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”),
      Lippert Components, Inc., a Delaware corporation (“Lippert
      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 “Lippert Components Holding, Inc.” in Schedule I to the
      Subordination Agreement is deleted and replaced with “Lippert 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). 

     

    [Remainder
      of page intentionally left blank. Next page is signature
      page.]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    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:
                Fredric M. Zinn

            
	
              Title:
                President

            
	 
	
              KINRO,
                INC.

            
	
              LIPPERT
                COMPONENTS, INC.

            
	
              COIL
                CLIP, INC.

            
	
              KINRO
                MANUFACTURING, INC.

            
	
              LD
                REALTY, INC.

            
	
              LIPPERT
                COMPONENTS MANUFACTURING, INC.

            
	
              LIPPERT
                TIRE & AXLE, INC.

            
	
              LTM
                MANUFACTURING, L.L.C.

            
	
              ZIEMAN
                MANUFACTURING COMPANY

            
	 
	
              By:
                

            	 
	
              Name:
                Fredric M. Zinn

            
	
              Title:
                Vice President

            
	 	 
	
              KINRO
                HOLDING, INC.

            
	
              LIPPERT
                HOLDING, INC.

            
	
              LIPPERT
                TIRE & AXLE HOLDING, INC.

            
	 
	
              By:
                

            	 
	
              Name:
                Fredric M. Zinn

            
	
              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:
                Fredric M. Zinn

            
	
              Title:
                Vice President

            
	 	 
	
              LIPPERT
                COMPONENTS TEXAS LIMITED PARTNERSHIP

            
	
              LIPPERT
                TIRE & AXLE TEXAS LIMITED PARTNERSHIP

            
	
              By:

            	
              Lippert
                Components Manufacturing, Inc.,

            
	 	
              general
                partner of each of the above

            
	 	 
	
              By:
                

            	 
	
              Name:
                Fredric M. Zinn

            
	
              Title:
                Vice President