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Exhibit 10.3
[GE INVESTMENTS LETTERHEAD]
September 6, 1996
Doubletree Corporation
410 North 44th Street
Suite 700
Phoenix, AZ 85008
Gentlemen:
This will confirm that General Electric Investment Corporation ("GE
Investments") hereby commits to purchase, either directly or indirectly through
an affiliate, for an aggregate purchase price of $100,000,000 (i) shares of
Common Stock, par value $.01 per share ("Common Stock"), of Doubletree
Corporation, a Delaware corporation (the "Company"), and (ii) warrants to
purchase Common Stock, substantially upon the terms set forth in Annex A hereto
("Warrants"), at the closing (the "Closing") of the merger contemplated by the
Agreement and Plan of Merger dated as of September 6, 1996 by and among the
Company, RLH Acquisition Corp., a Delaware corporation, and Red Lion Hotels,
Inc., a Delaware corporation (without modification except as approved by GE
Investments in writing, the "Merger Agreement").
The number of shares of Common Stock to be purchased hereunder shall be
equal to the quotient of (a) $100,000,000 divided by (b) the Elected Price, as
defined below. The number of Warrants to be purchased hereunder shall be equal
to 10% of the number of shares of Common Stock purchased hereunder.
The Company shall notify GE Investments of the expected date for the
Closing not less than 25 trading days prior thereto. On or prior to the 20th
trading day prior to the expected date for the Closing, GE Investments shall
notify the Company as to GE Investments' election (the "Elected Price") between
the following two pricing options: (i) the Acquisition Price, as defined below,
or (ii) the Market Price, as defined below. The Company shall keep GE
Investments informed as to any change in the expected date for the Closing. At
any time after GE Investments delivers its notice of election, GE Investments
may deliver one or more subsequent notices specifying a different Elected Price,
and, if the actual date of the Closing is three or more days later than the
expected date specified by the Company in its notice to GE Investments, the
latest GE Investments election received by the Company not less than 20 trading
days prior to the actual date of the Closing shall be given effect.
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As used herein the term "Acquisition Price" shall mean the implied price
for shares of Common Stock used for purposes of determining the "Exchange Ratio"
(as defined in the Merger Agreement) under the Merger Agreement, after giving
effect to any adjustment to the Exchange Ratio required by Section 2.2 of the
Merger Agreement.
As used herein the term "Market Price" shall mean (i) if the Company
shall consummate an underwritten public offering of not less than $100 million
of its Common Stock at or immediately prior to the Closing, the price at which
shares of Common Stock are sold to the underwriters (i.e., net of any
underwriting discounts) for such offering, or (ii) otherwise, the "Final Parent
Stock Price" as defined in the Merger Agreement.
The commitment set forth herein is conditioned only on any necessary
compliance under the HSR Act (as defined in the Merger Agreement), the necessary
modification of the registration rights agreement as referred to below, and the
occurrence of the Closing as contemplated by the Merger Agreement.
The shares of Common Stock acquired at the Closing or issuable upon
exercise of the Warrants shall be subject to, and covered by, the existing
registration rights agreement among the Company, the undersigned and the other
stockholders of the Company party thereto.
GENERAL ELECTRIC INVESTMENT
CORPORATION
By: /s/ DALE F. FREY
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Name:
Title:
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ANNEX A
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Terms of Warrants
Initial Exercise Ratio: One share of the Company's Common Stock per
Warrant.
Exercise Price: Price at which shares of the Company's Common
Stock are purchased hereunder at the Closing.
Term: 5 years
Other: Customary anti-dilution provisions for issuances
below exercise price or market.
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[GE INVESTMENTS LETTERHEAD]
September 12, 1996
Doubletree Corporation
410 North 44th Street
Suite 700
Phoenix, Arizona 85008
Gentlemen:
This will confirm that we approve the modifications incorporated in the
Agreement and Plan of Merger dated as of the date hereof by and among you. RLH
Acquisition Corp., a Delaware corporation, and Red Lion Hotels, Inc., a Delaware
corporation, and that our commitment to you of September 6, 1996 with respect to
the purchase for $100,000,000 of Common Stock and Warrants continues in effect
with respect to such Agreement and Plan of Merger.
GENERAL ELECTRIC INVESTMENT
CORPORATION
By: /s/ DALE F. FREY
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GE INVESTMENT HOTEL PARTNERS I,
LIMITED PARTNERSHIP
3003 Summer Street
Stamford, Connecticut 06904
September 12, 1996
Doubletree Corporation
410 North 44th Street
Suite 700
Phoenix, Arizona 85008
Gentlemen:
This will confirm that we approve the modifications incorporated in the
Agreement and Plan of Merger dated as of the date hereof by and among you, RLH
Acquisition Corp., a Delaware corporation, and Red Lion Hotels, Inc., a Delaware
corporation, and that our Shareholder Support Agreement dated as of September 6,
1996 continues in effect with respect to such Agreement and Plan of Merger.
GE INVESTMENT HOTEL PARTNERS I,
LIMITED PARTNERSHIP
By: GE Investment Management
Incorporated
By: /s/ DALE F. FREY
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