (as trustee of the Derek J. Stevens Trust under agreement dated July 16, 1993) - -------------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group (See Instructions)...... (a)............................................................ (b)..X........................................................... - -------------------------------------------------------------------------------- (3) SEC Use Only .................................................. - -------------------------------------------------------------------------------- (4) Source of Funds (See Instructions) not applicable - -------------------------------------------------------------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) - -------------------------------------------------------------------------------- (6) Citizenship or Place of Organization United States of America - -------------------------------------------------------------------------------- Number of Shares Beneficially Owned by Each Reporting Person With: (7) Sole Voting Power 167,000 - -------------------------------------------------------------------------------- (8) Shared Voting Power 1,276,914 - -------------------------------------------------------------------------------- (9) Sole Dispositive Power 167,000 - -------------------------------------------------------------------------------- (10) Shared Dispositive Power 1,276,914 - -------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 1,276,914 - -------------------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) - -------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 10.21% - -------------------------------------------------------------------------------- (14) Type of Reporting Person (See Instructions) IN CUSIP No. 769627 10 0 - -------------------------------------------------------------------------------- (1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons The Gregory J. Stevens Trust under agreement dated September 20, 1995 - -------------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group (See Instructions)..... (a)............................................................. (b)..X............................................................. - -------------------------------------------------------------------------------- (3) SEC Use Only ..................................................... - -------------------------------------------------------------------------------- (4) Source of Funds (See Instructions) not applicable - -------------------------------------------------------------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) - -------------------------------------------------------------------------------- (6) Citizenship or Place of Organization United States of America - -------------------------------------------------------------------------------- Number of Shares Beneficially Owned by Each Reporting Person With: (7) Sole Voting Power 90,000 - -------------------------------------------------------------------------------- (8) Shared Voting Power 1,199,914 - -------------------------------------------------------------------------------- (9) Sole Dispositive Power 90,000 - -------------------------------------------------------------------------------- (10) Shared Dispositive Power 1,199,914 - -------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 1,199,914 - -------------------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) - -------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 9.6% - -------------------------------------------------------------------------------- (14) Type of Reporting Person (See Instructions) OO CUSIP No. 769627 10 0 - -------------------------------------------------------------------------------- (1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons Gregory J. Stevens (as trustee of the Gregory J. Stevens Trust under agreement dated September 20, 1995) - -------------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group (See Instructions)..... (a)............................................................ (b)..X........................................................... - -------------------------------------------------------------------------------- (3) SEC Use Only .................................................. - -------------------------------------------------------------------------------- (4) Source of Funds (See Instructions) not applicable - -------------------------------------------------------------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) - -------------------------------------------------------------------------------- (6) Citizenship or Place of Organization United States of America - -------------------------------------------------------------------------------- Number of Shares Beneficially Owned by Each Reporting Person With: (7) Sole Voting Power 90,000 - -------------------------------------------------------------------------------- (8) Shared Voting Power 1,199,914 - -------------------------------------------------------------------------------- (9) Sole Dispositive Power 90,000 - -------------------------------------------------------------------------------- (10) Shared Dispositive Power 1,199,914 - -------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 1,199,914 - -------------------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) - -------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 9.6% - -------------------------------------------------------------------------------- (14) Type of Reporting Person (See Instructions) IN Item 1. Security and Issuer No material change. The class of equity securities to which this statement on Schedule 13D (the "Statement") relates is the common stock, par value $0.001 per share (the "Common Stock"), of Riviera Holdings Corporation, a Nevada corporation (the "Issuer"), and is being filed pursuant to Rule 13d-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The principal executive offices of the Issuer are located at 2901 Las Vegas Boulevard South, Las Vegas, Nevada 89109. Item 2. Identity and Background This Amendment No. 4 amends the Schedule 13D (the "Schedule 13D") filed with the Securities and Exchange Commission on September 22, 2006, Amendment No. 1 to Schedule 13D filed with the Securities and Exchange Commission on November 9, 2006 ("Amendment No. 1"), Amendment No. 2 to Schedule 13D filed with the Securities Exchange Commission on February 14, 2007 ("Amendment No.2") and Amendment No. 3 to Schedule 13D filed with the Securities and Exchange Commission on August 13, 2007 ("Amendment No. 3", and collectively with the Schedule 13D and Amendment No. 1 and Amendment No. 2, the "Schedule 13D Filings"), all on behalf of Desert Rock Enterprises LLC, a Nevada limited liability company ("Desert Rock"), the Derek J. Stevens Trust, under agreement dated July 16, 1993 (a trust formed under the laws of the State of Michigan for the sole benefit of Derek J. Stevens, the "Derek J. Stevens Trust"), Derek J. Stevens, as trustee of the Derek J. Stevens Trust, the Gregory J. Stevens Trust, under agreement dated September 20, 1995 (a trust formed under the laws of the State of Michigan for the sole benefit of Gregory J. Stevens, the "Gregory J. Stevens Trust") and Gregory J. Stevens, as trustee of the Gregory J. Stevens Trust, with respect to the Common Stock of the Issuer. The five persons are collectively referred to as the "Reporting Persons". The Reporting Persons are filing jointly and the agreement among the Reporting Persons to file jointly is attached as Exhibit 6 hereto, and incorporated by reference herein. Except as specifically provided herein, this Amendment No. 4 does not modify any of the information reported in the Schedule 13D Filings. Capitalized terms used but not otherwise defined herein shall have the meanings heretofore ascribed to them in the Schedule 13D Filings. The principal office of Desert Rock is 3960 Howard Hughes Parkway, Suite 562, Las Vegas, Nevada 89109. The business address of Derek J. Stevens, the Derek J. Stevens Trust, Gregory J. Stevens the Gregory J. Stevens Trust is 21777 Hoover Road, Warren, MI 48089, United States of America. The principal business of Desert Rock is that of a limited liability company, currently focusing on the acquisition and development of real estate, including casino properties. Derek J. Stevens is the Manager of Desert Rock and the sole trustee of the Derek J. Stevens Trust. Both the Derek J. Stevens Trust and the Gregory J. Stevens Trust are members of Desert Rock, and serve as trusts for Derek J. Stevens and Gregory J. Stevens, respectively. Gregory J. Stevens is the sole trustee of the Gregory J. Stevens Trust. During the last five years, neither any Reporting Person nor, to the best knowledge of any Reporting Person, any person named in this Item 2, has been: (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration Item 3 is hereby amended and supplemented by adding the following paragraph: In acquiring 1,109,914 shares of the Common Stock of the Issuer prior to November 24, 2008, Desert Rock expended approximately $21,736,857 of its working capital. In acquiring 167,000 shares of the Common Stock of the Issuer prior to November 24, 2008, the Derek J. Stevens Trust expended approximately $3,573,369 of the funds it held in trust. In acquiring 90,000 shares of the Common Stock of the Issuer prior to November 24, 2008, the Gregory J. Stevens Trust expended approximately $1,695,453 of the funds it held in trust. Derek J. Stevens and Gregory J. Stevens are listed on this Amendment No. 4 to Schedule 13D solely in their capacity as members of Desert Rock as trustees of the Derek J. Stevens Trust and the Gregory J. Stevens Trust, respectively. Item 4. Purpose of Transaction Item 4 is hereby amended and supplemented by adding the following paragraph: On November 19, 2008, Desert Rock entered into an agreement (the "Agreement") with the Issuer, pursuant to which the Board of Directors of the Issuer granted to Desert Rock and its affiliates and related entities (collectively, the "Investor Group") a waiver of (a) the provisions of the Issuer's Articles of Incorporation (the "Articles") which would, absent such waiver, restrict the voting rights of any person that acquired 10% or more of the outstanding Common Shares and (b) applicable Nevada law regarding business combinations with interested stockholders, in each case in connection with any potential future acquisition by the Investor Group of Common Shares, which acquisition shall be subject in all cases to any approvals that may be required from the Nevada and Colorado gaming authorities. In exchange, Desert Rock agreed, among other things, that, except in limited circumstances, the Investor Group would not (i) acquire beneficial ownership of the Issuer's voting securities if, after giving effect to the acquisition, the Investor Group would own more than 15% of the Issuer's voting securities or (ii) be entitled to vote shares at any meeting of the stockholders of the Issuer (or any action by prior written consent) representing in the aggregate more than the maximum number of the Issuer's voting securities permitted to be acquired by the Investor Group under the Agreement. Desert Rock further agreed that, except in limited circumstances, until the earliest to occur of (a) the day following the completion of the Issuer's regularly scheduled annual meeting of stockholders in 2010 and (b) September 1, 2010, it would not solicit proxies with respect to securities of the Issuer or submit a proposal or offer involving a merger, acquisition or other extraordinary transaction. Desert Rock, the Derek J. Stevens Trust and the Gregory J. Stevens Trust acquired the shares in order to invest in the Issuer. The Reporting Persons intend to review from time to time both the Issuer's business affairs and the business affairs and financial position of Desert Rock. Based on such evaluation and review, and subject to applicable law and regulation and depending upon certain factors, including without limitation, the financial performance of the Issuer, the Reporting Persons may consider from time to time various strategic alternatives. Such strategic alternatives may include, among other things, (i) the acquisition of additional shares of Common Stock or other securities of the Issuer through open market purchases or otherwise, (ii) the sale of any number of shares of Common Stock or other securities of the Issuer through the open market or otherwise, (iii) extraordinary corporate transactions, (iv) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries, or (v) any other of the matters described in clauses (a) through (j) of Item 4 of Schedule 13D. As part of the Reporting Persons' ongoing review of their investment in the Common Stock of the Issuer, each and/or all of the Reporting Persons will from time to time hold talks or discussions with and respond to inquiries from various parties, including, without limitation, the Issuer's Board of Directors, management or representatives, other shareholders and other persons or entities regarding the Issuer's affairs and strategic alternatives. Item 5. Interest in Securities of the Issuer. Item 5 is hereby amended and supplemented by adding the following paragraph: Based upon the Issuer's Quarterly Report on Form 10-Q for the quarter ended September 30, 2008, there were 12,498,555 shares of Common Stock outstanding as of November 4, 2008. Based on the foregoing, the 1,109,914 shares of Common Stock beneficially owned by Desert Rock represent approximately 8.88% of the Common Stock issued and outstanding (the "Desert Rock Shares"), the 167,000 shares of Common Stock directly owned by the Derek J. Stevens Trust represent approximately 1.33% of the Common Stock issued and outstanding (the "Derek J. Stevens Trust Shares"), and the 90,000 shares of Common Stock directly owned by the Gregory J. Stevens Trust represent approximately 0.72% of the Commons Stock issued and outstanding (the "Gregory J. Stevens Trust Shares"). Collectively, the 1,366,914 shares beneficially owned by the Reporting Persons represents approximately 10.93% of the Common Stock issued and outstanding (the "Subject Shares"). The Subject Shares are comprised of the Desert Rock Shares, the Derek J. Stevens Trust Shares and the Gregory J. Stevens Trust Shares. Desert Rock will have the power to vote or to direct the vote of (and the power to dispose or direct the disposition of) the Desert Rock Shares. As members of Desert Rock, the Derek J. Stevens Trust and the Gregory J. Stevens Trust may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Desert Rock Shares, and as Manager of Desert Rock, Derek J. Stevens may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Desert Rock Shares. None of the Derek J. Stevens Trust, the Gregory J. Stevens Trust, Derek J. Stevens or Gregory J. Stevens owns any of the Desert Rock Shares and each such entity and/or individual disclaims any beneficial ownership of the Desert Rock Shares (and any shares of Common Stock held by Desert Rock). The Derek J. Stevens Trust will have the power to vote or to direct the vote of (and the power to dispose or direct the disposition of) the Derek J. Stevens Trust Shares. As trustee of the Derek J. Stevens Trust, Derek J. Stevens may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Derek J. Stevens Trust Shares. Derek J. Stevens does not own any of the Derek J. Stevens Trust Shares, and disclaims any beneficial ownership of the Derek J. Stevens Trust Shares. The Gregory J. Stevens Trust will have the power to vote or to direct the vote of (and the power to dispose or direct the disposition of) the Gregory J. Stevens Trust Shares. As trustee of the Gregory J. Stevens Trust, Gregory J. Stevens may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Gregory J. Stevens Trust Shares. Gregory J. Stevens does not own any of the Gregory J. Stevens Trust Shares, and disclaims any beneficial ownership of the Gregory J. Stevens Trust Shares. Derek J. Stevens does not personally own any shares of the Common Stock of the Issuer directly. By virtue of Derek J. Stevens' position as the Manager of Desert Rock, and as trustee of the Derek J. Stevens Trust (which trust is also a member of Desert Rock), Derek J. Stevens may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Desert Rock Shares and/or the Derek J. Stevens Trust Shares. Derek J. Stevens disclaims any beneficial ownership of any of the Subject Shares. Gregory J. Stevens does not personally own any shares of the Common Stock of the Issuer directly. By virtue of Gregory J. Stevens' position as the trustee of the Gregory J. Stevens Trust (which trust is also a member of Desert Rock), Gregory J. Stevens may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Desert Rock Shares and/or the Gregory J. Stevens Trust Shares. Gregory J. Stevens disclaims any beneficial ownership of any of the Subject Shares. As of the date hereof, neither any Reporting Person, nor to the best knowledge of any Reporting Person, any of the persons set forth in Item 2, owns any shares of the Common Stock of the Issuer other than the Subject Shares. The trading dates, number of shares of Common Stock purchased or sold and the price per share for all transactions by the Reporting Persons in the shares of Common Stock of the Issuer within the last 60 days, which were all acquired in brokered transactions, are set forth below: COST PER DATE QTY SHARE TOTAL $ ---- ------- -------- ----------- DESERT ROCK ENTERPRISES LLC --------------------------- November 14, 2008 900 $3.36 $ 3,023.16 November 24, 2008 117,014 $3.25 $380,295.50 Total Desert Rock Enterprises LLC 118,004 $383,318.66 Except as set forth above, within the last 60 days, no other transactions in shares of Common Stock of the Issuer were effected by any Reporting Person, or to the best knowledge of any Reporting Person, any of the persons set forth in Item 2. No person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale or, the Subject Shares. Clause (e) of Item 5 of Schedule 13D is not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. Item 6 is hereby amended and supplemented by adding the following paragraph: On November 19, 2008, Desert Rock and the Issuer entered into the Agreement. A copy of the Agreement is filed herewith as Exhibit 7 and incorporated herein by reference. Except for the matters described herein, neither the Reporting Persons nor, to the best knowledge of any Reporting Person, any of the person listed in Item 2, has any contract, arrangement, understanding or relationship with any person with respect to any securities of the Issuer. Item 7. Material to be Filed as Exhibits. EXHIBIT 1 Power of Attorney, granted by Derek J. Stevens, relating to Desert Rock Enterprises LLC, in favor of the signatories hereto, dated September 20, 2006. EXHIBIT 2 Power of Attorney, granted by Derek J. Stevens, relating to the Derek J. Stevens Trust, in favor of the signatories hereto, dated September 20, 2006. EXHIBIT 3 Power of Attorney, granted by Gregory J. Stevens, relating to the Gregory J. Stevens Trust, in favor of the signatories hereto, dated September 20, 2006. EXHIBIT 4 Power of Attorney, granted by Derek J. Stevens in favor of the signatories hereto, dated September 20, 2006. EXHIBIT 5 Power of Attorney, granted by Gregory J. Stevens in favor of the signatories hereto, dated September 20, 2006. EXHIBIT 6 Joint Filing Agreement, by and among the Reporting Persons, dated September 20, 2006. EXHIBIT 7 Agreement, by and among the Issuer and Desert Rock, dated November 19, 2008. Signatures. After reasonable inquiry and to the best of each of the undersigned's knowledge and belief, each of the undersigned, severally and not jointly, certifies that the information set forth in this statement is true, complete and correct. Powers of Attorney, dated September 20, 2006, granted by Derek J. Stevens, on behalf of Desert Rock Enterprises LLC, the Derek J. Stevens Trust and himself individually, in favor of D. Kerry Crenshaw, and granted by Gregory J. Stevens on behalf of the Gregory J. Stevens Trust and himself individually, in favor of D. Kerry Crenshaw, are attached hereto as Exhibits 1, 2, 3, 4 and 5, and incorporated herein by reference. November 25, 2008.............................................................. Date DESERT ROCK ENTERPRISES LLC ..../s/ Derek J. Stevens...................................... By: Derek J. Stevens, its Manager DEREK J. STEVENS ..../s/ Derek J. Stevens...................................... THE DEREK J. STEVENS TRUST, under agreement dated July 16, 1993 ..../s/ Derek J. Stevens...................................... By: Derek J. Stevens, its Trustee THE GREGORY J. STEVENS TRUST, under agreement dated September 20, 1995 ..../s/ Gregory J. Stevens...................................................... By: Gregory J. Stevens, its Trustee GREGORY J. STEVENS ..../s/ Gregory J. Stevens...................................................... Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001). EX-99.1 2 d75519_ex1.txt POWER OF ATTORNEY CUSIP NO. 769627 10 0 SCHEDULE 13D EXHIBIT 1 - --------------------- ------------ --------- POWER OF ATTORNEY The undersigned, Desert Rock Enterprises LLC ("Desert Rock"), does hereby constitute and appoint D. Kerry Crenshaw, Esq. as it's true and lawful attorney-in-fact to execute for and on it's behalf any Schedule 13D (and any amendments thereto) which it is required to file with the United States Securities and Exchange Commission as a result of Desert Rock's ownership of or transactions in securities of Riviera Holdings Corporation. Desert Rock acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of Desert Rock, and is not assuming any of Desert Rock's responsibilities to comply with Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). This Power of Attorney shall remain in full force and effect until Desert Rock is no longer required to file reports under Section 13(d) of the Securities Exchange Act of 1934, as amended, with respect to such undersigned's holdings of and transactions in securities issued by Riviera Holdings Corporation, unless earlier revoked by Desert Rock in a signed writing delivered to the foregoing attorney-in-fact. IN WITNESS WHEREOF, the undersigned hereby executes this Agreement effective as of the last date set forth below DESERT ROCK ENTERPRISES LLC .../s/ Derek J. Stevens.............. By: Derek J. Stevens, its Manager DATE: September 20, 2006 EX-99.2 3 d75519_ex2.txt POWER OF ATTORNEY CUSIP NO. 769627 10 0 SCHEDULE 13D EXHIBIT 2 - --------------------- ------------ --------- POWER OF ATTORNEY The undersigned, Derek J. Stevens Irrevocable Trust, under agreement dated July 16, 1993 ("Derek J. Stevens Trust"), does hereby constitute and appoint D. Kerry Crenshaw, Esq. as it's true and lawful attorney-in-fact to execute for and on it's behalf any Schedule 13D (and any amendments thereto) which it is or may be required to file with the United States Securities and Exchange Commission as a result of its and Desert Rock Enterprises LLC's ownership of or transactions in securities of Riviera Holdings Corporation. The Derek J. Stevens Trust acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the Derek J. Stevens Trust, and is not assuming any of the Derek J. Stevens Trust's responsibilities to comply with Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). This Power of Attorney shall remain in full force and effect until the Derek J. Stevens Trust is no longer required to or wishes to file reports under Section 13(d) of the Securities Exchange Act of 1934, as amended, with respect to such undersigned's holdings of and transactions in securities issued by Riviera Holdings Corporation, unless earlier revoked by the Derek J. Stevens Trust in a signed writing delivered to the foregoing attorney-in-fact. IN WITNESS WHEREOF, the undersigned hereby executes this Agreement effective as of the last date set forth below. DEREK J. STEVENS IRREVOCABLE TRUST, under agreement dated July 16, 1993 .../s/ Derek J. Stevens.............. By: Derek J. Stevens, its Trustee DATE: September 20, 2006 EX-99.3 4 d75519_ex3.txt POWER OF ATTORNEY CUSIP NO. 769627 10 0 SCHEDULE 13D EXHIBIT 3 - --------------------- ------------ --------- POWER OF ATTORNEY The undersigned, Gregory J. Stevens Irrevocable Trust, under agreement dated September 20, 1995 ("Gregory J. Stevens Trust") does hereby constitute and appoint D. Kerry Crenshaw, Esq. as it's true and lawful attorney-in-fact to execute for and on it's behalf any Schedule 13D (and any amendments thereto) which it is or may be required to file with the United States Securities and Exchange Commission as a result of its and Desert Rock Enterprises LLC's ownership of or transactions in securities of Riviera Holdings Corporation. The Gregory J. Stevens Trust acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the Gregory J. Stevens Trust, and is not assuming any of the Gregory J. Stevens Trust's responsibilities to comply with Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). This Power of Attorney shall remain in full force and effect until the Gregory J. Stevens Trust is no longer required to or wishes to file reports under Section 13(d) of the Securities Exchange Act of 1934, as amended, with respect to such undersigned's holdings of and transactions in securities issued by Riviera Holdings Corporation, unless earlier revoked by the Gregory J. Stevens Trust in a signed writing delivered to the foregoing attorney-in-fact. IN WITNESS WHEREOF, the undersigned hereby executes this Agreement effective as of the last date set forth below GREGORY J. STEVENS IRREVOCABLE TRUST, under agreement dated September 20, 1995 ..../s/ Gregory J. Stevens........... By: Gregory J. Stevens, its Trustee DATE: September 20, 2006 EX-99.4 5 d75519_ex4.txt POWER OF ATTORNEY CUSIP NO. 769627 10 0 SCHEDULE 13D EXHIBIT 4 - --------------------- ------------ --------- POWER OF ATTORNEY The undersigned, Derek J. Stevens, does hereby constitute and appoint D. Kerry Crenshaw, Esq. as it's true and lawful attorney-in-fact to execute for and on it's behalf any Schedule 13D (and any amendments thereto) which it is or may be required to file with the United States Securities and Exchange Commission as a result of Desert Rock Enterprises LLC's and the Derek J. Stevens Irrevocable Trust's ownership of or transactions in securities of Riviera Holdings Corporation. Derek J. Stevens acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of Derek J. Stevens, and is not assuming any of Derek J. Stevens' responsibilities to comply with Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). This Power of Attorney shall remain in full force and effect until Derek J. Stevens is no longer required to or wishes to file reports under Section 13(d) of the Securities Exchange Act of 1934, as amended, with respect to such undersigned's holdings of and transactions in securities issued by Riviera Holdings Corporation, unless earlier revoked by Derek J. Stevens in a signed writing delivered to the foregoing attorney-in-fact. IN WITNESS WHEREOF, the undersigned hereby executes this Agreement effective as of the last date set forth below. .../s/ Derek J. Stevens.............. Derek J. Stevens DATE: September 20, 2006 EX-99.5 6 d75519_ex5.txt POWER OF ATTORNEY CUSIP NO. 769627 10 0 SCHEDULE 13D EXHIBIT 5 - --------------------- ------------ --------- POWER OF ATTORNEY The undersigned, Gregory J. Stevens, does hereby constitute and appoint D. Kerry Crenshaw, Esq. as it's true and lawful attorney-in-fact to execute for and on it's behalf any Schedule 13D (and any amendments thereto) which it is or may be required to file with the United States Securities and Exchange Commission as a result of Desert Rock Enterprises LLC's and the Gregory J. Stevens Irrevocable Trust's ownership of or transactions in securities of Riviera Holdings Corporation. Gregory J. Stevens acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the Gregory J. Stevens, and is not assuming any of Gregory J. Stevens' responsibilities to comply with Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). This Power of Attorney shall remain in full force and effect until Gregory J. Stevens is no longer required to or wishes to file reports under Section 13(d) of the Securities Exchange Act of 1934, as amended, with respect to such undersigned's holdings of and transactions in securities issued by Riviera Holdings Corporation, unless earlier revoked by Gregory J. Stevens in a signed writing delivered to the foregoing attorney-in-fact. IN WITNESS WHEREOF, the undersigned hereby executes this Agreement effective as of the last date set forth below. ..../s/ Gregory J. Stevens........... Gregory J. Stevens DATE: September 20, 2006 EX-99.6 7 d75519_ex6.txt JOINT FILING AGREEMENT CUSIP NO. 769627 10 0 SCHEDULE 13D EXHIBIT 6 - --------------------- ------------ --------- JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1) The undersigned acknowledge and agree that the foregoing statement on Schedule 13D with respect to the Common Stock of Riviera Holdings Corporation is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he knows or has reason to believe that such information in inaccurate. Dated as of September 20, 2006 DESERT ROCK ENTERPRISES LLC /s/ Derek J. Stevens ---------------------------------------- By Derek J. Stevens, its Manager DEREK J. STEVENS IRREVOCABLE TRUST, under agreement dated July 16, 1993 /s/ Derek J. Stevens ---------------------------------------- By Derek J. Stevens, its Trustee GREGORY J. STEVENS IRREVOCABLE TRUST, under agreement dated September 20, 1995 /s/ Gregory J. Stevens ---------------------------------------- By Gregory J. Stevens, its Trustee /s/ Derek J. Stevens ---------------------------------------- Derek J. Stevens, an individual /s/ Gregory J. Stevens ---------------------------------------- Gregory J. Stevens, an individual EX-99.7 8 d75519_ex7.txt AGREEMENT AGREEMENT THIS AGREEMENT (the "Agreement") is made as of the 19th day of November, 2008 (the "Effective Date") by and between Riviera Holdings Corporation, a Nevada corporation (the "Company"), and the investor set forth on the signature Page affixed hereto (the "Investor"). WHEREAS, the Investor wishes to purchase from time to time (collectively, the "Acquisition") from the Company or a seller or sellers other than the Company such number of shares of the Company's common stock, par value $.001 per share (the "Common Stock"), that would increase the Investor's total holdings of Common Stock up to an amount that equals, but does not exceed, fifteen percent (15%) of the Company's Outstanding Voting Securities; WHEREAS, the Company wishes to grant certain waivers to the Investor in order to permit the Acquisition pursuant to the terms and conditions set forth in this Agreement; and WHEREAS, as consideration for the granting of certain waivers to the Investor to permit the Acquisition, the Investor agrees to certain limitations on its ownership of Common Stock, as provided herein. NOW, THEREFORE, in consideration of the mutual promises made herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Board Approvals. The board of directors of the Company (the "Board") has, in connection with the Acquisition, (a) waived, in accordance with subsection 7(g) of Article III of the Company's Articles of Incorporation (the "Articles"), and by the requisite majority as provided therein, the voting limitation set forth in subsection 7(b) of Article III of the Articles with respect to the Investor Group, and (b) approved the Acquisition in accordance with the provisions of subsection 78.438(1) of Title 7 of the Nevada Revised Statutes. 2. Ownership Limitation. The Investor hereby agrees not to, and that no member of the Investor Group will, and each will cause its Affiliates not to, directly or indirectly, acquire (other than Equity Securities distributed or issued, directly or indirectly, with respect to Equity Securities then held by the Investor Group, or the exercise or conversion of any Equity Securities described in this parenthetical) any Equity Securities, or otherwise become part of a group (that would be deemed to be a "person" by Section 13(d)(3) of the 1934 Act, as in effect on the date hereof, with respect to securities of the Company), if immediately after giving effect to such acquisition or group formation, the Investor Group, or any group of which it is a part, would have beneficial ownership (as defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the "1934 Act"), as in effect on the date hereof) of Voting Securities in excess of fifteen percent (15%) (the "Maximum Limit") of the Outstanding Voting Securities, unless specifically approved in writing by the Board; provided, however, that the Investor Group will not be in violation of this provision by virtue of (x) the expiration, termination or cancellation of (i) Convertible Securities or (ii) Rights to Purchase Voting Securities; (y) a share repurchase or other action taken by the Company to reduce, or which has the effect of reducing, the number of shares of Outstanding Voting Securities or votes per share of then-Outstanding Voting Securities; or (z) the acquisition of any Voting Securities so long as such acquisition would not trigger the voting limitations set forth in subsection 7 of Article III of the Articles (as such Articles are amended, amended and restated or otherwise modified from time to time) assuming, for the purpose of this clause (z), that the Investor Group had not obtained the waiver granted to it in Section l(a) hereof. 3. Standstill. During the Standstill Period, the Investor hereby agrees not to, and that no member of the Investor Group will, and each will cause its Affiliates not to, directly or indirectly: (a) solicit proxies or become a participant in a proxy solicitation with respect to any securities of the Company; or (b) submit a proposal for, or offer in respect of (with or without conditions) any merger, consolidation, business combination, tender or exchange offer, restructuring, liquidation, recapitalization, dissolution or similar transactions or other extraordinary transaction of or involving the Company or any of its subsidiaries or its Equity Securities or assets (or make any public announcement with respect to the foregoing) unless such action (i) is specifically requested in writing by the Board prior to the making of such announcement, proposal or offer or (ii) is made to the Board on a confidential basis and provides that (A) it may not be consummated unless it is (1) approved by a majority of Outstanding Voting Securities not beneficially owned by the Investor Group and (2) determined by the independent directors of the Board to be fair to the shareholders of the Company and (B) unless the transaction is a tender offer for all shares of Common Stock or an offer for the entire Company, it is accompanied by an undertaking that, if the conditions in clause (A) are satisfied, such person will offer to acquire all shares of Common Stock still outstanding after completion of a transaction, if any, at the same price per share paid in such transaction. 4. Voting Limitation. The Investor hereby agrees at any meeting of the stockholders of the Company (or any action by prior written consent) after the date hereof and at which any member of the Investor Group is entitled to vote, no member of the Investor Group shall, as of any record date for the determination of stockholders of the Company entitled to vote on such matter, have the right to vote, vote or cause the voting of shares of Voting Securities, in person or by proxy or through any voting agreement, plan or other arrangement, representing in the aggregate more than the maximum number of Voting Securities permitted to be acquired by the Investor Group under Section 2 hereof. 5. Gaming Approvals. (a) Investor shall apply for, obtain and maintain all regulatory approvals required as a result of the transactions anticipated by this Agreement including, but not limited to, any approvals that may be required from the Nevada and Colorado gaming authorities. Should Investor not so apply, 2 obtain or maintain any such required approvals, or should the Investor be found unsuitable by any such regulating body to obtain and/or hold the Common Stock, Investor shall promptly divest itself of its holdings of Common Stock acquired in the Acquisition and the Maximum Limit shall be deemed to be 10%, or to such lower level of ownership otherwise mandated or recommended by any applicable gaming authorities. Notwithstanding the foregoing, so long as Investor is diligently pursuing such approvals in good faith, and has not been found "unsuitable" or other similar designation or finding by any gaming regulatory body, then, except as required by applicable law, the limitations contained in this Section 5 shall not be effective. (b) The Investor hereby represents and warrants that neither it nor any member of the Investor Group has ever been found "unsuitable" or other similar designation or finding by any gaming regulatory body. 6. Enforcement. (a) Each party hereto acknowledges that the other party hereto would not have an adequate remedy at law for money damages in the event that any of the covenants or agreements of any of the other party in this Agreement were not performed in accordance with its terms, and it is therefore agreed that each party hereto, in addition to and without limiting any other remedy or right it may have, will have the right to an injunction or other equitable relief in any court of competent jurisdiction, enjoining any such actual or potential breach and enforcing specifically the terms and provisions hereof, and each of the Company and each party hereto hereby waives (i) any and all defenses they may have on the ground of lack of jurisdiction or competence of the court to grant such an injunction or other equitable relief and (ii) the need to post any bond that may be required in connection with the granting of such an injunction or other equitable relief. (b) All rights, powers and remedies provided under this Agreement or otherwise available in respect hereof at law or in equity shall be cumulative, including without limitation, the provisions contained in Section 4 hereof, and not alternative, and the exercise or beginning of the exercise of any thereof by any party hereto shall not preclude the simultaneous or later exercise of any other such right, power or remedy by such party. For purposes of clarity, the provisions of Section 2 hereof shall be separately enforceable by the Company irrespective of the provisions of Section 4 hereof. 7. Successors and Assigns. This Agreement may not be assigned without the prior written consent of the Company and the Investor. The provisions of this Agreement shall inure to the benefit of and be binding upon the respective permitted successors and assigns of the parties hereto. Nothing in this Agreement, express or implied, is intended to confer upon any 3 party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. 8. Counterparts; Faxes. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Agreement may also be executed via facsimile, which shall be deemed an original. 9. Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. 10. Notices. Unless otherwise provided, any notice required or permitted under this Agreement shall be given in writing and shall be deemed effectively given as hereinafter described (i) if given by personal delivery, then such notice shall be deemed given upon such delivery, (ii) if given by telex or telecopier, then such notice shall be deemed given upon receipt of confirmation of complete transmittal, (iii) if given by mail, then such notice shall be deemed given upon the earlier of (A) receipt of such notice by the recipient or (B) five days after such notice is deposited in first class mail, postage prepaid, and (iv) if given by an internationally recognized overnight air courier, then such notice shall be deemed given one business day after delivery to such carrier. All notices shall be addressed to the party to be notified at the address as follows, or at such other address as such party may designate by ten days' advance written notice to the other party: If to the Company: Riviera Holdings Corporation 2901 Las Vegas Boulevard South Las Vegas, Nevada 89109 Attention: Secretary and General Counsel Fax: (702) 794-9560 With a copy to: Olshan Grundman Frome Rosenzweig & Wolosky LLP Park Avenue Tower, 65 East 55th Street New York, New York 10022 Attention: Adam W. Finerman, Esq. Fax: (212) 451-2222 If to the Investor: Desert Rock Enterprises LLC 3960 Howard Hughes Parkway, Suite 562 Las Vegas, NV 89169 Attention: Derek Stevens Fax: (586) 497-7090 4 With a copy to: Snell & Wilmer L.L.P. 3883 Howard Hughes Parkway, Suite 1100 Las Vegas, NV 89169 Attention: P. Gregory Giordano Fax: (702) 784-5252 11. Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and the Investor. Any amendment or waiver effected in accordance with this Section 11 shall be binding upon the Company and the Investor. 12. Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof but shall be interpreted as if it were written so as to be enforceable to the maximum extent permitted by applicable law, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted by applicable law, the parties hereto hereby waive any provision of law which renders any provision hereof prohibited or unenforceable in any respect. 13. Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Nevada without regard to the choice of law principles thereof. Each of the parties hereto irrevocably submits to the exclusive jurisdiction of the courts of the State of Nevada and any federal court sitting in the State of Nevada for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Agreement and the transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Agreement. Each of the parties hereto irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court. Each party hereto irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER. 14. Definitions. For purposes of this Agreement, the following terms have the following meanings: "Affiliate" has the meaning assigned in Rule 405 under the Securities Act of 1933, as amended (the "1933 Act"), as in effect on the date hereof. 5 "Control" has the meaning given to that term under Rule 405 under the 1933 Act, as in effect on the date hereof (and "Controlled" and "Controlling" shall have correlative meanings); provided, however, that no Person shall be deemed to Control another Person solely by his or her status as a director of such other Person. "Convertible Securities" means securities of the Company that are convertible or exchangeable (whether presently convertible or exchangeable or not) into Voting Securities. "Equity Securities" means Voting Securities, Convertible Securities and Rights to Purchase Voting Securities. "Investor Group" means (i) the Investor, (ii) any Affiliate of the Investor and (iii) any group (that would be deemed to be a "person" by Section 13(d)(3) of the 1934 Act, as in effect on the date hereof, with respect to securities of the Company) of which the Investor or any Person directly or indirectly Controlling or Controlled by the Investor is a member. Without limiting the generality of the foregoing, Affiliate of the Investor shall include any fund or holding company that may be formed for investment purposes that is managed pursuant to a contractual arrangement to offer advice by Desert Rock Enterprises LLC ("Desert Rock") or any separate account managed by Desert Rock. "Outstanding Voting Securities" means at any time the then-issued and outstanding Voting Securities based on the latest information reported by the Company in its filings with the Securities and Exchange Commission. "Person" means any individual, corporation, partnership, trust or other entity or group (within the meaning of Section 13(d)(3) of the 1934 Act, as in effect on the date hereof). "Rights to Purchase Voting Securities" means options, warrants and rights issued by the Company (whether presently exercisable or not) to purchase Voting Securities or Convertible Securities. "Standstill Period" means the period beginning on the Effective Date and ending on the first date to occur of: (i) the day following the completion of the Company's 2010 regular Annual Meeting of Stockholders, (ii) September 1, 2010 and (iii) the ending of any period during which any other investor is subject to a similar standstill as set forth in Section 3 hereof. "Voting Securities" means the Common Stock and any other securities of the Company of any kind or class having power generally to vote for the election of directors. [Signature page follows] 6 IN WITNESS WHEREOF, the parties hereto have executed this Agreement or caused their duly authorized officers to execute this Agreement as of the date first above written. RIVIERA HOLDINGS CORPORATION DESERT ROCK ENTERPRISES LLC By: /s/ Phillip B. Simons By: /s/ Derek Stevens --------------------- ----------------- Name: Phillip B. Simons Name: Derek Stevens Title: Treasurer Title: Chief Executive Officer 7 -----END PRIVACY-ENHANCED MESSAGE-----