Investors Oppose Riviera Merger

Triple Five Investco, LLC has sent a letter to the Chairman of the Board of Directors of Riviera Holdings Corporation expressing its intent to vote against Riviera's proposed merger. The text of the letter is as follows:

July 18, 2006

Mr. William Westerman

Chairman of the Board, CEO and President

Riviera Holdings Corporation

2901 Las Vegas Boulevard South

Las Vegas, NV 89109



Dear Mr. Westerman:

Triple Five Investco, LLC and certain of its affiliates (collectively, "Triple Five"), based on the most recently available SEC filings, is Riviera Holdings Corporation's ("Riviera") third largest shareholder. We write this letter with respect to Riviera's announcement of April 6, 2006 that it has agreed to be acquired by Riv Acquisition Holdings Inc. for $17 per share. Riviera has notified its shareholders that they should soon be receiving proxy materials to vote either in favor or against this acquisition at $17 per share. In the meantime, we would like to inform you that it is our intention to vote the entirety of our shareholdings against the proposed acquisition at $17 per share. Our decision in this regard is based solely on the economics of this transaction.

We are one of the largest owners and developers of real estate in Las Vegas and have substantial landholdings in Las Vegas, including more than 40 acres of prime casino resort zoned land directly on Las Vegas Boulevard (The Strip). In such capacity, we are very familiar with recent transactions of both land and casino properties trading hands on The Strip at quite substantially higher values than those, in our calculations, being attributed to Riviera's Las Vegas property under the current $17 per share proposal. As well, we would like to point out that the cost to replace a project similar to Riviera's Las Vegas property, comprising approximately 1.8 million square feet, inclusive of 110,000 square feet of casino space, a 160,000 square-foot convention, meeting and banquet facility, 2,100 hotel rooms (including 169 luxury suites) in five towers, three restaurants including a buffet and barbeque, four showrooms, a lounge and approximately 2,300 parking spaces, together with land would, in our estimates, total in excess of $1.7 billion. According to Riviera's SEC filings, the total consideration for Riviera, including its Black Hawk, Colorado casino, would be approximately $410.5 million under the current $17 per share proposal.

2006-07-19