CONFIRMATION, REAFFIRMATION AND AMENDMENT OF SUBORDINATION AGREEMENT

Exhibit 10.14

CONFIRMATION, REAFFIRMATION AND AMENDMENT OF

SUBORDINATION AGREEMENT

Dated: As of November 25, 2008

Reference is made to (i) that certain Note Purchase and Private Shelf Agreement, dated as of February 11, 2005 (the “Original Note Purchase Agreement”), by and between Kinro, Inc., an Ohio corporation (“Kinro”), Xxxxxxx Components, Inc., a Delaware corporation (“Xxxxxxx Components”, and together with Kinro, collectively, the “Co-Issuers”), Drew Industries Incorporated, a Delaware corporation, Prudential Investment Management, Inc. (“Prudential”) and each of the holders of the 2005 Notes (as defined below) (Prudential and the holders of the 2005 Notes, collectively, the “Noteholders”) pursuant to which the Co-Issuers authorized the issue of their senior promissory notes in the aggregate principal amount of up to $60,000,000 and (ii) that certain Amended and Restated Note Purchase and Private Shelf Agreement, dated as of June 13, 2006 (the “Existing Note Purchase Agreement”), by and between the Co-Issuers, the Parent, the Noteholders and each of the holders of the 2006 Notes (as defined therein) pursuant to which the Original Note Purchase Agreement was amended and restated and the Co-Issuers authorized the issuance of their senior promissory notes in the aggregate principal amount of $60,000,000 (of which up to $40,000,000 could be floating rate senior promissory notes). The Existing Note Purchase Agreement and the 2005 Notes (as defined in the Amended Agreement) are being amended and restated (as so amended and restated, the 2005 Notes shall be referred to herein as the “Amended Notes”) pursuant to the terms of the Second Amended and Restated Note Purchase and Private Shelf Agreement, of even date herewith (the “Amended Agreement”). Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Amended Agreement.

Each of the undersigned (each a “Credit Party” and collectively the “Credit Parties”) is a party to the Subordination Agreement entered into in connection with the execution and delivery of the Original Note Purchase Agreement and the issuance and sale of the 2005 Notes. Each of the Credit Parties hereby agrees, acknowledges and affirms that (i) its obligations and liabilities under the Subordination Agreement continue to be in full force and effect, (ii) such obligations and liabilities extend to the obligations and liabilities of the Obligors under the Amended Agreement, the Amended Notes and any and all Shelf Notes issued pursuant to the Amended Agreement, and (iii) it has no defense, offset, counterclaim, right of recoupment or independent claim against the Noteholders with respect to the Subordination Agreement, the Existing Note Purchase Agreement, Existing Notes or otherwise.

The Parent and the Existing Noteholders agree that (i) the reference to $60,000,000 in the second paragraph of the Subordination Agreement is deleted and replaced with $125,000,000, (ii) the parenthetical in the second line of the second paragraph of the Subordination Agreement is deleted and replaced with “(as amended, restated, supplemented, or modified from time to time, the “Note Purchase Agreement”)”, (iii) the reference to “Xxxxxxx Components Holding, Inc.” in Schedule I to the Subordination Agreement is deleted and replaced with “Xxxxxxx Holding, Inc.”, and (iv) Exhibit 18(b) to the Subordination Agreement is deleted and replaced with Exhibit 18(b) attached hereto.

Each of the undersigned also represents and warrants to the Noteholders that all of the representations and warranties made by the undersigned in the Subordination Agreement are true and correct on the date hereof as if made on and as of the date hereof, except to the extent that any of such representations and warranties relate by their terms to a prior date (which remain true and correct as of such prior date).

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IN WITNESS WHEREOF, the parties hereto have caused this Confirmation and Reaffirmation of Subordination Agreement to be executed on its behalf, as of the date first above written, by one of its duly authorized officers.

DREW INDUSTRIES INCORPORATED

By:

Name: Xxxxxxx X. Xxxx

Title: President

KINRO, INC.

XXXXXXX COMPONENTS, INC.

COIL CLIP, INC.

KINRO MANUFACTURING, INC.

LD REALTY, INC.

XXXXXXX COMPONENTS MANUFACTURING, INC.

XXXXXXX TIRE & AXLE, INC.

LTM MANUFACTURING, L.L.C.

XXXXXX MANUFACTURING COMPANY

By:

Name: Xxxxxxx X. Xxxx

Title: Vice President

KINRO HOLDING, INC.

XXXXXXX HOLDING, INC.

XXXXXXX TIRE & AXLE HOLDING, INC.

By:

Name: Xxxxxxx X. Xxxx

Title: Chief Financial Officer

BBD REALTY TEXAS LIMITED PARTNERSHIP
KINRO TENNESSEE LIMITED PARTNERSHIP
KINRO TEXAS LIMITED PARTNERSHIP
By:	Kinro Manufacturing, Inc.,
	general partner of each of the above
By:
Name: Xxxxxxx X. Xxxx
Title: Vice President
XXXXXXX COMPONENTS TEXAS LIMITED PARTNERSHIP
XXXXXXX TIRE & AXLE TEXAS LIMITED PARTNERSHIP
By:	Xxxxxxx Components Manufacturing, Inc.,
	general partner of each of the above
By:
Name: Xxxxxxx X. Xxxx
Title: Vice President