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EXHIBIT 4.1
SECOND AMENDMENT TO
REGISTRATION RIGHTS AGREEMENT
THIS SECOND AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (sometimes
herein this "Second Amendment") is made and entered into as of the 20th day of
June, 1997, 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").
WITNESSETH:
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
("Agreement" as referred to hereinafter means the Agreement as amended by the
First Amendment); 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, and as further amended by that certain Second Amendment
to Amended and Restated Stock Option Agreement dated as of June
20, 1997, all between Xxxx Xxxxx and Xxxxxxx.
2. Paragraph 2(a) of the Agreement is hereby amended by
changing the date "December 11, 1997" in the first sentence thereof to "December
11, 1998".
3. Paragraph 3(a) of the Agreement is hereby amended by
changing the date "December 11, 1997" in the first sentence thereof to "December
11, 1998".
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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 Second
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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