SC 13D

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13D
(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)

Colony Resorts LVH Acquisitions, LLC

(Name of Issuer)

Class A Membership Units

(Title of Class of Securities)

Not Applicable

(CUSIP Number of Class of Securities)

Teresa Tsai, Esq.
Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

July 19, 2006

(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 which is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [ ].

(continued on following pages)

SCHEDULE 13D

CUSIP No. N/A

1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

WH/LVH Managers Voteco LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  [   ]
(b)  [X]

3 SEC USE ONLY
  

4 SOURCE OF FUNDS*

WC

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [   ]

6 CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 0.6
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 0.6

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

0.6

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [   ]

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

40.0%

14 TYPE OF REPORTING PERSON*

00

* SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.

(Page 2 of 11 Pages)

SCHEDULE 13D

CUSIP No. N/A

1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

Stuart M. Rothenberg

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  [   ]
(b)  [X]

3 SEC USE ONLY
  

4 SOURCE OF FUNDS*

PF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [   ]

6 CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 0.6
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 0.6

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

0.6

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [   ]

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

40.0%

14 TYPE OF REPORTING PERSON*

IN

* SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.

(Page 3 of 11 Pages)

SCHEDULE 13D

CUSIP No. N/A

1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

Brahm Cramer

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  [   ]
(b)  [X]

3 SEC USE ONLY
  

4 SOURCE OF FUNDS*

PF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [   ]

6 CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 0.6
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 0.6

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

0.6

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [   ]

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

40.0%

14 TYPE OF REPORTING PERSON*

IN

* SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.

(Page 4 of 11 Pages)

SCHEDULE 13D

CUSIP No. N/A

1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

Jonathan Langer

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  [   ]
(b)  [X]

3 SEC USE ONLY
  

4 SOURCE OF FUNDS*

PF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [   ]

6 CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 0.6
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 0.6

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

0.6

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [   ]

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

40.0%

14 TYPE OF REPORTING PERSON*

IN

* SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.

(Page 5 of 11 Pages)

Item 1. Security and Issuer.

                This statement on Schedule 13D relates to the class A voting membership units (“Class A Units”) of Colony Resorts LVH Acquisitions, LLC, a Nevada limited liability company (the “Company”). The principal executive offices of the Company are located at 3000 Paradise Road, Las Vegas, Nevada 89109. The information set forth in the Exhibits attached hereto is hereby expressly incorporated herein by reference, and the responses to each item of the Schedule 13D is qualified in its entirety by the provisions of such Exhibits.

Item 2. Identity and Background.

                (a)   This statement is being filed jointly by WH/LVH Managers Voteco LLC (“Voteco”), Stuart M. Rothenberg (“Rothenberg”), Brahm Cramer (“Cramer”) and Jonathan Langer (“Langer” and together with Voteco, Rothenberg and Cramer, the “Reporting Persons”). Messrs. Rothenberg, Cramer and Langer are the managing members of Voteco and collectively hold all of the membership interests in Voteco. The Reporting Persons are making this joint filing pursuant to the agreement (the “Joint Filing Agreement”) attached hereto as Exhibit 6, because they may be deemed to be a “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), although neither the fact of this filing nor anything contained herein shall be deemed an admission by the Reporting Persons that such a group exists.

                (b)   The business address of the Reporting Persons is c/o Goldman Sachs & Co. at 85 Broad Street, New York, New York 10004.

                (c)   The principal business of Voteco is its investment in the Class A Units. Mr. Rothenberg’s principal occupation is head of the Real Estate Principal Investment Area (“REPIA”) of Goldman, Sachs & Co. (“Goldman Sachs”) and Chairman of the Investment Committee of the Whitehall Funds (as defined below), which are part of a family of opportunistic real estate funds sponsored and managed by Goldman Sachs. Mr. Cramer’s principal occupation is Chief Operating Officer of REPIA of Goldman Sachs and he is also a member of the Investment Committee of the Whitehall Funds. Mr. Langer’s principal occupation is head of U.S. acquisitions for REPIA of Goldman Sachs. Goldman Sachs is a leading global investment banking, securities and investment management firm. The address of Goldman Sachs is 85 Broad Street, New York, NY 10004.

                (d)   During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

                (e)   During the last five years, none of the Reporting Persons 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

(Page 6 of 11 Pages)

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.

                (f)   Voteco is a Delaware limited liability company, Messrs. Rothenberg and Langer are United States citizens and Mr. Cramer is a Canadian citizen.

Item 3. Source and Amount of Funds or Other Consideration.

                On June 18, 2004, in connection with the acquisition of the Las Vegas Hilton, a hotel casino in Las Vegas, Nevada (the “Acquisition”), by the Company, pursuant to a Purchase and Sale Agreement (the “Purchase and Sale Agreement”), dated as of December 24, 2003, by and among the Company, LVH Corporation and Park Place Entertainment Corporation, Whitehall Street Global Real Estate Limited Partnership 2001 (the “Street Fund”), Whitehall Parallel Group Real Estate Limited Partnership 2001 (the “Parallel Fund”) and Whitehall Street Global Employee Fund 2001, L.P. (the “Employee Fund” and, together with the Street Fund and the Parallel Fund, the “Whitehall Funds”) acquired a 66-2/3% limited partnership interest in Colony Resorts LVH Coinvestment Partners, L.P., a Delaware limited partnership (“Coinvestment Partners”), for an aggregate capital contribution of $60,000,000. Coinvestment Partners owns 900,000 Class B non-voting membership units (“Class B Units”) of the Company, which it acquired for an aggregate capital contribution of $90,000,000. The Purchase and Sale Agreement is Exhibit 1 to this Schedule 13D and is incorporated herein by reference.

                Pursuant to a Call Agreement (the “Call Agreement”), dated as of June 18, 2004, between the Whitehall Funds and Colony Resorts LVH Coinvestment Voteco, LLC (“Coinvestment Voteco”), Coinvestment Voteco agreed to sell to Messrs. Rothenberg, Cramer and Langer or a special purpose vehicle wholly-owned and controlled by them 0.6 Class A Units upon Messrs. Rothenberg, Cramer and Langer obtaining all necessary approvals and licenses from the Nevada State Gaming Control Board, the Nevada Gaming Commission and other relevant authorities. The Call Agreement is attached hereto as Exhibit 2 and is incorporated herein by reference. Having obtained the necessary approvals, on July 19, 2006, Voteco, which was capitalized with the personal funds of Messrs. Rothenberg, Cramer and Langer, purchased 0.6 Class A Units at a purchase price of $60 from Coinvestment Voteco.

                Pursuant to a Transfer Restriction Agreement (the “Transfer Restriction Agreement”), dated as of July 19, 2006, among the Reporting Persons and Coinvestment Partners, Coinvestment Partners has the option (which it must transfer to an Approved Purchaser (as defined herein), subject to certain exceptions) to purchase the Class A Units held by Voteco upon the happening of certain events for the original purchase price paid by Voteco for such securities plus an interest factor, as described in the Transfer Restriction Agreement. The Transfer Restriction Agreement is attached hereto as Exhibit 3 and is incorporated herein by reference.

(Page 7 of 11 Pages)

Item 4. Purpose of Transaction.

                The Class A Units acquired by the Reporting Persons were acquired to obtain a voting interest in the Company. Colony Resorts LVH Voteco, LLC, a Delaware limited liability company, owns 40% of the Class A Units and Coinvestment Voteco owns 20% of the Class A Units, as reported on separate Schedule 13D filings.

                Under the Company’s Amended and Restated Limited Liability Company Operating Agreement (the “Company LLC Agreement”), which is Exhibit 4 to this Schedule 13D and is incorporated by reference herein, the purchase of the Class A Units by Voteco entitles Voteco to appoint one member to the Board of Directors of the Company. Voteco has nominated Jonathan Langer as a member of the Company’s Board of Directors and on July 19, 2006, the members of the Company appointed Jonathan Langer as a member of the Company’s Board of Directors.

                Except as set forth in this Item 4, the Reporting Persons have no present plans or proposals that relate to or that would result in any actions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Exchange Act.

Item 5. Interest in Securities of the Issuer.

                (a)   As of July 19, 2006, Voteco beneficially owns 0.6 Class A Units representing 40.0% of the outstanding Class A Units. As of July 19, 2006, Messrs. Rothenberg, Cramer and Langer, as the members of Voteco, are deemed to beneficially own 0.6 Class A Units representing 40.0% of the outstanding Class A Units.

                (b)   Each of the Reporting Persons has shared power to vote or direct the vote and, subject to the Transfer Restriction Agreement described below, shared power to dispose or direct the disposition of 0.6 Class A Units. Voteco’s power to dispose of such Class A Units is subject to the Transfer Restriction Agreement, pursuant to which Voteco may not transfer any Class A Units, except as provided in such Transfer Restriction Agreement. See “Item 6. Contracts, Arrangements, Understandings of Relationships with Respect to Securities of the Issuer.”

                (c)   On July 19, 2006, Voteco, under the direction of Messrs. Rothenberg, Cramer and Langer, purchased 0.6 Class A Units at an aggregate purchase price of $60 pursuant to the Call Agreement.

                (d)   None.

                (e)   Not applicable.

(Page 8 of 11 Pages)

Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.

                The responses to Items 3 and 4 are incorporated herein by this reference.

                The Transfer Restriction Agreement provides, among other things, that (i) Coinvestment Partners has the option to purchase Class A Units from Voteco in connection with sales of Class B Units by Coinvestment Partners to a proposed purchaser who, in connection with such proposed sale, has obtained all licenses, permits, registrations, authorizations, consents, waivers, orders, findings of suitability or other approvals required to be obtained from, and has made all filings, notices or declarations required to be made with, all gaming authorities under all applicable gaming laws (an “Approved Purchaser,” and such sale, an “Approved Sale”), and (ii) Voteco will not transfer ownership of Class A Units owned by it except pursuant to such options of Coinvestment Partners. The Transfer Restriction Agreement provides that, unless Coinvestment Partners otherwise receives approval from applicable gaming authorities, Coinvestment Partners will assign such options to the applicable Approved Purchaser. The exercise price of Coinvestment Partners’ option on Class A Units has been set to reimburse Voteco its original cost of acquiring such shares, plus interest accruing at a rate of 6% per year on the original purchase price.

                The Company LLC Agreement provides that no membership units (“Membership Units”) or other securities issued by the Company and no interest therein or claim or charge thereto may be transferred, except in accordance with the provisions of the Gaming Laws (as defined in the Company LLC Agreement) and the regulations promulgated thereunder.

                All holders of Membership Units are party to the Company LLC Agreement, and employee unit holders (the “Employee Holders”) who are issued Membership Units from time to time are expected to become parties to the Company LLC Agreement. Pursuant to the LLC Agreement, in each case subject to certain exceptions, (i) the Company, Voteco, Coinvestment Voteco, Coinvestment Partners and Colony Resorts LVH Holdings, LLC (“Holdings”) have certain rights of first offer with respect to proposed sales of Membership Units by Employee Holders, (ii) with respect to Membership Units held by them, Qualified Members (defined therein) have certain “tag-along” rights in connection with sales of certain equity securities held by Voteco, Coinvestment Voteco, Coinvestment Partners and Holdings and their respective affiliates and certain incidental registration rights in connection with proposed registrations by the Company of Membership Units under the Securities Act of 1933, and (iii) in the event Voteco, Coinvestment Voteco, Coinvestment Partners and Holdings or their respective affiliates propose to sell to a third party 90% or more of the then-outstanding common equity of the Company, the Employee Holders will consent and not object to such sale, will vote Membership Units held by them in favor of such sale in any required vote, will sell Membership Units held by them at the price and on the terms and conditions upon which Voteco, Coinvestment Voteco, Coinvestment Partners and Holdings or their affiliates sell Membership Units, and will take certain other actions deemed reasonably necessary in furtherance of such sale to a third party. The foregoing description is

(Page 9 of 11 Pages)

qualified in its entirety by the Company LLC Agreement, which is attached hereto as Exhibit 4 and is incorporated by this reference.

                In connection with the application by Messrs. Rothenberg, Cramer and Langer to the Nevada Gaming Commission and other regulatory authorities for approval to participate in the management of gaming operations at the Las Vegas Hilton (the “Gaming Operations”) in connection with the acquisition of Class A Units, The Goldman Sachs Group, Inc. (“GS Group”) and Goldman Sachs (collectively, “Goldman”) and Messrs. Rothenberg, Cramer and Langer have agreed that Goldman will not take any action to influence Messrs. Rothenberg, Cramer and Langer in the exercise of their management or voting rights in respect of Gaming Operations, and Goldman has authorized Messrs. Rothenberg, Cramer and Langer to exercise such rights independently of, and without consultation with, Goldman. The Letter Agreement setting forth this agreement is attached hereto as Exhibit 5 and is incorporated herein by reference.

                Except as set forth above and described in Items 3 and 4, none of the Reporting Persons nor any other person disclosed in Item 2 has any contract, arrangement, understanding, or relationship (legal or otherwise) with any person with respect to any securities of the Company.

Item 7. Material to be Filed as Exhibits.

Exhibit Name

1 Purchase and Sale Agreement, dated as of December 24, 2003, by and among Colony Resorts LVH Acquisitions, LLC, LVH Corporation and Park Place Entertainment Corporation.*

2 Call Agreement, dated June 18, 2004, by and among the Whitehall Funds and Colony Resorts LVH Coinvestment Voteco, LLC.

3 Transfer Restriction Agreement, dated as of July 19, 2006, by and among Messrs. Rothenberg, Cramer and Langer, Colony Resorts LVH Coinvestment Partners, L.P. and WH/LVH Managers Voteco, LLC.

4 Amended and Restated Limited Liability Company Operating Agreement, dated as of June 18, 2004, for Colony Resorts LVH Acquisitions LLC.**

5 Letter, dated June 18, 2004, among The Goldman Sachs Group, Inc. and Goldman, Sachs & Co. and Messrs. Rothenberg, Cramer and Langer.

6 Joint Filing Agreement, dated July 19, 2006

_______________

*  Incorporated by reference to Colony Resorts LVH Acquisitions, LLC’s Form 10 (File Number 000-50635).

**  Incorporated by reference to Colony Resorts LVH Acquisitions, LLC’s Quarterly Report on Form 10-Q, filed June 28, 2004 (File Number 000-50635).

(Page 10 of 11 Pages)

SIGNATURES

                After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: July 31, 2006

WH/LVH Managers Voteco LLC

/s/ Jonathan Langer

By: Jonathan Langer
Title: Member

/s/ Stuart M. Rothenberg
	Stuart M. Rothenberg

/s/ Brahm Cramer
	Brahm Cramer

/s/ Jonathan Langer
	Jonathan Langer

(Page 11 of 11 Pages)

EX-99.2

Exhibit 2

CALL AGREEMENT

           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.

           WHEREAS, Coinvestment Voteco is a party to that certain Amended and Restated Limited Liability Company Agreement (the “Operating Agreement”) of Colony Resorts LVH Acquisition LLC (“Acquisition LLC”) and has an ownership interest in certain Class A voting units of Acquisition LLC (the “Class A Shares”);

           WHEREAS, Whitehall is a limited partner of Colony Resorts LVH Co-Investment Partners, L.P. (the “Partnership”), pursuant to that certain Agreement of Limited Partnership of the Partnership, and the Partnership is a party to the Operating Agreement and will purchase an ownership interest in certain Class B non-voting units of Acquisition LLC (the “Class B Shares”)

           WHEREAS, the parties hereto agree and acknowledge that the gaming operations of Acquisition LLC are subject to the licensing and regulatory control of the State Gaming Control Board, the Nevada Gaming Commission and other relevant regulatory bodies, (the “Nevada Gaming Authorities”) and the laws, regulations and supervisory procedures of the Nevada Gaming Authorities require that Acquisition LLC and all persons holding in excess of ten percent (10%) of the voting interests in, or otherwise controlling Acquisition LLC, be licensed by the Nevada Gaming Authorities;

           WHEREAS, Whitehall is seeking all necessary approvals and licenses by the Nevada Gaming Authorities (the “Approvals”) to permit (i) any one of Stuart Rothenberg, Brahm Cramer and/or Jonathan Langer (or an alternative manager of Whitehall in their stead, if such alternative manager is another managing director of Goldman Sachs & Co. with comparable seniority) (collectively the “Whitehall Managers”) to be appointed as a member of the board of directors of Acquisition LLC and (ii) the purchase at cost by the Whitehall Managers (or a special purpose vehicle wholly-owned and controlled by them) of a portion of the Class A Shares held by Coinvestment Voteco, from Coinvestment Voteco; and

           WHEREAS, if Whitehall is successful in obtaining the Approvals, Coinvestment Voteco has agreed to sell to Whitehall certain Class A Shares on the terms and subject to the conditions set forth herein.

           NOW THEREFORE, in consideration of the mutual covenants contained in this Agreement and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereto agree as follows:

ARTICLE I
CALL RIGHT

           1.01.   Whitehall Call. The Whitehall Managers (or a special purpose vehicle wholly-owned and controlled by the Whitehall Managers) at any time after their receipt of the Approvals, will have the right to purchase a pro rata share of the Class A Shares, from Coinvestment Voteco, based on Whitehall’s indirect percentage interest of the total equity investment in Acquisition LLC (the “Call Interest”) (but subject to pro rata dilution with Coinvestment Voteco and Colony Resorts LVH Voteco, LLC for any

other equity interests issued by Acquisition LLC) for a purchase price equal to the Coinvestment Voteco’s cost of the Call Interest, in immediately available funds.

           1.02.   Exercise Procedure. In order to exercise the right to purchase the Call Interest, the Whitehall Managers must deliver a written notice to Coinvestment Voteco stating the intention of the Whitehall Managers to so exercise. Such purchase shall occur on a date mutually agreed to between Whitehall and Coinvestment Voteco and in any event within twenty (20) days after the date of the notice.

           1.03.   Payment. If Coinvestment Voteco elects to receive the funds by wire transfer, it must deliver wire transfer instructions at least two (2) business days prior to the agreed upon purchase date.

ARTICLE II
MISCELLANEOUS

           2.01.   Further Assurances. At any time and from time to time after the date hereof and without further consideration, each of the parties hereto shall promptly do, make, execute or deliver, or cause to be done, made, executed or delivered, all such further acts, documents and things as the other parties hereto may reasonably require from time to time for the purpose of giving full effect to this Agreement.

           2.02.   CHOICE OF LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.

           2.03.   Counterparts. This Agreement may be executed in several counterparts, and all so executed shall constitute one Agreement, binding on all of the parties hereto, notwithstanding that all the parties are not signatories to the original or the same counterpart.

           2.04.   Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns. No party hereto may assign the benefit of this Agreement to any third party without the consent of the other parties hereto.

           2.05.   Binding Agreement. This Agreement and all terms, provisions and conditions hereof shall be binding upon the parties hereto, and shall inure to the benefit of the parties hereto and, except as otherwise provided herein, to their respective heirs, executors, personal representatives, successors and lawful assigns.

           2.06.   Entire Agreement. This Agreement contains the entire understanding among the parties hereto and supersedes all prior written or oral agreements among them respecting the within subject matter, unless otherwise provided herein.

           2.07.   No Third Party Rights. This Agreement is intended solely for the benefit of the parties hereto and, except as expressly provided to the contrary in this Agreement, is not intended to confer any benefits upon, or create any rights in favor of, any person other than the parties hereto.

           2.08.   Headings. All section headings in this Agreement are for convenience of reference only and are not intended to qualify the meaning of any section.

           2.09.   Terminology. All personal pronouns used in this Agreement, whether used in the masculine, feminine or neuter gender, shall include all other genders, the singular shall include the plural, and vice versa, as the context may require.

           2.10.   Notices. Any notice to be sent under this Agreement shall be sent to the addressees set forth above.

           2.11.   Severability. The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. If any provision of this Agreement, or the application thereof to any person or entity or any circumstance, is invalid or unenforceable, (a) a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision and (b) the remainder of this Agreement and the application of such provision to other persons, entities or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the application thereof, in any other jurisdiction.

[REMAINDER OF THE PAGE INTENTIONALLY LEFT BLANK]

           IN WITNESS WHEREOF, this Agreement is executed as of the date set forth above.

COLONY RESORTS LVH COINVESTMENT VOTECO, LLC

By: /s/ Nicholas L. Ribis
        Name:  Nicholas L. Ribis
        Title: Manager

WHITEHALL STREET GLOBAL REAL ESTATE LIMITED PARTNERSHIP 2001

By: WH Advisors, L.L.C. 2001
        General Partner

By: /s/ Jonathan Langer
        Name:  Jonathan Langer
        Title: Managing Director

WHITEHALL PARALLEL GLOBAL REAL ESTATE LIMITED PARTNERSHIP 2001

By: WH Parallel Advisors, L.L.C. 2001,
        General Partner

By: /s/ Jonathan Langer
        Name:  Jonathan Langer
        Title: Managing Director

WHITEHALL STREET GLOBAL EMPLOYEE FUND 2001, L.P.

By: Whitehall Street Employee Funds 2001 GP, L.L.C.,
        General Partner

By: /s/ Jonathan Langer
        Name:  Jonathan Langer
        Title: Managing Director

[Call Agreement Signature Page]

EX-99.3

Exhibit 3

TRANSFER RESTRICTION AGREEMENT

          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.

RECITALS

          WHEREAS, Colony Resorts LVH Acquisitions, LLC, a Delaware limited liability company (the “Company”) owns the hotel and casino known as the Las Vegas Hilton;

          WHEREAS, the Company has issued membership units consisting of (i) Class A Membership Units (the “Class A Units”) and (ii) Class B Membership Units (the “Class B Units” and, together with the Class A Units, the “Membership Units”);

          WHEREAS, concurrently with the execution of this Agreement, WH/LVH Voteco is acquiring 0.6 Class A Units;

          WHEREAS, Co-Investment Partners currently holds 900,000 Class B Units;

          WHEREAS, from time to time, WH/LVH Voteco may acquire additional Class A Units or other equity interests of the Company’s convertible into, exchangeable for or otherwise providing WH/LVH Voteco with the right to acquire Class A Units, and Co-Investment Partners may acquire additional Class B Units or other equity interests of the Company convertible into, exchangeable for or otherwise providing Co-Investment Partners with the right to acquire Class B Units;

          WHEREAS, the WH/LVH Voteco Members are the record and beneficial owners of all the issued and outstanding limited liability company interests of WH/LVH Voteco (the “WH/LVH Voteco Interests”);

          WHEREAS, the parties hereto believe it is desirable and in their mutual best interests to provide for procedures regarding the ownership of the Class A Units owned by WH/LVH Voteco and the WH/LVH Voteco Interests owned by the WH/LVH Voteco Members; and

          WHEREAS, the parties hereto further believe that the execution of this Agreement will help facilitate the continuous, harmonious and effective management of Co-Investment Partners’ investments in the Company.

          NOW, THEREFORE, in consideration of the recitals and the mutual covenants, promises, agreements, representations and warranties of the parties hereto, the parties hereto hereby agree as follows:

           Section 1.  Certain Definitions. As used herein, the following terms have the respective meanings set forth below:

          “Agreement” has the meaning given to such term in the introduction hereof.

          “Approved Purchaser” means a proposed purchaser of Membership Units or Membership Units Equivalents, who, in connection with its proposed purchase of Membership Units or Membership Units Equivalents, has obtained all licenses, permits, registrations, authorizations, consents, waivers, orders, findings of suitability or other approvals required to be obtained from, and has made all filings, notices or declarations required to be made with, all Gaming Authorities under all applicable Gaming Laws.

          “Approved Sale” has the meaning given to such term in Section 3(a) hereof.

          “Approved Sale Date” has the meaning given to such term in Section 3(b) hereof.

          “Call Notice” has the meaning given to such term in Section 3(b) hereof.

          “Class A Equivalents” means any securities of the Company convertible into, exchangeable for or otherwise providing the holder thereof any right to acquire Class A Units.

          “Class A Holder” means a holder of Class A Units or Class A Equivalents; provided that Co-Investment Partners shall not be considered a Class A Holder, regardless of whether Co-Investment Partners holds any Class A Units.

          “Class A Units” has the meaning given to such term in the recitals set forth above.

          “Class B Equivalents” means any securities of the Company convertible into, exchangeable for or otherwise providing the holder thereof any right to acquire Class B Units, which securities are substantially equivalent in designations, preferences, limitations, restrictions and relative rights, but not as to voting, to a class or series of Class A Equivalents.

          “Class B Units” has the meaning given to such term in the introduction hereof.

          “Coinvestment Partners” has the meaning given to such term in the introduction hereof.

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          “Colony Capital Advisory Committee” means the advisory committee comprised of certain limited partners of Colony Capital Resorts LVH Co-Investment, L.P., the general partner of Co-Investment Partners.

          “Company” has the meaning given to such term in the recitals set forth above.

          “Corresponding Class A Equivalents” means, with respect to any referenced Class B Equivalents, the Class A Equivalents that are substantially equivalent in designations, preferences, limitations, restrictions and relative rights, but not as to voting, to such specified Class B Equivalents.

          “Corresponding Class B Equivalents” means, with respect to any referenced Class A Equivalents, the Class B Equivalents that are substantially equivalent in designations, preferences, limitations, restrictions and relative rights, but not as to voting, to such specified Class A Equivalents.

          “Gaming Authorities” means all governmental authorities or agencies with regulatory control or jurisdiction over the gaming or gambling operations of the Company and its subsidiaries, including without limitation, the Nevada Gaming Commission.

          “Gaming Laws” means any U.S. Federal, state, local or foreign statute, ordinance, rule, regulation, permit, consent, approval, license, judgment, order, decree, injunction or other authorization governing or relating to the current or contemplated manufacturing, distribution, casino gambling and gaming activities and operations of the Company, including, without limitation, the gaming laws and regulations of the State of Nevada.

          “Membership Units Equivalents” means the Class A Equivalents or Class B Equivalents of the Company.

          “Membership Units” has the meaning given to such term in the recitals set forth above.

          “Mr. Cramer” has the meaning given to such term in the introduction hereto.

          “Mr. Langer” has the meaning given to such term in the introduction hereto.

          “Mr. Rothenberg” has the meaning given to such term in the introduction hereto.

          “Required Number” means the number of Class A Units or Class A Equivalents to be purchased by Co-Investment Partners from WH/LVH Voteco pursuant to the exercise by Co-Investment Partners of its option to purchase Class A Units or

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Class A Equivalents pursuant to the provisions of Section 3 hereof, in connection with an Approved Sale, as specified by Co-Investment Partners in a Call Notice delivered by Co-Investment Partners to WH/LVH Voteco; provided that unless otherwise approved by the Colony Capital Advisory Committee, such specified number shall be equal to the product of (i) the number of Class A Units or Class A Equivalents, as applicable, held by WH/LVH Voteco immediately prior to the consummation of such Approved Sale times (ii) a fraction, the numerator of which is the number of Class B Units or Corresponding Class B Equivalents, as applicable, to be Transferred by Co-Investment Partners to such Approved Purchaser pursuant to such Approved Sale and the denominator of which is the total number of Class B Units or Corresponding Class B Equivalents, as applicable, held by Co-Investment Partners immediately prior to consummation of such Approved Sale.

          “Securities Act” means the Securities Act of 1933, as amended.

          “Transfer” means to voluntarily or involuntarily sell, assign, exchange or in any other manner transfer with or without consideration, except pursuant to a distribution of equity interests by Co-Investment Partners to its partners. “Transferred” has the correlative meaning.

          “WH/LVH Voteco” has the meaning given to such term in the introduction hereof.

          “WH/LVH Voteco Interest” has the meaning given to such term in the recitals set forth above.

          “WH/LVH Voteco Member” has the meaning given to such term in the introduction hereof.

          Section 2.  Restriction on Transfer.

                (a)  So long as WH/LVH Voteco holds Class A Units or Class A Equivalents, WH/LVH Voteco shall not Transfer ownership of any or all such Membership Units or equivalents owned by it except as contemplated by Section 3 hereof. The Transfer of record or beneficial ownership of any Class A Units or Class A Equivalents, by operation of law or otherwise, by or upon the direction or authorization of WH/LVH Voteco shall be deemed invalid, null and void, and of no force or effect, unless such Transfer is made pursuant to the provisions of Section 3 hereof.

                (b)   No WH/LVH Voteco Member shall Transfer record or beneficial ownership of any or all WH/LVH Voteco Interests owned by such WH/LVH Voteco Member, unless such Transfer is approved in writing by the Colony Capital Advisory Committee; provided that any WH/LVH Voteco Member may Transfer record or beneficial ownership of any or all of such WH/LVH Voteco Member’s WH/LVH Voteco Interests to any other WH/LVH Voteco Member without obtaining such approval. The Transfer of record or beneficial ownership of any Coinvestment Voteco Interests, by operation of law or otherwise, by or upon the direction or authorization of any Coinvestment Voteco Member shall be deemed invalid, null and void, and of no force or

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effect, and the transferee of any such Coinvestment Voteco Interests shall not be entitled to vote such Coinvestment Voteco Interests or receive distributions on such Coinvestment Voteco Interests or have any other rights in or respecting such Coinvestment Voteco Interests, unless such Transfer is approved in writing by the Colony Capital Advisory Committee or is a Transfer described in the proviso to the immediately preceding sentence.

          Section 3.  Call Option.

                (a)   Right to Call Class A Units and Class A Equivalents. Notwithstanding any other provision hereof, on each occasion that Co-Investment Partners proposes to Transfer (including, without limitation, by operation of law or pursuant to any merger, consolidation, reorganization or recapitalization) any of the Class B Units or Class B Equivalents held by it to an Approved Purchaser (any such transaction, an “Approved Sale”), then Co-Investment Partners shall have an option, which, unless Co-Investment Partners otherwise receives approval from Gaming Authorities, Co-Investment Partners shall assign to such Approved Purchaser (such Approved Purchaser or Co-Investment Partners, as applicable, hereinafter referred to as the “Optionholder”), to purchase from WH/LVH Voteco upon such Approved Sale the Required Number of Class A Units, in the case of an Approved Sale of Class B Units, or Corresponding Class A Equivalents, in the case of an Approved Sale of Class B Equivalents, at a cash price per unit equal to the sum of (a) the amount in cash or fair market value of any other consideration originally paid by WH/LVH Voteco for such Required Number of Class A Units or Corresponding Class A Equivalents, as applicable, plus (b) the amount equivalent to a six percent (6%) annual rate of interest on such amount or fair market value, compounded annually, calculated from the date WH/LVH Voteco acquired such Class A Units or Corresponding Class A Equivalents, as applicable, on the basis of a 360-day year comprised of twelve 30-day months, to and excluding the Approved Sale Date.

                (b)   Call Notice. Prior to consummating any Approved Sale, if the Optionholder elects to exercise the options granted to it under this Section 3, Co-Investment Partners shall provide each of the Class A Holders with a written notice (the “Call Notice”) not less than five (5) days prior to the proposed date of the Approved Sale (the “Approved Sale Date”). The Call Notice shall state that the Optionholder is exercising its option to purchase Class A Units or Class A Equivalents pursuant to this Section 3 and shall set forth: (i) the name and address of the Optionholder, (ii) the aggregate number of Class B Units and Class B Equivalents held of record by Co-Investment Partners as of the date of the Call Notice, (iii) the number of Class B Units or Class B Equivalents to be sold by Co-Investment Partners to the Approved Purchaser pursuant to such Approved Sale, (iv) the Required Number of Class A Units or Class A Equivalents to be purchased by the Optionholder in connection with such Approved Sale, (v) the Approved Sale Date and (vi) the address for delivery of the certificates representing the Class A Units or Class A Equivalents to be purchased by the Optionholder. Anything herein to the contrary notwithstanding, the Optionholder shall not be permitted to exercise its option under this Section 3 with respect to Membership

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Units held by WH/LVH Voteco unless, concurrently with such exercise, it shall also exercise a similar option in respect of a proportional amount of the Class A Units and/or Class A Equivalents held by each other Class A Holder on substantially similar economic and non-economic terms.

                (c)   Delivery of Certificates. On the Approved Sale Date, WH/LVH Voteco shall deliver to the Optionholder the certificates for the Class A Units or Class A Equivalents being sold by it to the Optionholder, duly endorsed for transfer with signature guaranteed, in the manner and at the address indicated in the Call Notice against delivery of immediately available funds in the amount of the purchase price for such Class A Units or Class A Equivalents.

          Section 4.  Legends. WH/LVH Voteco shall use its reasonable efforts to cause each certificate representing Class A Units or Class A Equivalents owned of record and beneficially by WH/LVH Voteco to contain the following legends:

          THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE DISPOSED OF (A “TRANSFER”) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT DATED AS OF JUNE 18, 2004. ANY TRANSFEREE OF THESE SECURITIES TAKES SUBJECT TO THE TERMS OF SUCH AGREEMENT, A COPY OF WHICH IS ON FILE WITH THE COMPANY.

          THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) OR STATE SECURITIES LAWS, AND NO TRANSFER OF THESE SECURITIES MAY BE MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, OR (B) PURSUANT TO AN EXEMPTION THEREFROM WITH RESPECT TO WHICH THE COMPANY MAY, UPON REQUEST, REQUIRE A SATISFACTORY OPINION OF COUNSEL FOR THE HOLDER THAT SUCH TRANSFER IS EXEMPT FROM THE REQUIREMENTS OF THE ACT.

          THE OWNERSHIP AND TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AND RESTRICTED BY THE TERMS AND CONDITIONS OF A CERTAIN TRANSFER RESTRICTION AGREEMENT DATED JULY 19, 2006. THE COMPANY WILL FURNISH A COPY OF SUCH TRANSFER RESTRICTION AGREEMENT WITHOUT CHARGE TO ANY MEMBER ON REQUEST.

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          Section 5.  Recapitalization, etc.; After-Acquired Stock

                (a)   The provisions of this Agreement (including any calculation of ownership interests) shall apply to any and all equity interests of the Company or any capital stock, partnership interests or any other security evidencing ownership interests in any successor of the Company (whether by merger, consolidation, sale of assets or otherwise) that may be issued in respect of, in exchange for, or in substitution of the Membership Units by reason of any stock dividend, split, reverse split, combination, recapitalization, liquidation, reclassification, merger, consolidation or otherwise.

                (b)   Whenever WH/LVH Voteco becomes the record or beneficial owner of any additional Class A Units, such units shall be subject to the terms of this Agreement and included in the definition of “Class A Units” hereunder. Whenever WH/LVH Voteco becomes the record or beneficial owner of any additional Class A Equivalent, such Class A Equivalents shall be subject to the terms of this Agreement and included in the definition of “Class A Equivalents” hereunder. The certificates therefor shall be surrendered for legending in accordance with Section 4 of this Agreement, unless already so legended.

          Section 6.  Termination. This Agreement shall terminate upon the earlier of (a) WH/LVH Voteco owning no Class A Units and no Class A Equivalents or (b) Co-Investment Partners owning no Class B Units and no Class B Equivalents.

          Section 7.  Notices. Whenever notice is required to be given under the provisions of this Agreement, it shall be given in writing by hand-delivery, telefax, or United States registered or certified mail, return receipt requested, and shall be deemed to have been transmitted on the date such notice is so delivered, transmitted or mailed, if addressed as set forth below or to such other addresses and fax numbers as any of the parties hereto by written notice to the other parties hereto, may from time to time designate.

        if to any WH/LVH Voteco Member:

c/o Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004

with a copy to:

Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
Attn: General Counsel

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        if to WH/LVH Voteco:

c/o Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
Attn: Jonathan Langer

with a copy to:

Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
Attn: General Counsel

      if to Co-Investment Partners:

c/o Colony Capital, LLC
1999 Avenue of the Stars, Suite 1200
Los Angeles, California 90067
Attn: Mr. Jonathan H. Grunzweig

          Section 8.  Additional Actions and Documents. Each party hereto shall take or cause to be taken such further actions and to execute and deliver such documents or instruments as may from time to time be reasonably necessary in order to carry out the purposes of this Agreement.

          Section 9.  Specific Performance. The parties hereto recognize that the provisions herein contained are of particular importance for the protection and promotion of their existing and future interests; that the Membership Units of the Company and the WH/LVH Voteco Interests will be closely held; and that the relationships of the parties to one another are and will be such that, in the event of any breach of this Agreement, a claim for monetary damages may not constitute an adequate remedy; and that it may, therefore, be necessary for the protection of all of the parties hereto and for the effectuation of the provisions of this Agreement, in the event of a breach of this Agreement, to apply for specific performance thereof. It is, accordingly, hereby agreed that no objection to the form of the action or to the form of relief prayed for in any proceeding for specific performance of this Agreement, shall be raised by any party hereto, in order that such relief may be obtained by the party aggrieved.

          Section 10.  Construction. Unless the context of this Agreement clearly requires otherwise, references to the plural include the singular, to the singular include the plural, to the male gender include the female and neuter genders and vice versa, and to the part include the whole. The term “including” is not limiting. The words “hereof,” “herein,” “hereby,” “hereunder” and similar terms in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement. Section and clause references are to this Agreement unless otherwise specified.

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          Section 11.  Miscellaneous.

                (a)   No Waiver. No waiver or modification of any term or condition of this Agreement shall be effective unless in writing signed by all the parties hereto.

                (b)   Severability. In case any of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement, but this Agreement shall be construed as if such invalid, illegal or unenforceable provision or provisions are not contained herein.

                (c)   Binding Effect. This Agreement shall be binding and inure to the benefit of the parties hereto, their respective heirs, guardians, personal representatives, successors, successors in interest, and assigns.

                (d)   Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York.

                (e)   Counterparts. This Agreement may be executed in counterparts, (including by facsimile) each of which shall be an original, but all of which together shall constitute one document.

[THE BALANCE OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK.]

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          IN WITNESS WHEREOF, the parties hereto have executed this Agreement under seal with the intent that this be a sealed instrument, as of the day and year first above written.

/s/ BRAHM CRAMER
BRAHM CRAMER

/s/ JONATHAN LANGER

/s/ STUART ROTHENBERG
STUART ROTHENBERG

WH/LVH MANAGERS VOTECO LLC

By:   /s/ Jonathan Langer
         Name:  Jonathan Langer
         Title:  Member

COLONY RESORTS LVH CO-INVESTMENT PARTNERS, L.P.

By:   COLONY CAPITAL RESORTS LVH
         CO-INVESTMENT, L.P.
         its general partner

By:   COLONY RESORTS LVH
         CO-INVESTMENT GENPAR, LLC
         its general partner

By:   /s/ Thomas J. Barrack, Jr.
         Name:  Thomas J. Barrack, Jr.
         Title:  Sole Member

[Signature Page to WH/LVH Managers Voteco Transfer Restriction Agreement] EX-99.5 4 ex_5.htm EXHIBIT 5--LETTER

Exhibit 5

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

June 18, 2004

Stuart M. Rothenberg
Brahm Cramer
Jonathan Langer
c/o WH Advisors, L.L.C. 2001
85 Broad Street
New York, New York 10004

re:  Colony Resorts LVH Acquisition, LLC (the "Las Vegas Hilton")

Gentlemen:

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”).

The Independent Managers are managers of (i) WH Advisors, L.L.C. 2001 (the “Street General Partner”), the general partner of Whitehall Street Global Real Estate Limited Partnership 2001 (the “Street Fund”) and (ii) WH Parallel Advisors, L.L.C. 2001 (the “Parallel General Partner”), the general partner of Whitehall Parallel Global Real Estate Limited Partnership 2001 (the “Parallel Fund”). Goldman understands that the Street Fund, the Parallel Fund and Whitehall Street Global Employee Fund 2001, L.P. (the “Employee Fund” and, together with the Street Fund and the Parallel Fund, the “Funds”) have made an equity investment in the Las Vegas Hilton, and that, in furtherance of their responsibilities and duties as managers of the Street General Partner and the Parallel General Partner, the Independent Managers desire to acquire voting shares of the Las Vegas Hilton (the “Voting Shares”). 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 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 adviser to the Funds or in its role as manager of Whitehall Street Employee Funds 2001 GP, L.L.C., the general partner of the Employee Fund.

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 GOLDMAN SACHS GROUP, INC.
By:	/s/ David Viniar
	Name: Title:	David Viniar Chief Financial Officer

Sincerely, GOLDMAN, SACHS & CO., INC.
By:	/s/ David Viniar
	Name: Title:	David Viniar Managing Director

AGREED AND ACCEPTED:

/s/ Stuart M. Rothenberg
Stuart M. Rothenberg


/s/ Brahm Cramer           
Brahm Cramer


/s/ Jonathan Langer        
Jonathan Langer

EX-99.5

Exhibit 5

EX-99.6

Exhibit 6

Joint Filing Agreement

                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.

Date: July 31, 2006

WH/LVH Managers Voteco LLC

/s/ Jonathan Langer

By: Jonathan Langer
Title: Member

/s/ Stuart M. Rothenberg
	Stuart M. Rothenberg

/s/ Brahm Cramer
	Brahm Cramer

/s/ Jonathan Langer
	Jonathan Langer