Exhibit
      10.9

     

    [FORM
      OF FIXED RATE SHELF NOTE]


    


    KINRO,
      INC.

    LIPPERT
      COMPONENTS, INC.

    


    SENIOR
      NOTE

    


    
      	
              No.
                R-[__]

            	 
	
              Original
                Principal Amount:

            	 
	
              Original
                Issue Date:

            	 
	
              Interest
                Rate:

            	 
	
              Interest
                Payment Dates:

            	 
	
              Final
                Maturity Date:

            	 
	
              Principal
                Installment Dates and Amounts:

            	 
	
              PPN:

            	 


    

    


    FOR
      VALUE RECEIVED,
      the
      undersigned, KINRO,
      INC.,
      a
      corporation organized and existing under the laws of the State of Ohio
      (“Kinro”),
      and
LIPPERT
      COMPONENTS, INC.,
      a
      corporation organized and existing under the laws of the State of Delaware
      (“Lippert
      Components”
and
      together with Kinro, collectively, the “Co-Issuers”),
      hereby jointly and severally promise to pay to [___________________________],
      or
      registered assigns, the principal sum of [_______________________]
      DOLLARS ($[_________])
      [on the
      Final Maturity Date specified above] [, payable on the Principal Prepayment
      Dates and in the amounts specified above, and on the Final Maturity Date
      specified above in an amount equal to the unpaid balance of the principal
      hereof,] with interest (computed on the basis of a 360-day year, 30-day month)
      (a) subject to clause (b), on the unpaid balance thereof at the Interest Rate
      per annum specified above, payable on each Interest Payment Date specified
      above
      and on the Final Maturity Date specified above, commencing with the Interest
      Payment Date next succeeding the date hereof, until the principal hereof shall
      have become due and payable, and (b) following the occurrence and during the
      continuance of an Event of Default, payable on each Interest Payment Date as
      aforesaid (or, at the option of the registered holder hereof, on demand) on
      the
      unpaid balance of the principal, any overdue payment of interest, any overdue
      payment of any Yield-Maintenance Amount, at a rate per annum from time to time
      equal to the greater of (i) [**]% or (ii) 2% over the rate of interest publicly
      announced by The Bank of New York from time to time in New York City as its
      prime rate.

     

    Payments
      of principal of, interest on and any Yield-Maintenance Amount payable with
      respect to this Note are to be made at the main office of The Bank of New York
      in New York City or at such other place as the holder hereof shall designate
      to
      the Co-Issuers in writing, in lawful money of the United States of
      America.


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    This
      Note
      is one of the Shelf Notes (herein called the “Notes”)
      issued
      pursuant to a Second Amended and Restated Note Purchase and Private Shelf
      Agreement, dated as of November 25, 2008 (as the same may from time to time
      be
      amended, amended and restated, supplemented or otherwise modified, the
“Agreement”),
      between the Co-Issuers and the Parent, on the one hand, and the other Persons
      named as parties thereto, on the other, and is entitled to the benefits thereof.
      As provided in the Agreement, this Note is subject to optional prepayment,
      in
      whole or from time to time in part, on the terms specified in the Agreement.
      Capitalized terms used and not otherwise defined herein shall have the meanings
      provided in the Agreement.

     

    This
      Note
      is secured by, and entitled to the benefits of, the Collateral described in
      the
      Pledge Agreement. Reference is made to the Pledge Agreement for the terms and
      conditions governing the collateral security for the obligations of the
      Co-Issuers hereunder. 

     

    Payment
      of the principal of, and
      Yield-Maintenance Amount,
      if any,
      and interest on this Note has been guaranteed by the Parent in accordance with
      the terms of the Agreement and by the Subsidiary Guarantors in accordance with
      the terms of the Subsidiary Guaranty.

     

    This
      Note
      is a registered Note and, as provided in and subject to the terms of the
      Agreement, upon surrender of this Note for registration of transfer, duly
      endorsed, or accompanied by a written instrument of transfer duly executed,
      by
      the registered holder hereof or such holder’s attorney duly authorized in
      writing, a new Note for a like principal amount will be issued to, and
      registered in the name of, the transferee. Prior to due presentment for
      registration of transfer, the Co-Issuers may treat the person in whose name
      this
      Note is registered as the owner hereof for the purpose of receiving payment
      and
      for all other purposes, and the Co-Issuers shall not be affected by any notice
      to the contrary.

     

    In
      case
      an Event of Default, as defined in the Agreement, shall occur and be continuing,
      the principal of this Note may be declared or otherwise become due and payable
      in the manner,
      at the
      price (including any applicable Yield-Maintenance
      Amount)
      and with
      the effect provided in the Agreement.

     

    This
      Note
      is intended to be performed in the State of New York and shall be construed
      and
      enforced in accordance with the internal law of such State.

    


    
      	
              KINRO,
                INC.

            
	
              LIPPERT
                COMPONENTS, INC.

            
	 	 
	
              By:
                

            	 

	
              Name:
                Fredric M. Zinn

            
	
              Title:
                Vice President

            


    

    


    **
      [2%
      over the stated coupon]