Exhibit
      10.3

    


    SECOND
      AMENDED AND RESTATED COMPANY GUARANTEE AGREEMENT dated as of November 25, 2008
      made by DREW INDUSTRIES INCORPORATED, a Delaware corporation (the "Guarantor"),
      with and in favor of JPMORGAN CHASE BANK, N.A. (f/k/a JPMorgan Chase Bank),
      a
      national association, as agent (in such capacity, the "Administrative Agent")
      for the Lenders (as defined in the Credit Agreement referred to
      below).

     

    Reference
      is hereby made to the Second Amended And Restated Credit Agreement dated as
      of
      November 25, 2008 (as amended, supplemented, or modified from time to time,
      the
      "Credit Agreement") among Kinro, Inc., an Ohio corporation, and Lippert
      Components, Inc., a Delaware corporation, as Borrowers (the "Borrowers"), the
      financial institutions party thereto as lenders (the "Lenders") and JPMorgan
      Chase Bank, N.A., as administrative agent (in such capacity the "Administrative
      Agent"). Terms used herein as defined terms and not otherwise defined herein
      shall have the meanings given thereto in the Credit Agreement. Reference is
      further made to the Company Guarantee Agreement dated as of February 11, 2005
      (as thereafter amended from time to time between the Guarantor and the
      Administrative Agent, which instrument, the "Amended and Restated Company
      Guarantee"), which instrument the parties agree is being amended and restated
      hereby.

     

    The
      Lenders have agreed to make Loans to the Borrowers upon the terms and subject
      to
      the conditions specified in the Credit Agreement. The Guarantor is the owner
      of
      all the issued and outstanding capital stock of each of the Borrowers. The
      obligations of the Lenders to make Loans are conditioned on, among other things,
      the execution and delivery by the Guarantor hereunder of a guarantee agreement
      in the form hereof.

     

    NOW,
      THEREFORE, in consideration of the foregoing, and for other good and valuable
      consideration the receipt and sufficiency of which are hereby acknowledged,
      the
      parties hereto hereby agree as follows:

     

    Section
      1.01. Definitions;
      Terms.
      References to this "Agreement" shall be to this Second Amended and Restated
      Company Guarantee Agreement as amended, supplemented, or otherwise modified
      from
      time to time. The term "Obligations" shall mean, collectively, (a) the due
      and
      punctual payment of (i) the principal of and interest (including interest
      accruing during the pendency of any bankruptcy, insolvency, receivership or
      other similar proceeding, regardless of whether allowed or allowable in such
      proceeding) on the Loans when and as due, whether at maturity, by acceleration,
      upon one or more dates on which repayment or prepayment is required, or
      otherwise, (ii) each payment required to be made by the Borrowers under the
      Credit Agreement in respect of a Letter of Credit when and as due, including
      payments in respect of reimbursement of disbursements, interest thereon and
      obligations to provide cash collateral and (iii) all other monetary obligations,
      including fees, costs, expenses and indemnities, whether primary, secondary,
      direct, contingent, fixed or otherwise (including monetary obligations incurred
      during the pendency of any bankruptcy, insolvency, receivership or other similar
      proceeding, regardless of whether allowed or allowable in such proceeding),
      of
      the Borrowers to one or more of the Secured Parties under the Credit Agreement
      or any of the other Loan Documents or of the Borrowers (or any of them) under
      or
      in respect of any Interest Rate Hedging Agreement now or hereafter in effect,
      and (b) the due and punctual performance of all covenants, agreements,
      obligations and liabilities of the Borrowers under or pursuant to the Credit
      Agreement and the other Loan Documents and under any Interest Rate Hedging
      Agreement. References to a "guarantor" shall include the Guarantor hereunder,
      each "Guarantor" as such term is defined in the Subsidiary Guarantee Agreement,
      and any other Person that is a guarantor of any or all of the Obligations,
      and
      references to a "guarantee" shall include this Agreement, the Subsidiary
      Guarantee Agreement and any other guarantee of any or all of the Obligations
      by
      any other Person.


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Section
      2.01. Guarantee.

     

    (a) The
      Guarantor hereby, unconditionally, absolutely, and irrevocably guarantees (and
      hereby reaffirms and continues its guarantee under the Amended and Restated
      Company Guarantee), as a primary obligor and not merely as a surety, the due
      and
      punctual payment and performance in full of the Obligations, in each case
      strictly in accordance with the terms thereof. In furtherance of the foregoing
      and not in limitation of any other right that any Secured Party may have at
      law
      or in equity against the Guarantor by virtue hereof, the Guarantor agrees that
      upon failure of the Borrowers to pay any Obligations when and as the same shall
      become due, whether at maturity, by acceleration, on one or more dates on which
      prepayment or repayment is required, or otherwise, the Guarantor will, without
      any demand or notice whatsoever, forthwith pay or cause to be paid to the
      Administrative Agent or such other Secured Party as is designated thereby,
      in
      cash in immediately available funds, an amount equal to the unpaid amount of
      such Obligations. The Guarantor further agrees that the Obligations guaranteed
      by it hereunder may be increased in amount, extended or renewed, or otherwise
      amended or modified in any respect, including, without limitation, as to
      principal, scheduled repayment, prepayment, interest, fees, indemnification,
      compensation, and in any other respect whatsoever, in whole or in part, without
      notice or further assent from it, and that it will remain bound upon this
      guarantee in respect of such Obligations as so increased, extended, renewed,
      amended or modified. Payments by the Guarantor hereunder may be required on
      any
      number of occasions.

     

    (b) The
      Guarantor waives presentation to, demand for payment from and protest to the
      Borrowers or any other guarantor, and also waives notice of acceptance of its
      guarantee and notice of protest for nonpayment. The obligations of the Guarantor
      hereunder shall not be affected by (i) the failure of any Secured Party to
      assert any claim or demand or to enforce any right or remedy against any Credit
      Party or any other Person under the provisions of any Loan Document or any
      other
      agreement or otherwise; (ii) any rescission, waiver, forbearance,
      compromise, acceleration, amendment or modification of, or any release of any
      party from any of the terms or provisions of, this Agreement, any other Loan
      Document, any Obligation or any other guarantee or any security interest in
      respect of the Obligations (including, without limitation, in respect of any
      other guarantor, or any Pledgor or Debtor as such terms may be defined in any
      Security Document); (iii) any change in respect of any Credit Party,
      including, without limitation, as a result of any merger, consolidation,
      dissolution, liquidation, recapitalization, or other change of legal form or
      status, whether or not permitted under the Loan Documents; (iv) the
      release, exchange, waiver or foreclosure of any security held by any Secured
      Party for any Obligations or the invalidity or nonperfection of any security
      interest securing the Obligations or the guarantee hereunder, or any other
      defect of any kind pertaining to any Obligations or any guarantee or collateral
      security in respect thereof; (v) the failure of any Secured Party to
      exercise any right or remedy in respect of any collateral security for any
      Obligations or against any Credit Party, or against any other guarantor of
      any
      Obligations; or (vi) the release or substitution of one or more of the
      Borrowers or any guarantor; (vii) the failure of any Person to become a
      guarantor pursuant to any other Loan Document, whether or not required under
      the
      Credit Agreement; or (viii) any other circumstance that might otherwise,
      but for this specific agreement of the Guarantor to the contrary, result in
      a
      discharge of or the exoneration of the Guarantor hereunder, it being the intent
      of the parties hereto that the obligations of the Guarantor hereunder shall
      be
      absolute and unconditional under any and all circumstances.


    
      
         

      

      
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    (c) The
      Guarantor agrees that this guarantee constitutes a guarantee of performance
      and
      of payment when due and not just of collection, that it is a primary obligation
      of the Guarantor, and that the Guarantor waives any right to require that any
      resort be had by any Secured Party to any security held for this guarantee
      or
      for payment of any Obligations, or to any balance of any deposit, account,
      or
      credit on the books of any Secured Party in favor of any Credit Party, or to
      any
      other Person or property. To the fullest extent permitted by law, the Guarantor
      hereby expressly waives any and all rights or defenses arising by reason of
      (i) any "one action" or "anti-deficiency" law that would otherwise prevent
      any Secured Party from bringing any action, including any claim for a
      deficiency, or exercising any right or remedy (including any right of set-off)
      against the Guarantor before or after the commencement or completion of any
      foreclosure action or sale of collateral, whether judicially, by exercise of
      power of sale or otherwise, or (ii) any other law that in any other way
      would otherwise require any election of remedies by any Secured
      Party.

     

    (d) No
      demand
      hereunder or enforcement hereof against the Guarantor shall require any demand
      or enforcement against any other Credit Party.

     

    (e) The
      Guarantor agrees that it shall not make a payment on any guaranty securing
      the
      Prudential Notes or other Prudential Debt unless concurrently therewith it
      shall
      make payment hereunder to the Secured Parties on the Obligations on a
pari passu
      basis
      with respect to any such payment on or in respect of any such guaranty securing
      the Prudential Notes or other Prudential Debt.

     

    Section
      2.02. No
      Impairment of Guarantee.
      The
      obligations of the Guarantor hereunder shall remain absolute and unconditional
      and shall not be subject to any reduction, limitation, impairment or termination
      for any reason, including without limitation, any claim of waiver, release,
      surrender, alteration or compromise, and shall not be subject to any defense
      or
      set-off, counterclaim, recoupment or termination whatsoever, by reason of the
      invalidity, illegality or unenforceability of the Obligations or of this
      guarantee (or any portion or provision thereof or hereof) or otherwise. Without
      limiting the generality of the foregoing, the Guarantor specifically agrees
      that
      it shall not be discharged or exonerated, nor shall its obligations hereunder
      be
      limited or otherwise affected by the failure of any Secured Party to exercise
      any right, remedy, power, or privilege or to assert any claim or demand or
      to
      enforce any remedy under any Loan Document or applicable law, including, without
      limitation, any failure by any Secured Party to setoff or release in whole
      or in
      part any balance of any deposit account or credit on its books in favor of
      any
      Credit Party, or by any waiver, consent, extension, indulgence, modification,
      or
      other action or inaction in respect of any thereof, or by any default, failure
      or delay, willful or otherwise, in the performance of any Obligations, or by
      any
      other act or thing or omission or delay to do any other act or thing, by any
      Person, that might in any manner or to any extent vary the risk of the Guarantor
      or that might but for the specific provisions hereof to the contrary otherwise
      operate as a discharge or exoneration of the Guarantor, unless and until the
      Obligations are fully, finally and indefeasibly paid in cash.


    
      
         

      

      
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    Section
      2.03. Security;
      Waiver.
      The
      Guarantor authorizes the Administrative Agent, the Collateral Agent, and each
      of
      the other Secured Parties to (i) take and hold security for the payment of
      this
      guarantee and/or the Obligations and exchange, enforce, waive and release any
      such security, (ii) apply such security and direct the order or manner of sale
      thereof as they in their sole discretion may determine and (iii) release or
      substitute any one or more endorsees, other guarantors or other obligors or
      any
      collateral. The Administrative Agent, the Collateral Agent, and the other
      Secured Parties may, at their election, foreclose on any security held by one
      or
      more of them by one or more judicial or non-judicial sales, or exercise any
      other right or remedy available to them against the Borrowers or any guarantor,
      or any security, without affecting or impairing in any way the liability of
      the
      Guarantor hereunder except to the extent that the Obligations have been fully,
      finally and indefeasibly paid in cash. The Guarantor waives any defense arising
      out of any such election even though such election operates to impair or to
      extinguish any right of reimbursement or subrogation or other right or remedy
      of
      the Guarantor against the Borrowers or any other guarantor, as the case may
      be,
      or any security.

     

    Section
      2.04. Continuation
      and Reinstatement, etc.
      The
      Guarantor agrees that the guarantee hereunder shall continue to be effective
      or
      shall be reinstated, as the case may be, if at any time payment, or any part
      thereof, in respect of any Obligation is rescinded or must otherwise be restored
      by any Secured Party upon the bankruptcy or reorganization of any Credit Party,
      or otherwise. 

     

    Section
      2.05. Subrogation.
      The
      Guarantor agrees that throughout the period referred to in clause (ii) of
      Section 4.02(a) hereof the Guarantor shall not (i) exercise, and hereby
      waives, any rights against the Borrowers and any other guarantor arising as
      a
      result of payment by the Guarantor hereunder, by way of subrogation,
      reimbursement, restitution, contribution or otherwise, (ii) prove any claim
      in competition with any Secured Party in respect of any payment hereunder in
      any
      bankruptcy, insolvency or reorganization case or proceeding of any nature,
      or
      (iii) have any benefit of or any right to participate in any collateral
      security that may be held by any Secured Party for the Obligations.

     

    Section
      2.06. Subordination.
      The
      payment of any amounts due with respect to any indebtedness of any Credit Party
      now or hereafter owed to the Guarantor (including, without limitation, any
      such
      indebtedness arising by way of subrogation, reimbursement, restitution,
      contribution or otherwise in respect of performance by the Guarantor hereunder)
      is hereby subordinated to the prior full, final, and indefeasible payment in
      cash of all Obligations. If, notwithstanding the foregoing sentence, the
      Guarantor shall collect, enforce or receive any amounts in respect of such
      indebtedness, such amounts shall be collected, enforced and received by the
      Guarantor as trustee for the Secured Parties and be paid over to the
      Administrative Agent on account of and to be applied against the Obligations,
      without affecting in any manner the liability of the Guarantor under the other
      provisions of this Agreement.


    
      
         

      

      
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    Section
      2.07. Remedies.
      The
      Guarantor agrees that, as between the Guarantor and the Secured Parties, the
      obligations of the Borrowers under the Credit Agreement may be declared to
      be
      forthwith due and payable as provided in Article VII of the Credit Agreement
      (and shall be deemed to have become automatically due and payable in the
      circumstances provided in clause (h) or (i) of said Article VII) for purposes
      of
      the guarantee hereunder notwithstanding any stay, injunction or other
      prohibition preventing such declaration (or such obligations from becoming
      automatically due and payable) as against the Borrowers and that, in the event
      of such declaration (or such obligations' being deemed to have become
      automatically due and payable), such obligations (whether or not due and payable
      by the Borrowers) shall forthwith become due and payable by the Guarantor for
      purposes hereof.

     

    Section
      2.08. Payment.
      The
      Guarantor hereby agrees that any Secured Party, at its sole option, in the
      event
      of a dispute by the Guarantor in the payment of any moneys due hereunder, shall
      have the right to proceed under New York CPLR Section 3213.

     

    Section
      2.09. Continuing
      Guarantee.
      The
      guarantee hereunder is a continuing guarantee, and shall apply to all
      Obligations whenever arising.

     

    Section
      2.10. Other
      Guarantors.
      This
      Agreement shall remain the unconditional, absolute, and irrevocable obligation
      of the Guarantor regardless of whether any other Person (i) becomes guarantor
      in
      respect of the Obligations (whether or not the Credit Agreement requires that
      such Person be or become a guarantor) or (ii) fails to become or ceases to
      be a
      guarantor of the Obligations (whether or not the Credit Agreement requires
      that
      such Person be or become a guarantor).

     

    Section
      2.11. Information.
      The
      Guarantor assumes all responsibility for being and keeping itself informed
      of
      the financial condition and assets of the Borrowers, and of all other
      circumstances bearing upon the risk of nonpayment of the Obligations and the
      nature, scope and extent of the risks that the Guarantor assumes and incurs
      hereunder, and agrees that no Secured Party has or will have any duty to advise
      the Guarantor of information regarding such circumstances or risks.

     

    Section
      3.01. Representation
      and Warranties
      The
      Guarantor represents and warrants that all representations and warranties
      relating to it in the Credit Agreement are true and correct.

     

    Section
      4.01. Amendment;
      Waiver.
      No
      amendment or waiver of any provision of this Agreement, nor consent to any
      departure by the Guarantor therefrom, shall in any event be effective unless
      the
      same shall be in writing and signed by the Administrative Agent with the written
      consent of the Required Lenders. Any such waiver, consent or approval shall
      be
      effective only in the specific instance and for the purpose for which given.
      No
      notice to or demand on the Guarantor in any case shall entitle the Guarantor
      to
      any other or further notice or demand in the same, similar or other
      circumstances. No waiver by any Secured Party of any breach or default of or
      by
      the Guarantor under this Agreement shall be deemed a waiver of any other
      previous breach or default or any thereafter occurring.


    
      
         

      

      
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    Section
      4.02. Survival;
      Severability.
      

     

    (a) All
      covenants, agreements, representations and warranties made by the Guarantor
      herein and in the certificates or other instruments prepared or delivered in
      connection with or pursuant to this Agreement or any other Loan Document (i)
      shall be considered to have been relied upon by the Lenders and the other
      Secured Parties and shall survive the making by the Lenders of the Loans, and
      the execution and delivery to the Lenders of any Notes evidencing such Loans,
      regardless of any investigation made by the Secured Parties or on their behalf,
      and (ii) shall continue in full force and effect as long as any of the
      Obligations is outstanding and unpaid or the LC Exposure does not equal zero
      and
      as long as the Revolving Credit Commitments have not been terminated.


     

    (b) Any
      provision of this Agreement that is illegal, invalid or unenforceable in any
      jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
      such illegality, invalidity or unenforceability without invalidating the
      remaining provisions hereof or affecting the legality, validity or
      enforceability of such provisions in any other jurisdiction. The parties hereto
      agree to negotiate in good faith to replace any illegal, invalid or
      unenforceable provision of this Agreement with a legal, valid and enforceable
      provision that, to the extent possible, will preserve the economic bargain
      of
      this Agreement, or to otherwise amend this Agreement to achieve such
      result.

     

    Section
      4.03. Successors
      and Assigns.
      Whenever in this Agreement any of the parties hereto is referred to, such
      reference shall be deemed to include the successors and assigns of such party;
      and all covenants, promises and agreements by or on behalf of any Credit Party
      that are contained in this Agreement shall bind and inure to the benefit of
      each
      party hereto and their respective successors and assigns. No Credit Party may
      assign or transfer any of its rights or obligations hereunder except as
      expressly contemplated by this Agreement or the other Loan Documents (and any
      such attempted assignment shall be void).

     

    Section
      4.04. GOVERNING
      LAW.
      THIS
      AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF
      THE
      STATE OF NEW YORK WITHOUT REFERENCE TO CHOICE OF, OR CONFLICT OF, LAW
      PRINCIPLES.

     

    Section
      4.05. Headings;
      Interpretation.
      The
      Article and Section headings in this Agreement are for convenience only and
      shall not affect the construction hereof. The rules of interpretation of Section
      1.03 of the Credit Agreement shall apply to this Agreement.

     

    Section
      4.06. Notices.
      Notices, consents and other communications provided for herein shall (except
      as
      otherwise expressly permitted herein) be in writing and given as provided in
      Section 9.01 of the Credit Agreement. Communications and notices to the
      Guarantor shall be given to it at 200 Mamaroneck Avenue, White Plains, New
      York
      10601 Attention: Fredric Zinn.

     

    Section
      4.07. Counterparts.
      This
      Agreement may be executed in separate counterparts (facsimile of any executed
      counterpart having the same effect as manual delivery thereof), each of which
      shall constitute an original, but all of which, when taken together, shall
      constitute but one Agreement.


    
      
         

      

      
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    Section
      4.08. Right
      of Setoff.
      The
      Guarantor hereby agrees that if an Event of Default shall have occurred and
      be
      continuing, each Lender and each of its Affiliates is hereby authorized at
      any
      time and from time to time, to the fullest extent permitted by law, to set
      off
      and apply any and all deposits (general or special, time or demand, provisional
      or final) at any time held and other obligations at any time owing by such
      Lender or Affiliate to or for the credit or the account of the Guarantor against
      any of and all the obligations of the Guarantor now or hereafter existing under
      this Agreement or any other Loan Document held by such Lender, irrespective
      of
      whether or not such Lender shall have made any demand under this Agreement
      or
      such other Loan Document and although such obligations may be unmatured. The
      rights of each Lender under this Section are in addition to other rights and
      remedies (including other rights of setoff) that such Lender may
      have.

     

    Section
      4.09. Jurisdiction;
      Consent to Service of Process.

     

    (a) The
      Guarantor hereby irrevocably and unconditionally submits, for itself and its
      property, to the nonexclusive jurisdiction of the Supreme Court of the State
      of
      New York sitting in New York County and of the United States District Court
      of
      the Southern District of New York, and any appellate court from any thereof,
      in
      any action or proceeding arising out of or relating to this Agreement, or for
      recognition or enforcement of any judgment, and each of the parties hereto
      hereby irrevocably and unconditionally agrees that all claims in respect of
      any
      such action or proceeding may be heard and determined in such New York State
      or,
      to the extent permitted by law, in such Federal court. Each of the parties
      hereto agrees that a final judgment in any such action or proceeding shall
      be
      conclusive and may be enforced in other jurisdictions by suit on the judgment
      or
      in any other manner provided by law. Nothing in this Agreement shall affect
      any
      right that the Administrative Agent, the Collateral Agent, or any other Secured
      Party may otherwise have to bring any action or proceeding relating to this
      Agreement against the Guarantor or its properties in the courts of any
      jurisdiction.

     

    (b) The
      Guarantor hereby irrevocably and unconditionally waives, to the fullest extent
      it may legally and effectively do so, any objection which it may now or
      hereafter have to the laying of venue of any suit, action or proceeding arising
      out of or relating to this Agreement in any court referred to in the preceding
      paragraph. Each of the parties hereto hereby irrevocably waives, to the fullest
      extent permitted by law, the defense of an inconvenient forum to the maintenance
      of such action or proceeding in any such court.

     

    (c) Each
      party to this Agreement irrevocably consents to service of process in the manner
      provided for notices in Section 4.06. Nothing in this Agreement will affect
      the
      right of any party to this Agreement to serve process in any other manner
      permitted by law.


    
      
         

      

      
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    Section
      4.10. WAIVER
      OF JURY TRIAL, WAIVER OF SPECIAL DAMAGES.
      EACH
      PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
      ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR
      INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS
      CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).
      EACH
      PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY
      OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY
      WOULD
      NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B)
      ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER
      INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
      CERTIFICATIONS IN THIS SECTION.

     

    THE
      GUARNTOR WAIVES, TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, ANY RIGHT EITHER
      OF THEM MAY HAVE TO CLAIM OR RECOVER FROM THE ADMINISTRATIVE AGENT, THE
      COLLATERAL AGENT, ANY LENDER OR ISSUING BANK IN ANY LEGAL ACTION OR PROCEEDING
      ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS OR
      THE
      TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY ANY SPECIAL, EXEMPLARY, PUNITIVE
      OR
      CONSEQUENTIAL DAMAGES.


    
      
         

      

      
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    IN
      WITNESS WHEREOF, the parties hereto have caused this Second Amended and Restated
      Company Guarantee Agreement to be duly executed and delivered by their
      respective officers as of the day and year first above written.

     

    
      	 	
              DREW
                INDUSTRIES INCORPORATED

            
	 	 	 
	 	
              By:

            	   
              
	 	 	
              Name:

            
	 	 	
              Title:

            
	 	 	 
	 	
              JPMORGAN
                CHASE BANK, N.A.

            
	 	
              as
                Administrative Agent

            
	 	 	 
	 	
              By:

            	  
              
	 	 	
              Name:

            
	 	 	
              Title:

            


    


    
      
         

      

      
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