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Exhibit 10.7
FIRST AMENDMENT TO
REGISTRATION RIGHTS AGREEMENT
THIS FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
(sometimes herein this "Amendment") is made and entered into as of the 10th day
of October, 1996, by and between SHOLODGE, INC., a Tennessee corporation with
its principal place of business at 000 Xxxx Xxxx Xxxxxx, Xxxxxxxx, 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, the Company and Xxxxxxx now desire to 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, both between Xxxx
Xxxxx and Xxxxxxx.
2. Paragraph 2(a) of the Agreement is hereby amended by
changing the date "December 11, 1996" in the first sentence thereof to
"December 11, 1997".
3. Paragraph 2(b) of the Agreement is hereby deleted in its
entirety and the following is hereby inserted in its place:
(b) The Company shall be obligated to prepare, file
and cause to become effective only two (2) registration
statements pursuant to this Section 2; provided, however,
that the Company shall not be obligated to prepare, file and
cause to become effective a registration statement unless the
aggregate market value of the Registrable Securities to be
registered thereby is at least One Million Dollars
($1,000,000).
4. Paragraph 3(a) of the Agreement is hereby amended by
changing the date "December 11, 1996" in the first sentence thereof to
"December 11, 1997".
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5. Paragraph 9(b) of the Agreement is hereby ameded by
changing the street address for Xxxxxxx X. Xxxxxxxxx as set forth therein from
"222 Third Avenue North" to "414 Union Street, Suite 1600".
6. 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 First
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
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