Exhibit 10.24
AMENDMENT
TO
REGISTRATION RIGHTS AGREEMENT
Reference is made to the Registration Rights Agreement (the "Agreement")
dated February 2, 2006 between Red Lion Hotels Corporation (the "Company") and
Xxxxxx Xxxxxxx Hotel Associates Limited Partnership ("Xxxxxx"). Capitalized
terms used but not defined in this Amendment have the meanings given those terms
in the Agreement.
In consideration of the Company's efforts in pursuing an underwritten
public offering of its common stock (the "Offering") in which Xxxxxx will have
the opportunity to sell the Registrable Securities if the Offering is
successfully consummated, Xxxxxx hereby agrees with the Company as follows:
1. The Agreement will terminate if the Offering is consummated on or prior
to July 10, 2006, and neither party will have any further liability thereunder.
2. The Company's obligation under Section 2(a) to file a Shelf
Registration Statement is hereby suspended. If the Offering is not consummated
on or prior to July 10, 2006, such suspension shall cease and Section 2(a) of
the Agreement shall be amended to read as follows:
(a) The Company shall, no later than July 20, 2006 file with the
Commission a Shelf Registration Statement relating to the offer and sale of
the Registrable Securities by the Electing Holders from time to time in
accordance with the methods of distribution elected by such Electing
Holders and set forth in such Shelf Registration Statement and, thereafter,
shall use commercially reasonable efforts to cause such Shelf Registration
Statement to be declared effective under the Securities Act no later than
60 calendar days following the date of such filing; provided, however, that
the Company may, upon written notice to all Electing Holders, postpone
having the Shelf Registration Statement declared effective for a reasonable
period not to exceed 90 days if the Board of Directors of the Company shall
have determined in good faith that, because of valid business reasons (not
including avoidance of the Company's obligations hereunder), including the
acquisition or divestiture of assets, pending corporate developments and
similar events, it is in the best interests of the Company to postpone
having the Shelf Registration Statement declared effective.
IN WITNESS WHEREOF the parties have executed this Amendment on April 27,
2006.
RED LION HOTELS CORPORATION
By: /s/ Xxxxxx Xxxxxx
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Xxxxxx Xxxxxx, President and CEO
XXXXXX XXXXXXX HOTEL ASSOCIATES
LIMITED PARTNERSHIP
By: Spokane Hotel, Inc., General Partner
By: /s/ Xxxxxx Xxxxxxxx
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Xxxxxx Xxxxxxxx, President
