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Exhibit 10.6
GUARANTY OF LEASE OBLIGATIONS
This Guaranty of Lease Obligations (this "Guaranty") is made and
entered into as of November 8, 1996 by and among Doubletree Corporation, a
Delaware corporation ("Parent"), Red Lion Hotels, Inc., a Delaware corporation
("RLI"), and RLH Partnership, L.P., a Delaware limited partnership ("RLH
Partnership").
RECITALS
WHEREAS, pursuant to the RLH Partnership, L.P. Contribution Agreement
dated August 1, 1995 between Red Lion, a California Limited Partnership (the
"Partnership") and RLH Partnership, the Partnership transferred to RLH
Partnership certain interests in the hotels described in Exhibit A hereto (the
"Retained Hotels");
WHEREAS, pursuant to the Lease dated August 1, 1995 between RLH
Partnership and RLI, as supplemented by that certain Non-Disturbance and
Attornment Agreement dated concurrently therewith, and as further amended from
time to time (collectively, the "Master Lease"), RLH Partnership has leased the
Retained Hotels to RLI;
WHEREAS, in connection with the merger of RLH Acquisition Corp., a
Delaware corporation and wholly owned subsidiary of Parent, with and into RLI,
effective as of the date hereof, Parent, RLI, the Partnership and certain
affiliates of the Partnership, have executed a Partnership Services Agreement
(the "Partnership Services Agreement") providing for, among other things, the
Parent's guaranty of the liabilities and obligations of RLI and its
subsidiaries described in such agreement; and
WHEREAS, the parties desire to set forth the Parent's guaranty
obligations with respect to the Master Lease in this Guaranty.
AGREEMENT
NOW, THEREFORE, in acknowledgment of the foregoing recitals and in
consideration of the mutual agreements expressed herein and other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereby agree as follows:
1. Guaranty of Lease Obligations
Parent agrees to guaranty the punctual payment and performance of any
and all liabilities and obligations of RLI and its subsidiaries owed to RLH
Partnership and its partners and affiliates, and all of such person's officers,
directors, employees, shareholders and agents, and any of the foregoing's
successors and assigns (collectively, the "Indemnified Parties"), arising out
of or related to the Master Lease (the "Obligations").
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Parent hereby waives diligence, presentment, demand of payment, notice of
dishonor or nonpayment, protest and notice of protest of any such Obligation,
suit or taking other action by the Indemnified Parties against, and giving any
notice of default or other notice to, or making any demand on, RLI or its
subsidiaries with respect to the Obligations, except such rights to diligence,
presentment, demand of payment, notice of dishonor or nonpayment, protest and
notice of protest, notices and/or grace periods as are available to RLI or its
subsidiaries, as the case may be, in connection with any such Obligation.
Subject to this Section 1, Parent's guaranty is a guarantee of payment and not
of collection only, is a primary obligation and is an absolute, unconditional,
continuing and irrevocable guaranty of performance and payment. In determining
Parent's liability hereunder, Parent shall have the right to assert or take
advantage of any right or defense, and to assert any right to offset or claimed
offset related to such right or defense, in each case then available to RLI or
its subsidiaries, as the case may be, in connection with the Obligation that is
subject to such right or defense, provided that Parent may not assert any right
or defense of RLI or its subsidiaries, as the case may be, that may arise in
connection with any event set forth in the last sentence of this paragraph. To
the extent enforceable by law, Parent will not assert, plead or enforce against
the Indemnified Parties any defense of waiver, release, discharge or
disallowance in bankruptcy, anti-deficiency statute, or unenforceability which
may be available to Parent. The liability of Parent under this Guaranty shall
not be affected or impaired by any voluntary or involuntary liquidation,
dissolution, sale or other disposition of all or substantially all the assets,
marshalling of assets and liabilities, receivership, insolvency, bankruptcy,
assignment for the benefit of creditors, reorganization, arrangement,
composition or readjustment of, or other similar event or proceeding affecting
RLI or any of its subsidiaries or any of their respective assets.
2. Anti-Deficiency Waivers
Parent hereby waives the rights set forth in Section 17 of the
Non-Disturbance and Attornment Agreement dated as of August 1, 1995 by and
among RLH Partnership, RLI and Credit Lyonnais New York Branch, as
Administrative Agent, to the same extent as Tenant (as defined in such
agreement) waives such rights.
3. Successors and Assigns
This Guaranty shall be binding upon and inure to the benefit of the
successors and assigns of the parties.
4. Amendment
This Guaranty may be amended only by a written agreement signed by the parties.
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5. Governing Law
This Guaranty shall be governed by and construed by the governing laws
determined in accordance with Section 22.11 of the Master Lease.
6. Specific Performance
RLH Partnership, RLI and Parent agree that monetary damages would not
be adequate compensation for any loss incurred by the Indemnified Parties by
reason of a breach of the provisions of this Guaranty by RLI or Parent.
Therefore, the Indemnified Parties shall be entitled to specific performance of
the provisions of this Guaranty and RLI and Parent each hereby waives the claim
or defense that there exists an adequate remedy at law to redress the
nonperformance or other breach of this Guaranty.
7. Agreement to Perform Necessary Acts
Each party agrees to perform any further acts and to execute and
deliver any documents that may be reasonably necessary to carry out the
provisions of this Guaranty.
8. Invalid Provision
The invalidity or unenforceability of any particular provision of this
Guaranty shall not affect the other provisions, and this Guaranty shall be
construed in all respects as if the invalid or unenforceable provision were
omitted.
9. No Waiver of Breach
No failure by any Indemnified Party to insist upon the strict
performance of any covenant, agreement, term or provision of this Guaranty, or
to exercise any right or remedy consequent upon a breach thereof, shall
constitute a waiver of any such breach or subsequent breach of such covenant,
agreement, term or provision. No waiver of any breach shall affect or alter
this Guaranty, and this Guaranty shall remain in full force and effect.
10. Entire Agreement
This Guaranty evidences the entire agreement of the parties with
respect to the matters covered herein and supersedes all prior oral or written
agreements or other understandings.
11. Counterparts
This Guaranty may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
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IN WITNESS WHEREOF, the parties have executed this Guaranty as of the
date first written above.
"Parent" Doubletree Corporation,
a Delaware corporation
__________________________________________
By:
Its:
"RLI" Red Lion Hotels, Inc.,
a Delaware corporation
__________________________________________
By: Beth A. Ugoretz
Its: Senior Vice President
"RLH Partnership" RLH Partnership, L.P.,
a Delaware limited partnership
By: Red Lion G.P., Inc.,
a Delaware corporation
Its: General Partner
__________________________________________
By: Beth A. Ugoretz
Its: Vice President
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EXHIBIT A: RETAINED HOTELS
Red Lion's Sacramento Inn
1401 Arden Way
Sacramento, California 95815
Red Lion Hotel, Sonoma County
One Red Lion Hotel Drive
Rohnert Park, California 94928
Red Lion Hotel
7450 Hazard Center Drive
San Diego, California 92108
Red Lion Inn
501 Camino Del Rio
Durango, Colorado 81301
Red Lion Hotel, Boise Downtowner
1800 Fairview
Boise, Idaho 83702
Red Lion Inn
700 West Broadway
Missoula, Montana 59802
Red Lion Inn
400 Industry Street
Astoria, Oregon 97103
Red Lion Inn/North
1415 N.E. Third Street
Bend, Oregon 97701
Red Lion Inn
1313 North Bayshore Drive
Coos Bay, Oregon 97420
Red Lion Inn
205 Coburg Road
Eugene, Oregon 97401
Red Lion Inn
200 North Riverside
Medford, Oregon 97501
Red Lion Inn
304 S.E. Nye Avenue
Pendleton, Oregon 97801
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Red Lion Hotel Salt Lake
255 South West Temple
Salt Lake City, Utah 84101
Red Lion Inn
510 Kelso Drive
Kelso, Washington 98626
Red Lion Hotel, Seattle Airport
18740 Pacific Highway South
Seattle, Washington 98188
Red Lion Inn At The Quay
100 Columbia Street
Vancouver, Washington 98660
Red Lion Inn
1225 North Wenatchee Avenue
Wenatchee, Washington 98801
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