SC 13D/A

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

(Amendment No. 7)

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)

Ben I. Adler, Esq.

Goldman, Sachs & Co.
200 West Street
New York, New York 10282
212-902-1000

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

May 19, 2011

(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
(Amendment No. 7)

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*

OO

(Page 2 of 8 Pages)

SCHEDULE 13D
(Amendment No. 7)

CUSIP No. N/A

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

Alan Steven Kava

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

3 SEC USE ONLY
  

4 SOURCE OF FUNDS*

N/A

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

(Page 3 of 8 Pages)

SCHEDULE 13D
(Amendment No. 7)

CUSIP No. N/A

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

Peter Weidman

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

3 SEC USE ONLY
  

4 SOURCE OF FUNDS*

N/A 

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

(Page 4 of 8 Pages)

This Amendment No. 7 to statement on Schedule 13D (“Amendment No. 7”) is being filed jointly by WH/LVH Managers Voteco LLC (“Voteco”), Alan Steven Kava (“Mr. Kava”) and Peter Weidman (“Mr. Weidman” and together with Voteco and Mr. Kava, the “Reporting Persons”), and amends the original statement on Schedule 13D by Voteco, Jonathan Langer (“Mr. Langer”), Brahm Cramer (“Mr. Cramer”) and Stuart M. Rothenberg (“Mr. Rothenberg”) filed on July 31, 2006 (the “Original Schedule 13D”), as amended by Amendment No. 1 to statement on Schedule 13D filed on March 11, 2009 (“Amendment No. 1”), Amendment No. 2 to statement on Schedule 13D filed on August 24, 2009 (“Amendment No. 2”), Amendment No. 3 to statement on Schedule 13D filed on September 15, 2009 (“Amendment No. 3”), Amendment No. 4 to statement on Schedule 13D filed on January 5, 2010 (“Amendment No. 4”), Amendment No. 5 to statement on Schedule 13D filed on January 21, 2010 (“Amendment No. 5”) and Amendment No. 6 to statement on Schedule 13D filed on June 15, 2010 (“Amendment No. 6”) (the Original Schedule 13D as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5 and Amendment No. 6, the “Schedule 13D”).  This Amendment No. 7 relates to the class A voting membership units (“Class A Units”) of Colony Resorts LVH Acquisitions, LLC, a Nevada limited liability company (the “Company”).

Item 2. Identity and Background.

The second sentence of Item 2(a) of the Schedule 13D is hereby deleted and replaced with the following:

“Mr. Kava and Mr. Weidman are the managers of Voteco and, effective as of May 19, 2011, collectively hold all of the membership interests in Voteco.”

Item 2(f) of the Schedule 13D is hereby deleted and replaced with the following:

“(f)  Voteco is a Delaware limited liability company and Mr. Kava and Mr. Weidman are United States citizens.”

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

Item 3 of the Schedule 13D is hereby amended by inserting the following new paragraph after the first paragraph thereof:

“Effective as of May 19, 2011, Mr. Langer assigned to Mr. Kava 100% of Mr. Langer’s membership interests in Voteco for no consideration pursuant to the agreement attached hereto as Exhibit 21.  Effective as of May 19, 2011, Mr. Cramer assigned to Mr. Weidman 100% of Mr. Cramer’s membership interests in Voteco for no consideration pursuant to the agreement attached hereto as Exhibit 22.  Effective as of May 19, 2011, Steven Angel (“Mr. Angel”) assigned to Mr. Kava 50% of Mr. Angel’s membership interests in Voteco and to Mr. Weidman 50% of Mr. Angel’s membership interests in Voteco for no consideration pursuant to the agreement attached hereto as Exhibit 23.”

(Page 5 of 8 Pages)

Item 5. Interest in Securities of the Issuer.

Item 5(a) of the Schedule 13D is hereby deleted and replaced with the following:

“(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 May 19, 2011, Mr. Kava and Mr. Weidman, as the members of Voteco, are deemed to beneficially own 0.6 Class A Units representing 40.0% of the outstanding Class A Units.”

Item 5(b) of the Schedule 13D is hereby deleted and replaced with the following:

“(b)  Effective as of  May 19, 2011, 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.’”

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

The fifth paragraph of Item 6 of the Schedule 13D is hereby deleted and replaced with the following:

“In connection with the application by Mr. Kava and Mr. Weidman to the Nevada Gaming Commission and other regulatory authorities for approval to participate in the management of gaming operations at the hotel/casino properties owned by the Company (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 Mr. Kava and Mr. Weidman have agreed that Goldman will not take any action to influence Mr. Kava and Mr. Weidman in the exercise of their management or voting rights in respect of Gaming Operations, and Goldman has authorized Mr. Kava and Mr. Weidman to exercise such rights independently of, and without consultation with, Goldman. The Letter Agreement setting forth this agreement is attached hereto as Exhibit 24 and is incorporated herein by reference.”

(Page 6 of 8 Pages)

Item 7. Material to be Filed as Exhibits.

Exhibit	Name
20	Joint Filing Agreement, dated June 8, 2011.
21	Assignment and Assumption of Limited Liability Company Interest in WH/LVH Managers Voteco LLC, dated December 31, 2009, between Mr. Langer and Mr. Kava.
22	Assignment and Assumption of Limited Liability Company Interest in WH/LVH Managers Voteco LLC, dated February 16, 2010, between Mr. Cramer and Mr. Weidman.
23	Assignment and Assumption of Limited Liability Company Interest in WH/LVH Managers Voteco LLC, dated July 30, 2010, among Mr. Angel, Mr. Kava and Mr. Weidman.
24	Letter, dated January 31, 2010, among The Goldman Sachs Group, Inc. and Goldman, Sachs & Co. and Mr. Kava and Mr. Weidman.

(Page 7 of 8 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: June 8, 2011

WH/LVH MANAGERS VOTECO LLC
/s/ Yvette Kosic
By:	Yvette Kosic
Title:	Attorney-in-fact

PETER WEIDMAN
/s/ Yvette Kosic
By:	Yvette Kosic
Title:	Attorney-in-fact
ALAN STEVEN KAVA
/s/ Yvette Kosic
By:	Yvette Kosic
Title:	Attorney-in-fact

(Page 8 of 8 Pages)

EX-99.20

EXHIBIT 20

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:  June 8, 2011

WH/LVH MANAGERS VOTECO LLC

/s/ Yvette Kosic                                                     

By:   Yvette Kosic

Title: Attorney-in-fact

PETER WEIDMAN

/s/ Yvette Kosic                                                      

By:   Yvette Kosic

Title: Attorney-in-fact

ALAN STEVEN KAVA

/s/ Yvette Kosic                                                     

By:   Yvette Kosic

Title: Attorney-in-fact

EX-99.21

EXHIBIT 21

ASSIGNMENT AND ASSUMPTION OF

LIMITED LIABILITY COMPANY INTEREST

IN

WH/LVH MANAGERS VOTECO LLC

This Assignment and Assumption of Limited Liability Company Interest (Assignment), dated this 31st day of December, 2009, is made and entered into by and between Jonathan A. Langer (Assignor) and Alan Steven Kava (Assignee).

I.

Recitals

1.01           The Company.  Assignor is the owner of a membership interest in WH/LVH Managers Voteco LLC, a Delaware limited liability company (Company), which was formed pursuant to the Certificate of Formation of the Company filed with the Delaware Division of Corporations on November 23, 2004 (Articles).  Assignor’s membership interest in the Company is subject to the Second Amended and Restated Limited Liability Company Agreement of the Company dated December 30, 2009 (Agreement). Except as otherwise stated herein, all capitalized terms herein shall have the meaning ascribed to them in the Agreement.

1.02           Assigned Interest.  Assignor desires to assign to Assignee, and Assignee desires to accept from Assignor, all of Assignor’s rights, title, duties, obligations, and interest in and to his membership interest in the Company (Assigned Interest).

II.

Assignment

NOW, THEREFORE, in consideration of the mutual promises and agreements herein and other good and valuable consideration, the sufficiency and adequacy of which Assignor and Assignee acknowledge, Assignor and Assignee represent, warrant, and agree as follows.

2.01           Gaming Approval.  This Assignment is governed by the Nevada Gaming Control Act and shall not be effective for any purpose whatsoever until approved by the Nevada Gaming Commission.

2.02           Assignment and Assumption.  Effective on the date of the approval of this Assignment by the Nevada Gaming Commission, Assignor assigns, transfers, and conveys to Assignee, and Assignee accepts from Assignor, all of Assignor’s rights, title, duties, obligations, and interest in and to the Assigned Interest.

2.03           Acceptance.  By his acceptance of the Assigned Interest, Assignee accepts and agree to be bound by all of the terms and provisions of the Articles and the Agreement.

1 

2.04           Representations by Assignor.  Assignor warrants and represents for the reliance and benefit of Assignee and the Company that Assignor is the owner of the Assigned Interest and that Assignor has not previously sold, assigned, transferred, or encumbered the Assigned Interest.

2.05           Representations by Assignor and Assignee.  Assignor and Assignee represent and warrant for the reliance and benefit of the Company that this Assignment is made in accordance with all applicable laws and regulations and that it complies with Article 12 of the Agreement.

III.

Miscellaneous

3.01           Applicable Law.  This Assignment shall be governed by and construed (both as to validity and performance) and enforced in accordance with the laws of the State of Nevada.

3.02           Attorneys’ Fees.  In the event any party to this Assignment institutes an action or other proceeding to enforce any rights arising under this Assignment, the party prevailing in the action or other proceeding shall be paid all reasonable costs and attorneys’ fees by the other party, the fees to be set by the court and not by a jury and to be included in any judgment entered in the proceeding.

3.03           Counterparts.  This Assignment may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

3.04           Entire Agreement.  This Assignment is the sole expression of the parties’ intent and expectations and contains all of the terms agreed upon by the parties with respect to the subject matter hereof, and there are no representations or understandings among the parties except as provided in this Assignment. This Assignment may not be amended or modified in any way except by a written amendment to this Assignment duly executed by all parties.

3.05           Further Assurances.  Each party to this Assignment agrees to execute any other and further statements of interest and holdings, designations, powers of attorney, and other instruments necessary to comply with any laws, rules, or regulations and to complete the transactions contemplated in this Assignment.

3.06           Headings.  The headings in this Assignment are inserted for convenience only and are in no way intended to describe, interpret, define, or limit the scope, extent, or intent of this Assignment or any provision of this Assignment.

3.07           Successors and Assigns.  Each and all of the covenants, terms, provisions, and agreements contained in this Assignment shall be binding upon and inure to the benefit of the parties to this Assignment and, to the extent permitted by this Assignment and the Agreement, their respective heirs, legal representatives, successors, and assigns.

2 

IN WITNESS WHEREOF, the parties hereto have caused this Assignment to be duly executed as of the day and year first-above written.

ASSIGNOR:

/s/ Jonathan Langer                                             

Jonathan Langer

ASSIGNEE:

/s/ Alan Steven Kava                                          

Alan Steven Kava

  3

ACKNOWLEDGMENT AND CONSENT

The Company and the Managers, in reliance on the representations and warranties set forth in the foregoing Assignment, consent to the foregoing Assignment upon the terms and conditions set forth therein; provided, however, that Assignee shall be bound by the terms and conditions of the Operating Agreement of the Company.

DATED this 31st day of December, 2009.

COMPANY

WH/LVH MANAGERS VOTECO LLC

a Delaware limited liability company

By:  /s/ Steven Angel                                     

Name:  Steven Angel                                                              

Title:  Manager                                   

4

EX-99.22

EXHIBIT 22

ASSIGNMENT AND ASSUMPTION OF

LIMITED LIABILITY COMPANY INTEREST

IN

WH/LVH MANAGERS VOTECO LLC

This Assignment and Assumption of Limited Liability Company Interest (Assignment), dated this 16th day of February, 2010, is made and entered into by and between Brahm S. Cramer (Assignor) and Peter Weidman (Assignee).

I.

Recitals

1.01           The Company.  Assignor is the owner of a membership interest in WH/LVH Managers Voteco LLC, a Delaware limited liability company (Company), which was formed pursuant to the Articles of Organization of the Company filed with the Delaware Division of Corporations on November 23, 2004 (Articles). Assignor’s membership interest in the Company is subject to the Second Amended and Restated Limited Liability Company Agreement of the Company dated December 30, 2009 (Agreement). Except as otherwise stated herein, all capitalized terms herein shall have the meaning ascribed to them in the Agreement.

1.02           Assigned Interest.  Assignor desires to assign to Assignee, and Assignee desires to accept from Assignor, all of Assignor’s rights, title, duties, obligations, and interest in and to his membership interest in the Company (Assigned Interest).

II.

Assignment

NOW, THEREFORE, in consideration of the mutual promises and agreements herein and other good and valuable consideration, the sufficiency and adequacy of which Assignor and Assignee acknowledge, Assignor and Assignee represent, warrant, and agree as follows.

2.01           Gaming Approval.  This Assignment is governed by the Nevada Gaming Control Act and shall not be effective for any purpose whatsoever until approved by the Nevada Gaming Commission.

2.02           Assignment and Assumption.  Effective on the date of the approval of this Assignment by the Nevada Gaming Commission, Assignor assigns, transfers, and conveys to Assignee, and Assignee accepts from Assignor, all of Assignor’s rights, title, duties, obligations, and interest in and to the Assigned Interest.

2.03           Acceptance.  By his acceptance of the Assigned Interest, Assignee accepts and agree to be bound by all of the terms and provisions of the Articles and the Agreement.

1

2.04           Representations by Assignor.  Assignor warrants and represents for the reliance and benefit of Assignee and the Company that Assignor is the owner of the Assigned Interest and that Assignor has not previously sold, assigned, transferred, or encumbered the Assigned Interest.

2.05           Representations by Assignor and Assignee.  Assignor and Assignee represent and warrant for the reliance and benefit of the Company that this Assignment is made in accordance with all applicable laws and regulations and that it complies with Article 12 of the Agreement.

III.

Miscellaneous

3.01           Applicable Law.  This Assignment shall be governed by and construed (both as to validity and performance) and enforced in accordance with the laws of the State of Nevada.

3.02           Attorneys’ Fees.  In the event any party to this Assignment institutes an action or other proceeding to enforce any rights arising under this Assignment, the party prevailing in the action or other proceeding shall be paid all reasonable costs and attorneys’ fees by the other party, the fees to be set by the court and not by a jury and to be included in any judgment entered in the proceeding.

3.03           Counterparts.  This Assignment may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

3.04           Entire Agreement.  This Assignment is the sole expression of the parties’ intent and expectations and contains all of the terms agreed upon by the parties with respect to the subject matter hereof, and there are no representations or understandings among the parties except as provided in this Assignment. This Assignment may not be amended or modified in any way except by a written amendment to this Assignment duly executed by all parties.

3.05           Further Assurances.  Each party to this Assignment agrees to execute any other and further statements of interest and holdings, designations, powers of attorney, and other instruments necessary to comply with any laws, rules, or regulations and to complete the transactions contemplated in this Assignment.

3.06           Headings.  The headings in this Assignment are inserted for convenience only and are in no way intended to describe, interpret, define, or limit the scope, extent, or intent of this Assignment or any provision of this Assignment.

3.07           Successors and Assigns.  Each and all of the covenants, terms, provisions, and agreements contained in this Assignment shall be binding upon and inure to the benefit of the parties to this Assignment and, to the extent permitted by this Assignment and the Agreement, their respective heirs, legal representatives, successors, and assigns.

2 

DATED as of the day and year first written above.

ASSIGNOR

/s/ Brahm S. Cramer                    

Brahm S. Cramer

ASSIGNEE

/s/ Peter Weidman                      

Peter Weidman

3

ACKNOWLEDGMENT AND CONSENT

The Company and the Managers, in reliance on the representations and warranties set forth in the foregoing Assignment, consent to the foregoing Assignment upon the terms and conditions set forth therein; provided, however, that Assignee shall be bound by the terms and conditions of the Operating Agreement of the Company.

DATED this 16th day of February, 2010.

COMPANY

WH/L VH MANAGERS VOTE CO LLC

a Delaware limited liability company

By: /s/ Steven Angel                                

Name: Steven Angel

Title:  Manager

4

EX-99.23

EXHIBIT 23

ASSIGNMENT AND ASSUMPTION OF

LIMITED LIABILITY COMPANY INTEREST

IN

WH/LVH MANAGERS VOTECO LLC

This Assignment and Assumption of Limited Liability Company Interest (“Assignment”), dated this 30th day of July, 2010, is made and entered into by and between Steven M. Angel (“Assignor”) and Alan Steven Kava (“Kava”) and Peter A. Weidman (“Weidman” and, together with Kava, “Assignees”).

I.

Recitals

1.01           The Company.  Assignor is the owner of a membership interest in WH/LVH Managers Voteco LLC, a Delaware limited liability company (“Company”), which was formed pursuant to the Certificate of Formation of the Company filed with the Delaware Division of Corporations on November 23, 2004 (“Articles”).  Assignor’s membership interest in the Company is subject to the Second Amended and Restated Limited Liability Company Agreement of the Company dated December 30, 2009 (“Agreement”). Except as otherwise stated herein, all capitalized terms herein shall have the meaning ascribed to them in the Agreement.

1.02           Assigned Interest.  Assignor desires to assign to Kava, and Kava desires to accept from Assignor, fifty percent (50%) of Assignor’s rights, title, duties, obligations, and interest in and to his membership interest in the Company (“Kava Assigned Interest”).  Assignor desires to assign to Weidman, and Weidman desires to accept from Assignor, fifty percent (50%) of Assignor’s rights, title, duties, obligations, and interest in and to his membership interest in the Company (“Weidman Assigned Interest” and, together with Kava Assigned Interest, “Assigned Interest”).

II.

Assignment

NOW, THEREFORE, in consideration of the mutual promises and agreements herein and other good and valuable consideration, the sufficiency and adequacy of which Assignor and Assignees acknowledge, Assignor and Assignees represent, warrant, and agree as follows.

2.01           Gaming Approval.  This Assignment is governed by the Nevada Gaming Control Act and shall not be effective for any purpose whatsoever until approved by the Nevada Gaming Commission.

2.02           Assignment and Assumption.  Effective on the date of the approval of this Assignment by the Nevada Gaming Commission, Assignor assigns, transfers, and conveys to Assignees, and Assignees accept from Assignor, all of Assignor’s rights, title, duties, obligations, and interest in and to the Assigned Interest.

1

2.03           Acceptance.  By his acceptance of the Assigned Interest, Assignees accept and agree to be bound by all of the terms and provisions of the Articles and the Agreement.

2.04           Representations by Assignor.  Assignor warrants and represents for the reliance and benefit of Assignees and the Company that Assignor is the owner of the Assigned Interest and that Assignor has not previously sold, assigned, transferred, or encumbered the Assigned Interest.

2.05           Representations by Assignor and Assignees.  Assignor and Assignees represent and warrant for the reliance and benefit of the Company that this Assignment is made in accordance with all applicable laws and regulations and that it complies with Article 12 of the Agreement.

III.

Miscellaneous

3.01           Applicable Law.  This Assignment shall be governed by and construed (both as to validity and performance) and enforced in accordance with the laws of the State of Nevada.

3.02           Attorneys’ Fees.  In the event any party to this Assignment institutes an action or other proceeding to enforce any rights arising under this Assignment, the party prevailing in the action or other proceeding shall be paid all reasonable costs and attorneys’ fees by the other party, the fees to be set by the court and not by a jury and to be included in any judgment entered in the proceeding.

3.03           Counterparts.  This Assignment may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

3.04           Entire Agreement.  This Assignment is the sole expression of the parties’ intent and expectations and contains all of the terms agreed upon by the parties with respect to the subject matter hereof, and there are no representations or understandings among the parties except as provided in this Assignment. This Assignment may not be amended or modified in any way except by a written amendment to this Assignment duly executed by all parties.

3.05           Further Assurances.  Each party to this Assignment agrees to execute any other and further statements of interest and holdings, designations, powers of attorney, and other instruments necessary to comply with any laws, rules, or regulations and to complete the transactions contemplated in this Assignment.

2

3.06           Headings.  The headings in this Assignment are inserted for convenience only and are in no way intended to describe, interpret, define, or limit the scope, extent, or intent of this Assignment or any provision of this Assignment.

3.07           Successors and Assigns.  Each and all of the covenants, terms, provisions, and agreements contained in this Assignment shall be binding upon and inure to the benefit of the parties to this Assignment and, to the extent permitted by this Assignment and the Agreement, their respective heirs, legal representatives, successors, and assigns.

[SIGNATURES APPEAR ON FOLLOWING PAGES]

  3

IN WITNESS WHEREOF, the parties hereto have caused this Assignment to be duly executed as of the day and year first-above written.

ASSIGNOR:

/s/ Steven M. Angel

Steven M. Angel

ASSIGNEES:

/s/ Alan Steven Kava

Alan Steven Kava

/s/ Peter A. Weidman

Peter A. Weidman

  4

ACKNOWLEDGMENT AND CONSENT

The Company and the Managers, in reliance on the representations and warranties set forth in the foregoing Assignment, consent to the foregoing Assignment upon the terms and conditions set forth therein; provided, however, that Assignees shall be bound by the terms and conditions of the Second Amended and Restated Limited Liability Company Agreement of the Company dated December 30, 2009.

DATED this 30th day of July, 2010.

COMPANY

WH/LVH MANAGERS VOTECO LLC

a Delaware limited liability company

By: /s/ Peter Weidman

Name: Peter Weidman

Title: Manager

5

EX-99.24

EXHIBIT 24

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

January 31, 2010

Alan Kava

Peter Weidman

85 Broad Street

New York, New York· 10004

Re:           Colony Resorts LVH Acquisitions, 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 Alan Kava and Peter Weidman (collectively, the “Independent Managers”).

Goldman understands that Mr. Kava has agreed to acquire Jonathan Langer’s one-third (1/3) membership interest in WH/LVH Managers Voteco, LLC (“Voteco”), which owns forty percent (40%) of the Las Vegas Hilton (the “Voting Shares”), and that Mr. Weidman has agreed to acquire Brahm Cramer’s one-third (1/3) membership interest in Voteco. 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 ownership and 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 advisor to Whitehall Street Global Real Estate Limited Partnership 2001, Whitehall Parallel Global Real Estate Limited Partnership 2001 and Whitehall Street Global Employee Fund 2001, L.P. (the “Employee Fund”), or in its role as manager of Whitehall Street Employee Funds 2001GP, L.L.C., the general partner of the Employee Fund.

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Re·: Colony Resorts LVH Acquisition, LLC (the “Las Vegas Hilton”)

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:  David Viniar

Name:  David Viniar

Title:  Chief Financial Officer

GOLDMAN, SACHS & CO.

By:  David Viniar

Name:  David Viniar

Title:  Chief Financial Officer

AGREED AND ACCEPTED:

/s/ Alan Kava 

Alan Kava

/s/ Peter Weidman 

Peter Weidman