Stock Purchase Agreement



 Exhibit 10.7 
  
 COLONY RESORTS LVH ACQUISITIONS, LLC 
  
 SECURITIES PURCHASE AGREEMENT 
  
 June 18, 2004 
  
 Colony Resorts LVH Coinvestment VoteCo, LLC 
 c/o Colony Capital LLC 
 1999 Avenue of the Stars, Suite 1200 
 Los Angeles, California 90067 
  

	Attn:	Thomas J. Barrack, Jr. 

 Nicholas L. Ribis 
  
 Colony Resorts LVH Coinvestment VoteCo, LLC, a Delaware limited liability
company (the “Investor”) hereby agrees with Colony Resorts LVH Acquisitions, LLC., a Nevada limited liability company (the “Company”), as follows: 
  
 1. PURCHASE AND SALE OF SECURITIES 
  
 Subject to the terms and conditions hereof, the Company is selling to the Investor and the Investor is purchasing from the
Company the number of the Company’s Class A voting membership units (“Class A Membership Units”), set forth on Schedule I hereto (the “Securities”) for the aggregate amount in cash set forth on Schedule I
hereto. Such sale and purchase shall be effected by the Company delivering to the Investor duly endorsed certificates evidencing the Securities to be purchased or subscribed against delivery by the Investor to the Company of the applicable amount
set forth on Schedule I. All payments for Securities shall be made by check or wire transfer. Upon receipt of certificates evidencing the Securities, the Investor will execute all documentation reasonably necessary to make it a party to the
Company’s Amended and Restated Limited Liability Company Agreement, dated of even date herewith (the “Limited Liability Company Agreement”), the form of which is attached as Exhibit A hereto. 
  
 2. REPRESENTATIONS AND WARRANTIES 
  
 Neither the Company nor any other Person makes any representation or warranty
herein with respect to the Securities or the business and operations of the Company except as follows: 
  
 (a) The Company represents and warrants that: 
  
 (i) Existence. The Company is a limited liability company duly organized, validly existing and in good standing under the laws of
the State of Nevada. 
  
 (ii) Authorization
and Enforceability. The Company has full power and authority and has taken all required action necessary to permit it to execute and deliver this Agreement and to perform the terms hereof and to issue and deliver the Securities, and none of








 such actions will violate any provision of the Certificate of Formation or the Limited Liability Company
Agreement of the Company. This Agreement constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms. 
  
 (iii) Issuance of Securities. Upon issuance the Securities will be validly issued and outstanding,
fully paid and nonassessable, and shall represent 60% of the Class A Membership Units of the Company then issued and outstanding. 
  
 (iv) Capitalization. The equity capitalization of the Company is as set forth on Exhibit B hereto. Other than as set forth
on Exhibit B, there are no existing options, convertible securities, warrants, calls or commitments of any character relating to any unissued shares of capital stock other than as contemplated in (i) the Limited Liability Company Agreement or
(ii) the securities purchase agreements, dated even date herewith between the Company and Colony Resorts LVH Holdings, LLC, Colony Resorts LVH VoteCo, LLC and Colony Resorts LVH Co-Investment Partners, L.P. 
  
 (b) The Investor acknowledges and agrees that it is relying
solely on its own knowledge of the business and operations of the Company and its own evaluation of the merits and risks of the investment contemplated by this Securities Purchase Agreement (the “Agreement”). In addition, the
Investor represents and warrants that: 
  
 (i)
Approved Purchaser. The Investor 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, including without limitation the Nevada Gaming Commission, Nevada State Gaming Control Board and the Clark County Liquor and Gaming Board, under all applicable gaming laws and
regulations of the State of Nevada. 
  
 (ii)
Offering Exemption. The Investor understands that the Securities have not been registered under the Securities Act, nor qualified under any state securities laws, and that they are being offered and sold pursuant to an exemption from such
registration and qualification based in part upon the representations of the Investor contained herein. 
  
 (iii) Knowledge of Offer. The Investor is familiar with the business and operations of the Company and has been given the
opportunity to obtain all information that it has requested regarding the Company’s business plans and prospects. 
  
 (iv) Knowledge and Experience; Ability to Bear Economic Risks. The Investor has such knowledge and experience in financial and
business matters that it is capable of evaluating the merits and risks of the investment contemplated by this Agreement. The Investor is able to bear the economic risk of its investment in the Company (including a complete loss of its investment).

  
 (v) Limitations on Disposition. The
Investor recognizes that no public market exists for the Securities and no representation has been made to the Investor that such public market will exist in the future. The Investor understands that the Investor must bear the economic risk of this
investment indefinitely unless its Securities are registered pursuant to the Securities Act or an exemption from such registration is available, and unless the disposition of 
  

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 such Securities is qualified under applicable state securities laws or an exemption from such
qualification is available, except as provided in Article X of the Limited Liability Company Agreement, the Company has no obligation or present intention of so registering the Securities. The Investor further understands that there is no assurance
that any exemption from the Securities Act will be available, or, if available, that such exemption will allow the Investor to Transfer any or all of the Securities, in the amounts, or at the time the Investor might propose. The Investor further
acknowledges that the Company is not presently under any obligation to register the Securities under Section 12 of the Exchange Act. 
  
 (vi) Investment Purpose. The Investor is acquiring the Securities solely for its own account for investment and not with a view
toward the resale, Transfer, or distribution thereof, nor with any present intention of distributing the Securities. No other Person has any right with respect to or interest in the Securities to be purchased by the Investor, nor has the Investor
agreed to give any Person any such interest or right in the future. 
  
 (vii) Capacity. The Investor has full power and legal right to execute and deliver this Agreement and to perform its obligations hereunder. 
  
 (viii) Accredited Investor. The Investor is an “accredited investor” as such term is
defined by the Securities Act. 
  
 3. INTERPRETATION OF THIS
AGREEMENT 
  
 (a) Terms Defined. As
used in this Agreement, the following terms have the respective meanings set forth below: 
  
 Exchange Act: the Securities Exchange Act of 1934, as amended. 
  
 Person: an individual, partnership, joint-stock company, corporation, limited liability company,
trust or unincorporated organization, and a government or agency or political subdivision thereof. 
  
 Securities Act: the Securities Act of 1933, as amended. 
  
 Transfer: any sale, assignment, pledge, hypothecation, or other disposition or encumbrance.

  
 (b) Directly or Indirectly. Where any
provision in this Agreement refers to action to be taken by any Person, or which such Person is prohibited from taking, such provision shall be applicable whether such action is taken directly or indirectly by such Person. 
  
 (c) Governing Law. This Agreement shall be governed
by and construed in accordance with the laws of the State of Delaware applicable to contracts made and to be performed entirely within such State. 
  
 (d) Section Headings. The headings of the sections and subsections of this Agreement are inserted for convenience only and shall
not be deemed to constitute a part thereof. 
  

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	4.	MISCELLANEOUS 

  
 (a) Notices. 
  
 (i) All communications under this Agreement shall be in writing and shall be delivered by hand or mailed by overnight courier or by
registered or certified mail, postage prepaid: 
  
 (A) if to the
Company, at 3000 Paradise Road, Las Vegas, Nevada 89109, marked for attention of President, or at such other address as the Company may have furnished the Investor in writing; 
  
 (B) if to the Investor, at address listed above, or at such other address as the Investor may have furnished the Company in
writing. 
  
 (ii) Any notice so addressed shall
be deemed to be given: if delivered by hand, on the date of such delivery; if mailed by courier, on the first business day following the date of such mailing; and if mailed by registered or certified mail, on the third business day after the date of
such mailing. 
  
 (b) Reproduction of
Documents. This Agreement and all documents relating thereto, including, without limitation, (i) consents, waivers and modifications which may hereafter be executed, (ii) documents received by the Investor pursuant hereto (except for
certificates evidencing the Securities) and (iii) financial statements, certificates and other information previously or hereafter furnished to the Investor, may be reproduced by the Investor by any photographic, photostatic, microfilm, microcard,
miniature photographic or other similar process and the Investor may destroy any original document so reproduced. The parties hereto agree and stipulate that any such reproduction shall be admissible in evidence as the original itself in any
judicial or administrative proceeding (whether or not the original is in existence and whether or not such reproduction was made by the Investor in the regular course of business) and that any enlargement, facsimile or further reproduction of such
reproduction shall likewise be admissible in evidence. 
  
 (c) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties. 
  

(d) Amendment and Waiver. This Agreement may be amended, and the observance of any term of this Agreement may be waived, with,
and only with, the written consent of the Company and the Investor. 
  
 (e) Counterparts. This Agreement may be executed in one or more counterparts (including by facsimile), each of which shall be deemed an original and all of which together shall be considered one and the same
agreement. 
  
 [Signature Page Follows] 
  

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	 Very truly yours,

	
	 COLONY RESORTS LVH ACQUISITIONS, LLC

		
	By:	 	 /s/    Rodolfo Prieto      

	 	 	 Name: Rodolfo Prieto
 Title: Chief Executive
Officer



  

			
	 ACCEPTED & AGREED:

	
	COLONY RESORTS LVH COINVESTMENT VOTECO, LLC
		
	By:	 	 /s/    Thomas J. Barrack,
Jr.        

	 	 	 Name: Thomas J. Barrack, Jr.
 Title:
Manager


  
 [Signature Page to
Coinvestment VoteCo SPA] 
  







 SCHEDULE I 
  
 PURCHASES OF SECURITIES BY COLONY RESORTS LVH COINVESTMENT VOTECO, LLC 
  

									
	 Number of Class A
Membership Units

	 	 Price per unit of
 Class A
 Membership
 Units

	 	 Number of Class
 B Membership
 Units

	 	 Price per Unit
 of Class B
 Membership
 Units

	 	 Total
 Consideration


	 0.90
	 	$100	 	0	 	$100	 	$90.00