Exhibit
      10.10


     

    [FORM
      OF FLOATING RATE SHELF NOTE]

    


    KINRO,
      INC.

    LIPPERT
      COMPONENTS, INC.

    


    SENIOR
      NOTE

     

    
      
        	
                No.
                  R-[__]

              	 	 
	
                Original
                  Principal Amount:

              	 	 
	
                Original
                  Issue Date:

              	 	 
	
                Interest
                  Rate:

              	 	 
	
                Interest
                  Payment Dates:

              	 	
                The
                  last day of the Applicable Interest Period

              
	
                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 (a) as set forth in the Confirmation of Acceptance
      (computed on the basis contained in paragraph 2I(1) of the Agreement (as
      hereinafter defined) on the unpaid balance of the principal thereof, during
      each
      Interest Period, at a rate per annum equal to the LIBOR Rate (subject to clauses
      (3), (4) and (5) of paragraph 2I of the Agreement) (the “Interest
      Rate”)
      in
      respect of such Interest Period, payable in the manner specified by, and in
      accordance with the terms of, the Agreement and (b) on any overdue payment
      (including any overdue prepayment) of principal, any overdue payment of
      interest, and any overdue payment of any Breakage Cost Obligation (as defined
      in
      the Agreement referred to below), payable [on each Interest Payment Date] as
      aforesaid (or, at the option of the registered holder hereof, on demand), at
      a
      rate per annum from time to time equal to the greater of (i) 2% over the then
      applicable Interest Rate 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 Breakage Cost Obligation 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
      Breakage
      Cost Obligation or prepayment compensation,
      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 Breakage Cost Obligation)
      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