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EXHIBIT 4.1
THIRD AMENDMENT TO
REGISTRATION RIGHTS AGREEMENT
THIS THIRD AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (sometimes herein
this "Third Amendment") is made and entered into as of the 21st day of July,
1998, by and between SHOLODGE, INC., a Tennessee corporation with its principal
place of business at 000 Xxxxx Xxxxx Xxxxx, Xxxxxxxxxxxxxx, Xxxxxxxxx 00000
(hereinafter referred to as the "Company"), and XXXXXXX X. XXXXXXX, a resident
of the State of Tennessee (hereinafter referred to as "Xxxxxxx").
W I T N E S S E T H:
WHEREAS, the Company and Xxxxxxx entered into that certain Registration
Rights Agreement (hereinafter referred to as the "Agreement") dated as of
December 11, 1991; and
WHEREAS, pursuant to that certain First Amendment to Registration Rights
Agreement (the "First Amendment"), dated as of October 10, 1996, between the
Company and Xxxxxxx, certain provisions of the Agreement were amended; and
WHEREAS, pursuant to that certain Second Amendment to Registration Rights
Agreement (the "Second Amendment"), dated as of June 20, 1997, between the
Company and Xxxxxxx, certain provisions of the Agreement were further amended
("Agreement" as referred to hereinafter means the Agreement as amended by the
First Amendment and by the Second Amendment); and
WHEREAS, the Company and Xxxxxxx now desire to further amend certain
provisions of the Agreement as set forth herein.
NOW, THEREFORE, for and in consideration of the mutual promises and
covenants herein contained, the parties do hereby agree as follows:
1. The definition of "Stock Option Agreement" in paragraph 1 of the
Agreement is hereby deleted in its entirety and the following is hereby inserted
in its place:
"Stock Option Agreement" means that certain Amended and Restated Stock
Option Agreement dated March 9, 1992, but effective as of April 1, 1984, as
amended by that certain First Amendment to Amended and Restated Stock
Option Agreement dated as of October 10, 1996, as further amended by that
certain Second Amendment to Amended and Restated Stock Option Agreement
dated as of June 20, 1997, and as further amended by that certain Third
Amendment to Amended and Restated Stock Option Agreement dated as of July
21, 1998, all between Xxxx Xxxxx and Xxxxxxx.
2. Paragraph 2(a) of the Agreement is hereby amended by changing the date
"December 11, 1998" in the first sentence thereof to "December 11, 1999".
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3. Paragraph 3(a) of the Agreement is hereby amended by changing the date
"December 11, 1998" in the first sentence thereof to "December 11, 1999".
4. Except as hereby modified and amended, the Agreement shall in all other
respects remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Third Amendment to
Registration Rights Agreement on the day and year first above written.
SHOLODGE, INC.
By:/S/ Xxxx Xxxxx
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Title: President
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/S/ Xxxxxxx X. Xxxxxxx
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XXXXXXX X. XXXXXXX
