exv10w2






Exhibit 10.2




REGISTRATION RIGHTS AGREEMENT




     THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of
September 16, 2010, by and among THOR INDUSTRIES, INC., a Delaware corporation (the
“Company”), and certain holders of shares of capital stock of the Company whose names are
listed on the signature pages hereto (collectively, the “Shareholders” and, together with
the Company, are referred to herein, individually, as a “Party” and collectively, as the
“Parties”).



W I T N E S S E T H:



     WHEREAS, pursuant to that certain Stock Purchase Agreement, dated as of the date hereof, by
and among the Company; Heartland RV Holdings, L.P., a Delaware limited partnership
(“Seller”); Towable Holdings, Inc., a Delaware corporation; Heartland Recreational
Vehicles, LLC, an Indiana limited liability company; Catterton Partners VI, L.P., a Delaware
limited partnership, and Catterton Partners VI Offshore, L.P., a company organized and existing
under the laws of the Cayman Islands (as amended or restated from time to time, the “Purchase
Agreement”), the Company has issued shares of its common stock, par value $.10 per share
(“Common Stock”) to Seller, which, immediately after giving effect thereto, has been
distributed to the Shareholders as partial consideration for the transactions contemplated by the
Purchase Agreement;



     WHEREAS, pursuant to the Purchase Agreement, the Company has agreed to file with the SEC (as
defined below) a Registration Statement on Form S-3 (or in certain circumstances as set forth
herein, Form S-1) covering the resale by certain Holders (as defined below) of their Registrable
Securities (as defined below);



     WHEREAS, pursuant to the Purchase Agreement, the Company has agreed to file with the SEC one
or more additional Registration Statements on Forms S-3 (or in certain circumstances as set forth
herein, Form S-1) covering the resale by the other Holders of their Registrable Securities; and



     WHEREAS, the execution and delivery of this Agreement by the Company and each of the
Shareholders is a condition to the consummation of the transactions contemplated by the Purchase
Agreement.



     NOW, THEREFORE, in consideration of the mutual promises, covenants, agreements and conditions
set forth in this Agreement and for other good and valuable consideration, the receipt and adequacy
of which is hereby acknowledged, the Parties hereby agree as follows:



     1. DEFINITIONS



          1.1. For purposes of this Agreement, the terms set forth below shall have the following
meanings:







 









 








          “Affiliate” shall mean any Person (as defined below) that, directly or indirectly,
through one or more intermediaries controls, is controlled by, or is under common control with,
such other Person.




          “Blackout Period” shall have the meaning set forth in Section 4.1(b).




          “Business Day” shall mean those days on which lending institutions in the State of New
York are not required or permitted to be closed.




          “Catterton” means each of Catterton Partners VI, L.P., a Delaware limited partnership,
Catterton Partners VI Offshore, L.P., a Cayman Islands limited partnership, CP6 Interest Holdings,
L.L.C., a Delaware limited liability company, CPVI Coinvest, LLC, a Delaware limited liability
company, and each of their permitted transferees; provided, that no permitted transferee
shall be a Shareholder Representative unless so designated by Catterton Partners VI, L.P.




          “Closing Date” shall mean the date of execution of this Agreement.




          “Common Stock” shall have the meaning set forth in the recitals.




          “Company Indemnified Parties” shall have the meaning set forth in Section 7.2.




          “Company Shares” shall mean the shares of Common Stock that were issued to the
Shareholders on the Closing Date.




          “Control”, “controlled by” and “under common control with”, as used
with respect to any Person, means the possession, directly or indirectly, of the power to direct or
cause the direction of the management and policies of such Person, whether through ownership of
voting securities or otherwise.




          “Dispose” or “Disposition” shall mean, with respect to the Registrable
Securities, any assignment, transfer, pledge, hypothecation or encumbrance, any offer or grant of
any option for or participation in, any issuance of any derivative security based on, or any put,
call or similar arrangement with respect thereto.




          “Effectiveness Period” shall have the meaning set forth in Section 3.1(c).




          “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.




          “Holder” shall mean each of the Shareholders and its permitted transferees.




          “Holder Indemnified Parties” shall have the meaning set forth in Section 7.1.




          “Holders’ Special Counsel” shall mean the law firm named in writing by the Shareholder
Representatives and delivered to the Company.




          “Indemnified Party” shall have the meaning set forth in Section 7.3.




          “Indemnifying Party” shall have the meaning set forth in Section 7.3.







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          “Losses” shall have the meaning set forth in Section 7.1.




          “NYSE” shall have the meaning set forth in Section 4.1(j).




          “Participating Holder” shall mean a Holder who has elected to include its Registrable
Securities in a Registration Statement.




          “Person” means any person (including, without a limitation a “person” as defined in
Section 13(d)(3) of the Exchange Act), firm, corporation, company, partnership, trust, incorporated
or unincorporated association, limited liability company, joint venture, joint stock company,
government (or an agency or political subdivision thereof) or other entity of any kind, and shall
include any successor (by merger or otherwise) of any such entity.




          “Purchase Agreement” shall have the meaning set forth in the recitals.




          “Register”, “registered” and “registration” shall refer to a
registration effected by preparing and filing a registration statement or statements or similar
documents in compliance with the Securities Act and pursuant to Rule 415 under the Securities Act,
or any successor rule providing for the offering of securities on a continuous or delayed basis
(“Rule 415”), and the declaration or ordering of effectiveness of such registration
statement or document by the SEC.




          “Registrable Securities” shall mean (i) the Unrestricted Shares held by the Holders
and (ii) the shares of Common Stock issued or issuable with respect to the Unrestricted Shares
referred to in clause (i) by virtue of any stock split, stock combination, stock dividend or
reclassification, or pursuant to a merger, consolidation, reorganization, recapitalization or other
similar event; provided, however, shares of capital stock referred to in clauses
(i) and (ii) that are considered to be Registrable Securities shall cease to be Registrable
Securities (A) upon the sale thereof pursuant to a registration statement declared effective by the
SEC, (B) at such time as they are eligible to be sold without restriction pursuant to Rule 144 (as
defined below), (C) when such securities cease to be outstanding, or (D) upon the sale thereof in a
private transaction where the transferor’s rights under this Agreement are not assigned or are
improperly assigned pursuant to the terms and conditions of this Agreement.




          “Registration Statement” means a Registration Statement on Form S-1 (or any successor
form) or Form S-3 (or any successor form), as applicable, filed with the SEC pursuant to the
Securities Act that covers any of the Registrable Securities pursuant to the provisions of this
Agreement, and all amendments and supplements to any such Registration Statements, including
post-effective amendments, in each case including all exhibits thereto and all materials
incorporated by reference therein.




          “Restricted Shareholder” shall have the meaning given to such term in the Stock
Restriction Agreement.




          “Rule 144” shall mean Rule 144 promulgated under the Securities Act (or any successor
rule).




          “Rule 144(c)” shall mean Rule 144(c) promulgated under the Securities Act (or any
successor rule).







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          “S-3 Eligible” shall mean that the Company is in compliance with all requirements set
forth by the SEC in order to file a Registration Statement on Form S-3.




          “SEC” shall mean the Securities and Exchange Commission.




          “Securities Act” shall mean the Securities Act of 1933, as amended.




          “Shareholder Representatives” shall mean (a) Catterton, for so long as it is a Holder
or (b) if Catterton is no longer a Holder, the Holder designated by a majority of Participating
Holders.




          “Stock Restriction Agreement” shall mean that certain Stock Restriction Agreement,
dated as of the date hereof, by and among the Company and certain of the Shareholders.




          “Unrestricted Shares” shall mean the Company Shares held by the Holders that are not
subject to the transfer restrictions set forth in the Stock Restriction Agreement, or will not be
subject to such transfer restrictions within two (2) years of the date of filing the S-3
Registration Statement or the S-1 Registration Statement, as the case may be.




     2. TRANSFERS OF THE REGISTRABLE SECURITIES AND THE REGISTRATION RIGHTS



          Notwithstanding the registration rights granted by the Company to the Holders who are party to
the Stock Restriction Agreement pursuant to this Agreement, the Disposition of such Registrable
Securities and the registration rights relating thereto shall be in all respects subject to the
transfer restrictions set forth in Section 10.3 and in the Stock Restriction Agreement, as
applicable.




     3. REGISTRATION RIGHTS



          3.1. Registration Statement.




     (a) As soon as reasonably practicable following the date that the Company becomes S-3
Eligible, but in no event after July 1, 2011 (the “Registration Deadline”), the Company
shall file with the SEC a Registration Statement on Form S-3 (the “S-3 Registration
Statement”) covering the registration of the Registrable Securities held by all of the
Shareholders that are Unrestricted Shares; provided, that if the Company is not S-3
Eligible on the Registration Deadline, the Company, as promptly as practicable (but in no event
later than thirty (30) days after the date that is one (1) year following the date hereof) shall
file a Registration Statement on Form S-1 (the “S-1 Registration Statement”) covering the
registration of the Registrable Securities held by all of the Shareholders that (i) are
Unrestricted Shares and (ii) which cannot be sold to the public pursuant to Rule 144 without
restriction within one (1) year following the date hereof; provided, that the Company shall be
required to file an S-1 Registration Statement covering the registration of Registrable Securities
held by any transferee of any Shareholder only to the extent that such transferee is an Affiliate
of such Shareholder. Notwithstanding the foregoing, if the Company is required to file an S-1
Registration Statement pursuant to the previous sentence, such S-1 Registration Statement shall,
solely if requested by Catterton, cover the registration of all



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Unrestricted Shares held by Catterton regardless of whether such Unrestricted Shares can be
sold to the public pursuant to Rule 144. In the event that Catterton requests that the Company
file such S-1 Registration Statement, the Company shall provide prompt written notice to Brian R.
Brady of such request and Brian R. Brady shall have the option, by providing written notice to the
Company, to include any Unrestricted Shares held by him in such S-1 Registration Statement.




     (b) The Company shall use reasonable best efforts to cause the SEC to declare the Registration
Statement effective pursuant to Rule 415 as promptly as practicable following its filing.



     (c) The Company shall keep the Registration Statement effective at all times until the earlier
of (i) such time as all of the Registrable Securities registered thereunder have been disposed of
in accordance with the intended method of disposition set forth in such Registration Statement
declared effective by the SEC, (ii) (x) in the case of the S-3 Registration Statement, such date
that is twenty-four (24) months after the effective date of the S-3 Registration Statement, and (y)
in the case of the S-1 Registration Statement, such date that is one hundred and twenty (120) days
after the effective date of the S-1 Registration Statement; provided, that any S-1 Registration
Statement filed with respect to Unrestricted Shares held by Catterton and Brian Brady which can
otherwise be sold to the public pursuant to Rule 144, such date that is ninety (90) days after the
effective date of such S-1 Registration Statement, and (iii) such time as all of the Registrable
Securities registered thereunder can be sold without restriction to the public pursuant to Rule 144
(the period ending on such time or date in clauses (i), (ii) and (iii) of this Section 3.1(c) (such
period, the “Effectiveness Period”).



          3.2. Limitation. Notwithstanding the provisions of this Section 3, the Company shall
not be obligated to include any Registrable Securities that a Holder desires to include in a
Registration Statement pursuant to Section 3 or maintain the effectiveness of any Registration
Statement with respect to a Holder pursuant to this Section 3, if all of the Registrable Securities
that such Holder desires to include or all of the Registrable Securities held by such Holder then
registered under such Registration Statement, as applicable, may, in the written opinion of the
Company’s counsel, be sold without registration under the Securities Act pursuant to Rule 144(e),
to the extent such Holder is an “affiliate” as defined in Rule 144(a)(1).




     4. REGISTRATION PROCEDURES



          4.1. Registration Statement. Whenever registration of the Registrable Securities is
required pursuant to this Agreement, the Company shall use reasonable best efforts to effect the
registration of such Registrable Securities in accordance with the intended method of distribution
thereof, as promptly as practicable, and in connection with any such request, the Company shall:




     (a) Participation in Preparation. Permit the Shareholder Representatives and the Holders’
Special Counsel to review and comment on each Registration Statement, prospectus, amendment or
supplement, as the case may be, a reasonable period of time prior to the filing of same with the
SEC.



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     (b) Effectiveness; Blackout Periods. Keep the Registration Statements effective pursuant to
Rule 415 for the respective Effectiveness Periods set forth in Section 3.1(c); provided,
however, if at any time after the effective date of a Registration Statement, the Company,
based upon the advice of its counsel, determines in good faith that maintaining the effectiveness
of a Registration Statement would require disclosure of non-public material information that is not
in the best interests of the Company to disclose, then the Company may require the Participating
Holders not to make any sale or sales of Registrable Securities pursuant to the respective
Registration Statement until the Company gives the Participating Holders notice that they can
re-commence sales of the Registrable Securities (the period commencing on the date specified in the
blackout notice and ending on the date specified in the re-commencement notice, the “Blackout
Period”); provided, that in no event shall any single Blackout Period exceed sixty (60)
days; and provided, further, that the Company shall not invoke a Blackout Period
more than three (3) times or for more than one hundred twenty
(120) days in the aggregate
in any three hundred sixty (360) day period.



     (c) Amendments. Prepare and file with the SEC such amendments (including post-effective
amendments) and supplements to each Registration Statement and the prospectus used in connection
with the Registration Statement as may be necessary to keep such Registration Statement
continuously effective and cause the related prospectus to be supplemented by any required
prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 (or any similar
provisions then in force) promulgated under the Securities Act at all times during the respective
Effectiveness Period, and, during such period, comply with the provisions of the Securities Act and
the Exchange Act applicable to the Company in order to permit the disposition by the Participating
Holders of the Registrable Securities subject to the respective Registration Statement.



     (d) Copies. Promptly furnish to each Participating Holder and the Holders’ Special Counsel
one copy of the Registration Statement registering its Registrable Securities and any amendment
thereto, each prospectus and each amendment or supplement relating thereto, including all financial
statements and schedules, and, to the extent so requested, all documents incorporated by reference
in such Registration Statement, and all exhibits thereto, and such number of copies of a prospectus
and all amendments and supplements thereto and such other documents as each Participating Holder
may reasonably request in order to facilitate the disposition of the Registrable Securities owned
by such Participating Holder.



     (e) Blue Sky. Prior to any public offering of Registrable Securities, the Company shall use
its best efforts to register and qualify (or seek an exception from registration or qualification)
such Registrable Securities under the securities or “blue sky” laws of such jurisdictions that each
Participating Holder may reasonably request in writing, prepare and file in those jurisdictions
such amendments (including post-effective amendments) and supplements to such registrations and
qualifications as may be necessary to maintain the effectiveness thereof at all times during the
respective Effectiveness Period, take such other actions as may be reasonably necessary to maintain
such registrations and qualifications and the effectiveness thereof at all times during the
respective Effectiveness Period, and take all other actions reasonably necessary or advisable to
qualify the Registrable Securities for sale by the Participating Holders in such jurisdictions;
provided, however, the Company shall not be required in connection therewith or as
a condition thereto (x) to qualify generally to do business



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or file a general consent to service of process, or (y) subject itself to material taxation in
any jurisdiction where it would not otherwise be required to qualify or to consent to service of
process or to become subject to taxation but for the provisions set for in this Section 4.1(e).




     (f) 10b-5 Notification. Promptly notify each Participating Holder of the occurrence of any
event as a result of which the prospectus included in a Registration Statement, as then in effect,
includes an untrue statement of a material fact or omits to state a material fact required to be
stated therein or necessary to make the statements therein not misleading in light of the
circumstances then existing or which requires the Company to amend or supplement such Registration
Statement due to the receipt by the Company of new or additional information about a Participating
Holder or such Participating Holder’s intended plan of distribution of his, her or its Registrable
Securities; and, in such event, the Company, subject to Section 4.1(b), (x) shall promptly
supplement or amend such Registration Statement to correct such untrue statement or omission or to
reflect such new or additional information, so that, as thereafter delivered by any Participating
Holder to any purchaser of such securities, such prospectus, as supplemented or amended, shall not
include an untrue statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not misleading in the light of the
circumstances under which they were made, and (y) shall promptly furnish to each Participating
Holder that number of copies of such supplement to or amendment of such prospectus as any
Participating Holder may reasonably request.



     (g) Notification of Stop-Orders; Suspensions of Qualification and Exemptions. Promptly notify
each Participating Holder of the issuance by the SEC of any stop-order or any notification with
respect to the suspension of the qualification or exemption from qualification of any of the
Registrable Securities for sale in any jurisdiction or the initiation or threatening of any
proceeding for such purpose and the Company agrees to use reasonable best efforts to (x) prevent
the issuance of any such stop-order, and in the event of such issuance, to obtain the withdrawal of
any such stop order and (y) obtain the withdrawal of any order suspending or preventing the use of
any related prospectus or suspending the qualification of any Registrable Securities included in
such Registration Statement for sale in any jurisdiction at the earliest practicable date.



     (h) Earnings Statements. Make generally available to its security holders as soon as
practicable, but not later than ninety (90) days after the close of the period covered thereby, an
earnings statement (in form complying with the provisions of Rule 158 under the Securities Act)
covering a twelve (12) month period beginning not later than the first (1st) day of the
Company’s fiscal quarter next following the effective date of the respective Registration
Statement.



     (i) Due Diligence. Make available, at reasonable times and places, for inspection by a
Participating Holder and the Holders’ Special Counsel for a reasonable period prior to the filing
of a Registration Statement, all documents incorporated by reference in such Registration
Statement, each prospectus included therein, and each amendment thereof or supplement thereto, all
pertinent financial and other records, pertinent corporate documents and properties of the Company,
as shall be reasonably necessary to enable each Participating Holder to conduct a reasonable
investigation within the meaning of the Securities Act; provided that any records,
information or documents that are designated by the Company in writing as confidential shall be
kept confidential by such person unless disclosure of such records, information or documents is



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required by law or court or administrative order or any governmental authority having
jurisdiction.




     (j) Listing Requirements. Use its reasonable best efforts to secure and maintain the listing
of the Registrable Securities on the New York Stock Exchange (the “NYSE”) or on any other
securities exchange on which similar securities issued by the Company are then listed.



     (k) Stock Certificates. Cooperate with each Participating Holder to facilitate the timely
preparation and delivery of certificates (not bearing any restrictive legends) representing
Registrable Securities and enable such certificates to be in such denominations or amounts as any
Participating Holder may reasonably request and be registered in such names as such Participating
Holder may reasonably request. The Company shall give appropriate instructions to the Company’s
transfer agent to cause the transfer agent to deliver certificates representing the Registrable
Securities without any restrictive legends upon receipt of the Participating Holder’s certification
that such Registrable Securities have been sold pursuant to a Registration Statement contemplated
hereby.



     (l) Agreements. Take all other reasonable actions (including entering into customary
agreements) necessary to expedite and facilitate the disposition by the Participating Holders of
Registrable Securities pursuant to a Registration Statement.



          4.2. Rule 144 Reporting; Removal of Legends.




     (a) With a view to making available the benefits of Rule 144 and certain other rules and
regulations of the SEC that may permit the sale of the Registrable Securities to the public without
registration, the Company covenants that it shall:




	 	(i)	 	make and keep public information regarding the Company
available as those terms are understood and defined in Rule 144;
	 
	 	(ii)	 	file with the SEC in a timely manner all reports and other
documents required of the Company under the Securities Act and the Exchange
Act; and
	 
	 	(iii)	 	furnish to any Holder forthwith, upon written request, a
written statement by the Company as to its compliance with the reporting
provisions contained in Rule 144(c) under the Securities Act, a copy of the
most recent annual or quarterly report of the Company, and such other reports
and documents so filed as any Holder may reasonably request in availing itself
of any rule or regulation of the SEC allowing a Holder to sell any of the
Registrable Securities without registration.





     (b) The Company shall give appropriate instructions to the Company’s transfer agent to cause
the transfer agent to deliver certificates representing the Registrable Securities without any
restrictive legends upon receipt of the Holder’s certification that such Registrable Securities
have been sold pursuant to Rule 144. Each Holder shall, to the extent requested by the Company’s
transfer agent, cause its legal counsel to deliver to the Company’s transfer agent an



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opinion in customary form as may be required to remove such restrictive legends following a
sale pursuant to Rule 144.




     5. OBLIGATIONS OF THE PARTICIPATING HOLDERS AND HOLDERS



          5.1. Each Participating Holder and Holder, as the case may be, shall:




     (a) furnish to the Company such information regarding the intended plan of distribution of its
Registrable Securities that pursuant to applicable law is required to be included in a Registration
Statement or any amendment thereto;



     (b) upon receipt of any notice from the Company of the happening of any event of the kind
described in Section 4.1(b) or 4.1(f), forthwith discontinue disposition of Registrable Securities
pursuant to the respective Registration Statement until such Participating Holder’s receipt of the
re-commencement notice contemplated by Section 4.1(b) or copies of the supplemented or amended
prospectus contemplated by Section 4.1(f), and, if so directed by the Company, such Participating
Holder will deliver to the Company (at the Company’s expense) all copies, other than permanent file
copies then in such Participating Holder’s possession, of the prospectus covering such Registrable
Securities current at the time of receipt of such notice. In the event the Company shall give any
such notice under Sections 4.1(b) or 4.1(f) (other than as a result of the receipt by the Company
of new or additional information about a Participating Holder or such Participating Holder’s
intended plan of distribution), the Company shall extend the Effectiveness Period by the number of
days during the period from and including the date of the giving of such notice pursuant to
Sections 4.1(b) or 4.1(f) to and including the date when each Participating Holder shall have
received the re-commencement notice contemplated by Section 4.1(b) or copies of the supplemented or
amended prospectus contemplated by Section 4.1(f); and



     (c) promptly notify the Company after effecting the sale of any Registrable Securities
pursuant to a Registration Statement or otherwise.



          5.2. Each Holder shall comply at all times with the Company’s trading policy for affiliates,
as such policy may be amended and in effect from time to time, if, in the opinion of the Company’s
counsel, such Holder is deemed to be an affiliate of the Company as such term is defined in Rule
12b-2 promulgated under the Exchange Act.




     6. EXPENSES



     All expenses incident to the Company’s performance of or compliance with the registration
obligations set forth in Sections 3 and 4 of this Agreement, including, without limitation, all
registration, qualification and filing fees, fees and expenses of compliance with securities or
“blue sky” laws (including fees and disbursements of counsel in connection with “blue sky”
qualifications of the Registrable Securities), printing expenses, messenger and delivery expenses,
expenses incurred in connection with securing and maintaining the listing of the Registrable
Securities on the NYSE or any other securities exchange on which similar securities issued by the
Company are then listed, fees and disbursements of counsel for the Company and its independent
certified public accountants (including the expenses of any special audit or “comfort” letters
required by or incident to such performance) will be borne by the



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Company; provided, however, the Company shall not have any obligation to pay
the fees and disbursements of the Holders’ Special Counsel.




     7. INDEMNIFICATION




          7.1. Indemnification by the Company. The Company agrees to indemnify and hold
harmless, to the fullest extent permitted by law, each Participating Holder , and its directors,
officers, partners, employees, advisors and agents, their respective Affiliates and each Person who
controls (within the meaning of the Securities Act) any of such Persons (collectively, “Holder
Indemnified Parties”) from and against any and all losses, claims, damages, expenses
(including, without limitation, reasonable fees of counsel) or other liabilities (collectively,
“Losses”) to which any such Holder Indemnified Party may become subject under the
Securities Act, Exchange Act, any other federal law, any state or common law or any rule or
regulation promulgated thereunder or otherwise, insofar as such Losses are resulting from or
arising out of or based upon any untrue, or alleged untrue, statement of a material fact contained
in any Registration Statement, prospectus or preliminary prospectus (as amended or supplemented) or
any document incorporated by reference in any of the foregoing or resulting from or arising out of
or based upon any omission, or alleged omission, to state therein a material fact required to be
stated therein or necessary to make the statements therein (in the case of a prospectus, in light
of the circumstances under which they were made) not misleading. Notwithstanding the foregoing,
the Company shall not be liable to any Holder Indemnified Party for any Losses that arise out of or
are based upon (x) written information provided by such Holder Indemnified Party expressly for use
in the Registration Statement, (y) sales of Registrable Securities by a Holder Indemnified Party to
a person to whom there was not sent or given, at or before the written confirmation of such sale, a
copy of the prospectus (excluding documents incorporated by reference) or the prospectus as then
amended or supplemented (excluding documents incorporated by reference) and the Losses of such
Holder Indemnified Party resulting from an untrue statement or omission of a material fact
contained in such preliminary prospectus which was corrected in the prospectus (or the prospectus
as then amended or supplemented), or (z) any offer or sale of Registrable Securities during a
Blackout Period or during the period that sales of the Registrable Securities are required to be
discontinued pursuant to Section 5.1(b). Notwithstanding the foregoing, such indemnity obligation
shall remain in full force and effect regardless of any investigation made by or on behalf of the
Holder Indemnified Parties and shall survive the transfer of Registrable Securities by such Holder
Indemnified Parties.




          7.2. Indemnification by the Participating Holders. Each Participating Holder agrees,
severally and not jointly, to indemnify and hold harmless the Company, and its directors, officers,
partners, employees, advisors and agents, their respective Affiliates and each Person who controls
(within the meaning of the Securities Act or the Exchange Act) any of such Persons (collectively,
the “Company Indemnified Parties”) from any Losses to which such Company Indemnified Party
may become subject under the Securities Act, Exchange Act, any other federal law, any state or
common law or any rule or regulation promulgated thereunder or otherwise, insofar as such Losses
are resulting from or arising out of or based upon any untrue, or alleged untrue, statement of a
material fact contained in any Registration Statement, prospectus or preliminary prospectus (as
amended or supplemented) or any document incorporated by reference in any of the foregoing or
resulting from or arising out of or based upon any omission, or alleged omission, to state therein
a material fact required to be stated therein or necessary to






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make the statements therein (in the case of a prospectus, in light of the circumstances under
which they were made), not misleading, but only to the extent that such untrue statement or alleged
untrue statement, omission or alleged omission is made in such Registration Statement, prospectus
or preliminary prospectus in reliance upon and in conformity with written information furnished to
the Company by or on behalf of such Participating Holder and expressly intended for use in such
Registration Statement, prospectus or preliminary prospectus. Notwithstanding the foregoing, the
liability of any Participating Holder under this Section 7.2 shall be limited to the amount of the
net proceeds received by such Participating Holder in the sale giving rise to such liability. The
foregoing indemnity obligation shall remain in full force and effect regardless of any
investigation made by or on behalf of the Company Indemnified Parties and shall survive the
transfer of Registrable Securities by such Participating Holder.




          7.3. Conduct of Indemnification Proceedings. Any person entitled to indemnification
hereunder (each, an “Indemnified Party”) agrees to give prompt written notice to the
indemnifying party (each, an “Indemnifying Party”) after the receipt by such person of any
written notice of the commencement of any action, suit, proceeding or investigation or threat
thereof for which such person will claim indemnification or contribution pursuant to this Agreement
(but the failure to give such notice will not affect the right to indemnification or contribution
hereunder unless and to the extent the Indemnifying Party is materially prejudiced by such failure)
and the Indemnifying Party shall assume the defense thereof, including the employment of counsel
reasonably satisfactory to such Indemnified Party and payment of all reasonable fees and expenses
(regardless of whether it is ultimately determined that an Indemnified Party is entitled to
indemnification hereunder). Such Indemnified Party shall have the right to employ separate counsel
in any such action and participate in the defense thereof, but the fees and expenses of such
counsel shall be at the expense of such Indemnified Party, unless the employment of such counsel
shall have been specifically authorized in writing by the Indemnifying Party, the Indemnifying
Party shall have failed to assume the defense and employ counsel reasonably satisfactory to the
Indemnified Party or the named parties to any such action (including any impleaded parties) include
both such Indemnified Party and the Indemnifying Party and such Indemnified Party shall have been
advised by such counsel that there may be one or more legal defenses available to it which are
different from or additional to those available to the Indemnifying Party (in which case, the
Indemnifying Party shall not have the right to assume the defense of such action on behalf of such
Indemnified Party, it being understood, however, that the Indemnifying Party shall not, in
connection with any one such action, or separate but substantially similar or related actions in
the same jurisdiction arising out of the same general allegations or circumstances, be liable for
the fees and expenses of more than one separate firm of attorneys (in addition to any local
counsel) for all such Indemnified Parties, which firm (and local counsel) shall be designated in
writing by the Indemnified Parties and that all such reasonable fees and expenses shall be
reimbursed as they are incurred). An Indemnifying Party shall not settle, compromise or consent to
the entry of any judgment in any proceeding without the Indemnified Party’s prior written consent,
unless the terms of such settlement, compromise or consent include an unconditional release of each
Indemnified Party from all liability or loss arising out of such proceeding or unless the
Indemnifying Party shall not have timely, and in any event within sixty (60) days, responded to a
request for such consent. The rights afforded to any Indemnified Party hereunder shall be in
addition to any rights that such Indemnified Party may have at common law, by separate agreement or
otherwise.







11









 









          7.4. Contribution.




     (a) If for any reason the indemnification provided for in this Section 7 is unavailable, or is
insufficient, to hold harmless an Indemnified Party in respect of any Losses, then the Indemnifying
Party, in lieu of indemnifying the Indemnified Party, shall contribute to the amount paid or
payable by the Indemnified Party as a result of such Losses in such proportion as is appropriate to
reflect the relative fault of the Indemnifying Party on the one hand and the Indemnified Party on
the other. The relative fault of such Indemnifying Party and Indemnified Party shall be determined
by reference to, among other things, whether any action in question, including any untrue or
alleged untrue statement of a material fact or omission or alleged omission to state a material
fact, was made by, or relates to information supplied by, such Indemnifying Party or Indemnified
Party, and the Indemnifying Party’s and Indemnified Party’s relative intent, knowledge, access to
information and opportunity to correct or prevent such action. The amount paid or payable by a
Party as a result of the Losses or other liabilities referred to above shall be deemed to include,
subject to the limitations set forth in Sections 7.1 and 7.2, any legal or other fees or expenses
reasonably incurred by such Party in connection with any investigation or proceeding. The
liability of any Holder Indemnified Party under this Section 7.4 shall be limited to the amount of
the net proceeds received by such Holder Indemnified Party.



     (b) The Parties agree that it would not be just and equitable if contribution pursuant to this
Section 7.4 were determined by pro rata allocation or by any other method of allocation which does
not take account of the equitable considerations referred to in the immediately preceding
paragraph. No person guilty of fraudulent misrepresentation (within the meaning of 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation.



     (c) If indemnification is available under this Section 7, each Indemnifying Party shall
indemnify each Indemnified Party to the full extent provided in Sections 7.1 and 7.2, as the case
may be, without regard to the relative fault of said Indemnifying Party or Indemnified Party or any
other equitable consideration provided for in this Section 7.4.



     8. REMEDIES



     In case any one or more of the covenants and/or agreements set forth in this Agreement shall
have been breached by any Party hereto, the Party or Parties entitled to the benefit of such
covenants or agreements may, except as may otherwise be expressly provided in this Agreement,
proceed to protect and enforce their rights either by suit in equity and/or by action at law,
including, but not limited to, an action for damages as a result of any such breach and/or an
action for specific performance of any such covenant or agreement contained in this Agreement. The
rights, powers and remedies of the Parties under this Agreement are cumulative and not exclusive of
any other right, power or remedy which such Parties may have under any other agreement or law. No
single or partial assertion or exercise of any right, power or remedy of a Party shall preclude any
other or further assertion or exercise thereof.




12












 






      9. NOTICES




      Any notice required or permitted under this Agreement shall be given in writing and shall be
deemed effectively given upon personal delivery to the Party to be notified, on the next Business
Day after delivery to a nationally recognized overnight courier service, when sent by confirmed
facsimile if sent during normal business hours of the recipient, or if not, then on the
next Business Day, or five (5) days after deposit with the United States Post Office, by
registered or certified mail, postage prepaid, and addressed to the Party to be notified at the
address or facsimile number indicated below for such party, or at such other address as such Party
may designate upon written notice to the other Parties (except that notice of change of address
shall be deemed given upon receipt). Telephone numbers and e-mail addresses are provided herein
for convenience only, and communications by such means shall not constitute effective notice
hereunder.


(a) In the case of the Company:



Thor Industries, Inc.

419 West Pike Street

Jackson Center, Ohio 54334

Attn: Chief Executive Officer

Facsimile: 937-596-6539

Telephone: 937-596-6849



With a copy to:



Akin Gump Strauss Hauer & Feld LLP

One Bryant Park

New York, New York 10036

Attn: Ackneil M. Muldrow, III, Esq.

Facsimile: 212-872-1002

Telephone: 212-872-1000

Email: tmuldrow@akingump.com





	 	(b)	 	In the case of the Shareholder Representative to the address set forth for such
Shareholder Representative on Schedule 1.
	 
	 	(c)	 	In the case of the Holders, at the addresses set forth on Schedule 1.





      10. MISCELLANEOUS



          10.1. Entire Agreement. This Agreement, together with the Stock Restriction Agreement
(where applicable) and the Purchase Agreement, constitutes the entire agreement between the Parties
with respect to the subject matter hereof and supersedes all prior agreements and understandings,
written or oral, between the Parties with respect to the subject matter hereof.




          10.2. Amendments and Waivers. Any term of this Agreement may be amended and the
observance of any term of this Agreement may be waived (either generally or






13









 







in a particular instance and either retroactively or prospectively), only by an instrument in
writing and signed by the Company and the holders of a majority of the Restricted Shares and
Unrestricted Shares (voting together as a single class); provided that no amendment that is
materially adverse to a Holder shall be effective against such Holder without such Holder’s written
consent. The waiver by any Party of a breach of any provision of this Agreement shall not operate
or be construed as a further or continuing waiver of such breach or as a waiver of any other or
subsequent breach. No failure on the part of any Party to exercise, and no delay in exercising,
any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or
partial exercise of such right, power or remedy by any Party preclude any other or further exercise
thereof or the exercise of any other right, power or remedy.




          10.3. Successors and Assigns. Subject to the transfer restrictions set forth herein,
the terms and conditions of this Agreement shall inure to the benefit of and be binding upon the
respective successors and assigns of the Parties; provided, however, the Holders
may not transfer any of the registration rights granted hereunder with respect to any Registrable
Securities, except (a) in connection with the transfer of such Registrable Securities (and if
applicable, in accordance with the Stock Restriction Agreement) and (b) in compliance with the
following conditions: (i) the transferee shall agree in writing that it is bound by the terms of
this Agreement and, if applicable, the Stock Restriction Agreement and (ii) the Company is given
prompt written notice by such Holder of such transfer, stating the name and address of the
transferee and identifying the number of Registrable Securities that are the subject of the
transfer.




          10.4. Governing Law. This Agreement, including the validity hereof and the rights and
obligations of the Parties hereunder, the performance of the transactions and obligations of the
Parties hereunder, and all amendments and supplements hereof and all waivers and consents
hereunder, shall be construed in accordance with and governed by the domestic substantive laws of
the State of New York without giving effect to any choice of law or conflicts of law provision or
rule that would cause the application of the domestic substantive laws of any other jurisdiction.




          10.5. Severability. If any provisions of this Agreement as applied to any Party or to
any circumstance shall be adjudged by a court to be invalid or unenforceable, the same shall in no
way affect any other provision of this Agreement, the application of such provision in any other
circumstances or the validity or enforceability of this Agreement.




          10.6. Captions. The headings and captions used in this Agreement are used for
convenience only and are not to be considered in construing or interpreting this Agreement.




          10.7. Counterparts. This Agreement may be executed in counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and the same
instrument.




          10.8. Several Obligations. The obligations of the Holders herein are several and not
joint. No Holder shall be responsible for the performance or failure on the part of any other
Holder to perform his, her or its obligations hereunder.







14









 








          10.9. Interpretation. This Agreement shall be construed reasonably to carry out its
intent without presumption against or in favor of any Party.




          10.10. Consent to Jurisdiction and Service of Process. Each Holder, for itself, its
personal representatives, legatees, heirs and assigns, hereby consents to the personal jurisdiction
of the courts of the County and State of New York located in New York, New York and of the United
States District Court for the Southern District of New York, each as may have competent
jurisdiction, with respect to any dispute or controversy arising under or in connection with this
Agreement and agrees that process issued out of any such court or in accordance with the rules of
practice of such court may be served by mail or other form of substituted service to such Holder at
the address provided herein, and that any actions therein may be consolidated in a single action.
Each Holder also agrees not to bring any dispute or controversy arising under or in connection with
this Agreement in any other court. Each Holder waives any defense of inconvenient forum to the
maintenance of any dispute or controversy so brought and waives any bond, surety, or other security
that may be required of any other party hereto with respect such dispute or controversy. Nothing
contained herein shall be deemed to prevent the Company from effecting service of process upon any
Holder in any other manner permitted by law or from commencing any action in any other court having
competent jurisdiction.




          10.11. Certain References. Whenever the context may require, any pronoun used in this
Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular
form of nouns, pronouns and verbs shall include the plural and vice versa. The terms “herein”,
“hereof” or “hereunder” or similar terms as used in this Agreement refer to this entire Agreement
and not to the particular provision in which the term is used. Unless otherwise stated, all
references herein to Sections, subsections or other provisions are references to Sections,
subsections or other provisions of this Agreement.




[signature page follows]





15









 








          IN WITNESS WHEREOF, the Parties hereto have entered into this Registration Rights Agreement as
of the date first written above.




	 	 	 	 	 
	COMPANY:	 THOR INDUSTRIES, INC.

 	 
	 	By:  	/s/ Peter B. Orthwein	 
	 	 	Name:  	Peter B. Orthwein	 
	 	 	Title:  	Chief Executive Officer	 
	 
	HOLDERS:	 BRB RV INVESTMENTS, INC.

 	 
	 	By:  	/s/ Brian R. Brady	 
	 	 	Name:  	Brian R. Brady	 
	 	 	Title:  	President	 
	 
	 	TAH ASSETS, INC.

 	 
	 	By:  	/s/ Timothy Arthur Hoffman	 
	 	 	Name:  	Timothy Arthur Hoffman	 
	 	 	Title:  	President	 
	 
	 	JMR ASSET, INC.

 	 
	 	By:  	/s/ John Rhymer	 
	 	 	Name:  	John Rhymer	 
	 	 	Title:  	President	 
	 
	 	JNS ASSETS, INC.

 	 
	 	By:  	/s/ Jack Culbertson	 
	 	 	Name:  	Jack Culbertson	 
	 	 	Title:  	President	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	/s/ Thomas Coley Brady
THOMAS COLEY BRADY

	 
	 	/s/ Michael Creech
MICHAEL CREECH

	 
	 	/s/ Dennis Donat
DENNIS DONAT

	 
	 	/s/ Jeff Froschauer 
JEFF FROSCHAUER

	 
	 	/s/ Steve Johnson
STEVE JOHNSON

	 
	 	/s/ David Jones
DAVID JONES

	 
	 	/s/ John Leonard
JOHN LEONARD

	 
	 	/s/ Scott Lytle
SCOTT LYTLE

	 
	 	/s/ Rick Moreno
RICK MORENO

	 
	 	/s/ David Partin 
DAVID PARTIN
	 



SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT




 









 








	 	 	 	 	 
	 	CATTERTON PARTNERS VI, L.P.

 	 
	 	By: 	Catterton Managing Partner VI, L.L.C. 	 
	 	Its: 	General Partner 	 
	 
	 	By: 	CP6 Principals, L.L.C.
 	 
	 	Its: 	Managing Member 	 
	 	 	 
	 	By:  	
/s/ Scott Dahnke	 
	 	 	Name:  	Scott Dahnke 	 
	 	 	Title:  	Authorized Signatory 	 



SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT





 









 








	 	 	 	 	 
	 	CATTERTON PARTNERS VI OFFSHORE, L.P.

 	 
	 	By: 	Catterton Managing Partner VI, L.L.C. 	 
	 	Its: 	General Partner 	 
	 	 	 
	 	By: 	CP6 Principals, L.L.C. 	 
	 	Its: 	Managing Member 	 
	 	 	 
	 	By:  	/s/ Scott Dahnke	 
	 	 	Name:  	Scott Dahnke 	 
	 	 	Title:  	Authorized Signatory 	 



SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT






 









 








	 	 	 	 	 
	 	CP6 INTEREST HOLDINGS, L.L.C.

 	 
	 	By: 	CP6 Principals, L.L.C. 	 
	 	Its: 	Managing Member 	 
	 	 	 
	 	By:  	
/s/ Scott Dahnke	 
	 	 	Name:  	Scott Dahnke 	 
	 	 	Title:  	Authorized Signatory 	 



SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT




 









 








	 	 	 	 	 
	 	CPVI COINVEST, LLC

 	 
	 	By: 	Catterton Management Company, L.L.C.
 	 
	 	Its: 	Manager
 	 
	 	 	
 	 
	 	By: 	/s/
Scott Dahnke	 
	 	 	Name:  	Scott Dahnke 	 
	 	 	Title:  	Authorized Signatory 	 



SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT





 











 





EXHIBIT A




NOTICE ADDRESSES



	 	 	 
	Names	 	Address and Facsimile
	Heartland RV Holdings, L.P.
	 	c/o Heartland Recreational Vehicles, LLC
	 
	 	1001 All-Pro Drive
	 
	 	Elkhart, Indiana  46514
	 
	 	 
	 
	 	Attention: Brian R. Brady
	 
	 	Facsimile: (574) 262-5993
	 
	 	with a copy to (which shall not constitute notice):
	 
	 	 
	 
	 	Kirkland & Ellis LLP
	 
	 	601 Lexington Avenue
	 
	 	New York, NY 10022-4675
	 
	 	Facsimile:  (212) 446-6460
	 
	 	Attention:  Eunu Chun and Ariel Yehezkel
	 
	 	 
	Catterton Partners VI, L.P.
	 	c/o Catterton Partners
	Catterton Partners VI Offshore, L.P.
	 	7 Greenwich Office Park
	CP6 Interest Holdings, L.L.C.
	 	599 W. Putnam Ave., Suite 200
	CPVI Coinvest, LLC
	 	Greenwich, CT 06830
	 
	 	Facsimile: (203) 629-4903
	 
	 	Attention:  David McPherson and Scott Dahnke
	 
	 	 
	 
	 	with a copy to (which shall not constitute notice):
	 
	 	 
	 
	 	Kirkland & Ellis LLP
	 
	 	601 Lexington Avenue
	 
	 	New York, NY 10022-4675
	 
	 	Facsimile:  (212) 446-6460
	 
	 	Attention:  Eunu Chun and Ariel Yehezkel
	 
	 	 
	BRB RV Investments, Inc.
	 	3303 Greenleaf Blvd
	 
	 	Elkhart, IN 46514
	 
	 	Attention: Brian Brady
	 
	 	 
	 
	 	with a copy to (which shall not constitute notice):
	 
	 	 
	 
	 	Barnes & Thornburg LLP
	 
	 	600 1st Source Bank Center
	 
	 	100 North Michigan
	 
	 	South Bend, Indiana 44601-1632
	 
	 	Facsimile: (574) 237-1125
	 
	 	Attention: Brian Lake






 









 






	 	 	 
	Names	 	Address and Facsimile
	TAH Assets, Inc.
	 	10819 Volinia Drive
	 
	 	Osceola, IN 46561
	 
	 	Attention: Tim Hoffman
	 
	 	 
	 
	 	with a copy to (which shall not constitute notice):
	 
	 
	 	Barnes & Thornburg LLP
	 
	 	600 1st Source Bank Center
	 
	 	100 North Michigan
	 
	 	South Bend, Indiana 44601-1632
	 
	 	Facsimile: (574) 237-1125
	 
	 	 
	Attention: Brian Lake
	 	 
	 
	 	 
	JMR Asset, Inc.
	 	89941 Shorelane Drive
	 
	 	Lawton, MI 49065
	 
	 	Attention: John Rhymer
	 
	 	 
	 
	 	with a copy to (which shall not constitute notice):
	 
	 
	 	Barnes & Thornburg LLP
	 
	 	600 1st Source Bank Center
	 
	 	100 North Michigan
	 
	 	South Bend, Indiana 44601-1632
	 
	 	Facsimile: (574) 237-1125
	 
	 	Attention: Brian Lake
	 
	 	 
	JNS Assets, Inc.
	 	20613 CR 8
	 
	 	Bristol, IN 46507
	 
	 	Attention: Jack Culbertson
	 
	 	 
	 
	 	with a copy to (which shall not constitute notice):
	 
	 
	 	Barnes & Thornburg LLP
	 
	 	600 1st Source Bank Center
	 
	 	100 North Michigan
	 
	 	South Bend, Indiana 44601-1632
	 
	 	Facsimile: (574) 237-1125
	 
	 	 
	Attention: Brian Lake
	 	 
	Thomas Coley Brady
	 	14930 Boswell Ct
	 
	 	Granger, IN 46530
	 
	 	 
	Michael Creech
	 	55844 Ringneck Dr
	 
	 	Osceola, IN 46561
	 
	 	 
	Dennis Donat
	 	4000 E. Bristol St. Ste #3
	 
	 	Elkhart, IN 46514






 









 






	 	 	 
	Names	 	Address and Facsimile
	Jeffrey Froschauer
	 	22624 Remington Ct
	 
	 	Elkhart, IN 46514
	 
	 	 
	Steven Johnson
	 	54056 Bethany Dr
	 
	 	Bristol, IN 46507
	 
	 	 
	David Jones
	 	24664 Copper Ridge Dr
	 
	 	Goshen, IN 46526
	 
	 	 
	John Leonard
	 	60907 Ridgepoint Ct
	 
	 	Elkhart, IN 46517
	 
	 	 
	Scott Lytle
	 	54664 N Circle Dr
	 
	 	Osceola, IN 46561
	 
	 	 
	Rick Moreno
	 	14903 Hideaway Dr
	 
	 	Vandalia, MI 49095
	 
	 	 
	David Partin
	 	23809 Cole Street
	 
	 	Elkhart, IN 46516
	 
	 	 
	Terrence Brady
	 	1523 W. Montana Street, Unit 2
	 
	 	Chicago, IL 60614
	 
	 	 
	Ryan Brady
	 	911 W. Altgeld St. Unit 4E
	 
	 	Chicago, IL 60614