Exhibit
      10.12

    


    CONFIRMATION,
      REAFFIRMATION AND AMENDMENT OF

    SUBSIDIARY
      GUARANTEE 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 Subsidiaries (each a “Guarantor”
and
      collectively the “Guarantors”)
      is a
      party to the Subsidiary Guarantee 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 Guarantors hereby (i) acknowledges
      receipt of a copy of the Amended Agreement, (ii) consents to the Co-Issuers’
execution and delivery of the Amended Agreement, (iii) acknowledges and affirms
      that nothing contained in the Amended Agreement shall modify in any respect
      whatsoever its Guarantee of the Obligations (as such term is defined in the
      Subsidiary Guarantee Agreement) under the Subsidiary Guarantee Agreement and
      reaffirms the Subsidiary Guarantee Agreement shall remain in full force and
      effect, and (iv) acknowledges and agrees that, for the avoidance of doubt,
      the
      Obligations include obligations in respect of the Amended Agreement, the Amended
      Notes and any and all Shelf Notes issued pursuant to the Amended Agreement.
      Although each of the Guarantors has been informed of the matters set forth
      herein and has acknowledged and agreed to the same, each Guarantor understands
      that the Noteholders have no obligation to inform any Guarantor of such matters
      in the future or to seek any Guarantor’s acknowledgment or agreement to future
      amendments, waivers or consents, and nothing herein shall create such a
      duty.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    The
      Parent and the Existing Noteholders agree that (i) the reference to $60,000,000
      in the second paragraph of the Subsidiary Guarantee Agreement is deleted and
      replaced with $125,000,000, (ii) the references to “Lippert Components Holding,
      Inc.” in each of Schedule A and Schedule B to the Subsidiary Guarantee Agreement
      are deleted and replaced with “Lippert Holding, Inc.”, and (iii) Attachment I to
      the Subsidiary Guarantee Agreement is deleted and replaced with Attachment
      I
      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 Subsidiary
      Guarantee 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 Guarantee
      Agreement to be executed on its behalf, as of the date first above written,
      by
      one of its duly authorized officers.

    


    
      	
              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