Attached files
| file | filename |
|---|---|
| EX-10 - EX-10 - Red Lion Hotels CORP | v54889exv10.htm |
Table of Contents
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
February 9, 2010 (February 8, 2010)
Date of Report
(Date of earliest event reported)
Date of Report
(Date of earliest event reported)
RED LION HOTELS CORPORATION
(Exact Name of Registrant as Specified in Charter)
| Washington | 001-13957 | 91-1032187 | ||
| (State or Other Jurisdiction | (Commission file number) | (I.R.S. Employer | ||
| of Incorporation) | Identification No.) |
201 W. North River Drive
Suite 100
Spokane, Washington 99201
(Address of Principal Executive Offices, Zip Code)
Suite 100
Spokane, Washington 99201
(Address of Principal Executive Offices, Zip Code)
(509) 459-6100
(Registrant’s Telephone Number, Including Area Code)
(Registrant’s Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Table of Contents
Item 1.01. Entry Into a Material Definitive Agreement
On February 8, 2010, we entered into a First Amendment to our existing credit agreement with Calyon
New York Branch, as sole lead arranger and administrative agent, KeyBank National Association, as
documentation agent, CIBC, Inc., Union Bank, N.A. and Wells Fargo Bank, National Association. We
paid a fee of $140,625 in connection with the amendment, which modified the existing credit
agreement in the following respects, among others:
| • | The “Total Leverage” financial covenant was liberalized to 5.25 to 1.0 for 2010. | |
| • | The “Senior Leverage” financial covenant was liberalized to 4.25 to 1.0 for 2010. | |
| • | The lenders’ total commitment was reduced from $50 million to $37.5 million. | |
| • | The provision allowing us to increase the size of the facility under certain circumstances was deleted. | |
| • | Interest payable on Eurodollar borrowings was increased to 325 basis points over LIBOR, while interest payable on base rate loans was increased to 225 basis points over the federal funds rate plus 0.5% or the prime rate, whichever is greater. | |
| • | The per annum fee on the unused commitment was increased to 50 basis points. | |
| • | We agreed that we would not encumber any of the following hotels: |
| • | Red Lion Hotel Denver Southeast — Aurora, Colorado; | ||
| • | Red Lion Hotel Anaheim — Anaheim, California; | ||
| • | Red Lion Hotel Pocatello — Pocatello, Idaho; or | ||
| • | Red Lion Templin’s Resort — Post Falls, Idaho. |
| • | We agreed that, if we disposed of any of these four hotels, we would apply a specified portion of the disposition proceeds to prepay the facility, and the commitment under the facility would be reduced by the amount of the prepayment. |
The foregoing summary of the amendment is qualified by the express terms of the amendment, which is
filed as Exhibit 10 to this current report.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet
Arrangement of a Registrant
The information described above under “Item 1.01. Entry into a Material Definitive Agreement” is
hereby incorporated by reference.
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Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
| Exhibit No. | Exhibit | |
10
|
First Amendment dated February 8, 2010 to Credit Agreement among the Registrant, Calyon New York Branch, Sole Lead Arranger and Administrative Agent, KeyBank National Association, Documentation Agent, CIBC, Inc., Union Bank, N.A. and Wells Fargo Bank, National Association |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| RED LION HOTELS CORPORATION |
||||
| Dated: February 9, 2010 | By: | /s/ Thomas L. McKeirnan | ||
| Thomas L. McKeirnan | ||||
| Senior Vice President, General Counsel and Secretary | ||||
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EXHIBIT INDEX
| Exhibit No. | Exhibit | |
10
|
First Amendment dated February 8, 2010 to Credit Agreement among the Registrant, Calyon New York Branch, Sole Lead Arranger and Administrative Agent, KeyBank National Association, Documentation Agent, CIBC, Inc., Union Bank, N.A. and Wells Fargo Bank, National Association |
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