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EXHIBIT 10.7
JOINDER TO REGISTRATION RIGHTS AGREEMENT
This Joinder is dated as of November 10, 1997 by and among Airxcel
Holdings, Inc. (formerly RV Products Holding Corp.), a Delaware corporation (the
"Company"), Citicorp Venture Capital, Ltd., a New York corporation ("CVC"), the
several existing stockholders of the Company signing below (the "Existing
Stockholders") and Xxxxxx X. Xxxxx, Xxxxx X. Xxxxxxx, X.X. Xxxxxxx and Xxxx
Xxxxxxx (together, the "New Executives").
The Company, CVC and the persons set forth on Schedule A are parties
to a Registration Rights Agreement dated August 22, 1996 (the "Registration
Rights Agreement"). The New Executives have on the date hereof acquired shares
in the common stock of the Company and in connection with that acquisition have
been offered certain rights set forth in the Registration Rights Agreement. The
parties hereto are executing this Joinder to record the New Executives formally
becoming party to the Registration Rights Agreement.
Each of the New Executives and the other parties hereto hereby agree
that upon execution of this Joinder, each of the New Executives shall become a
party to the Registration Rights Agreement and shall be fully bound by, and
subject to, all of the covenants, terms and conditions of the Registration
Rights Agreement as though an original party thereto and shall be deemed an
Executive for all purposes thereof. However, the New Executives shall not be
responsible for any breaches or defaults that may have occurred with respect to
the Registration Rights Agreement prior to the execution of this Joinder. In
addition, each of the New Executives and the other parties hereto hereby agree
that all of the shares of stock of the Company now or hereafter held by any of
the New Executives shall be deemed Other Registerable Securities for all
purposes of the Registration Rights Agreement.
The current parties to the Registration Rights Agreement represent
and warrant to the New Executives that to the best of their knowledge the
Registration Rights Agreement submitted to the New Executives with this Joinder
is a true and correct copy thereof, that it is in full force and effect, that it
has not been modified or amended, and that no party is in default thereunder.
In accordance with Section 11(c) of the Registration Rights
Agreement CVC and the Existing Stockholders, being the holders of a majority of
the Registrable Securities and the CVC Securities (as those terms are defined in
the Registration Rights Agreement), are entitled to execute this Joinder on
behalf of all stockholders party to the Registration Rights Agreement.
This Joinder shall be governed by and construed in accordance with
the domestic laws of the State of New York, without giving effect to any choice
of law or conflict of law provision or rule (whether of the State of New York or
any other jurisdiction) that would cause the application of the laws of any
jurisdiction other than the State of New York.
* * * * *
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IN WITNESS WHEREOF, the parties hereto have executed this Joinder as
of the date first above written.
EXISTING STOCKHOLDERS
XXXXXX XXXXX AIRXCEL HOLDINGS, INC.
By:
------------------------------------- -----------------------------------
Its:
XXXXXXX XXXXXXX XXXXXX X. XXXXX
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CITICORP VENTURE CAPITAL, LTD. XXXXX X. XXXXXXX
By:
--------------------------------- ----------------------------------------
Its:
X.X. XXXXXXX
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XXXX XXXXXXX
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SCHEDULE A
XXXXXX XXXXX
ALCHEMY, L.P.
XXXXXX XXXXXXX
CCT PARTNERS III, L.P.
CITICORP MEZZANINE PARTNERS, L.P.
XXXXXXX XXXXX
XXXXXXX X. XXXXXX
XXX XXXXXX
XXX XXXXX
XXXXXX XXXXX
XXXXXXX XXXXX
XXXXXXX XXXX
XXXX XXXXX
XXXXX XXXXX
XXXXX XXXX
XXXXXX XXXXXX
XXXXX XXXXXXX
XXXXXXX XxXXXXXX
XXXXXX X. XxXXXXXXXX
XXXXXXX PARTNERSHIP
XXXXXX XXXXXX
XXXX XXXXXXXX
XXXXX XXXXXX
XXXXXXX XXXXX
XXXXXXX XXXXXXX
XXXXXX XXXXX
XXXXX XXXXXX
XXXXX X. XXXXXX
XXXXX X. XXXX
XXX XXXX
XXXXX XXXXXXXX
XXXXXX XXXXX
