RLH ex 10.3 Second Modification to Promissory Note Line of Credit Note


Exhibit 10.3




SECOND MODIFICATION TO PROMISSORY NOTE




THIS SECOND MODIFICATION TO PROMISSORY NOTE (this “Modification”) is entered into as of March 1, 2013, by and between RED LION HOTELS CORPORATION (“Borrower”) and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”).


RECITALS


WHEREAS, Borrower is currently indebted to Bank pursuant to the terms and conditions of that certain Revolving Line of Credit Note in the maximum principal amount of Ten Million Dollars ($10,000,000.00), executed by Borrower and payable to the order of Bank, dated as of September 12, 2011, as modified from time to time (the "Note"), which Note is subject to the terms and conditions of the Amended and Restated Credit Agreement between Borrower and Bank dated as of September 12, 2011, as amended from time to time (the "Credit Agreement").


WHEREAS, Bank and Borrower have agreed to certain changes in the terms and conditions set forth in the Note, and have agreed to modify the Note to reflect said changes.


NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree that the Note shall be modified as follows:


1.    Paragraph (a) of the section of the Note entitled “Borrowing and Repayment” is hereby deleted and replaced in its entirety by the following:


“(a)    Borrowing and Repayment.  Borrower may from time to time during the term of this Note borrow, partially or wholly repay its outstanding borrowings, and reborrow, subject to all of the limitations, terms and conditions of this Note and of any document executed in connection with or governing this Note; provided however, that the total outstanding borrowings under this Note shall not at any time exceed the principal amount stated above.  The unpaid principal balance of this obligation at any time shall be the total amounts advanced hereunder by the holder hereof less the amount of principal payments made hereon by or for Borrower, which balance may be endorsed hereon from time to time by the holder.  The outstanding principal balance of this Note shall be due and payable in full on June 30, 2013.”


2.    The effective date of the changes set forth herein shall be March 1, 2013.


3.    Except as expressly set forth herein, all terms and conditions of the Note remain in full force and effect, without waiver or modification.  All terms defined in the Note or the Credit Agreement shall have the same meaning when used in this Modification.  This Modification and the Note shall be read together, as one document.


4.    Borrower certifies that as of the date of this Modification there exists no Event of Default under the Note, nor any condition, act or event which with the giving of notice or the passage of time or both would constitute any such Event of Default. Borrower further certifies that, notwithstanding the modifications set forth herein, all of the real property securing the Note shall remain subject to the lien, charge or encumbrance of the deed of trust, mortgage or other document pursuant to which such lien, charge or encumbrance is created, and nothing contained herein or done pursuant hereto shall affect or be construed to affect the priority of the lien, charge or encumbrance of any such deed of trust, mortgage or other document over any other liens, charges or encumbrances.


ORAL AGREEMENTS OR ORAL COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FORBEAR ENFORCING REPAYMENT OF A DEBT ARE NOT ENFORCEABLE UNDER WASHINGTON LAW.


IN WITNESS WHEREOF, the parties hereto have caused this Modification to be executed as of the day and year first written above.


WELLS FARGO BANK, 
RED LION HOTELS CORPORATION      NATIONAL ASSOCIATION


By: /s/ Jon E. Eliassen    By: /s/ Daniel Adams
Title: President and Chief Executive Officer    Title: Vice President



	
			
	C-150_WA.doc (Rev. 05/09)
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