Exhibit
      10.11

    


    CONFIRMATION,
      REAFFIRMATION AND AMENDMENT OF

    PARENT
      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 (the “Parent”),
      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 fixed rate senior promissory notes in the aggregate 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”)
      among
      the Co-Issuers, the Parent, Prudential and the Noteholders. Capitalized terms
      used but not defined herein shall have the meaning ascribed to them in the
      Amended Agreement.

     

    The
      Parent is a party to the Parent 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. The Parent 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
      Parent Guarantee Agreement) under the Parent Guarantee Agreement and reaffirms
      the Parent 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 and the Amended Notes
      and any and all Shelf Notes issued pursuant to the Amended Agreement. Although
      the Parent has been informed of the matters set forth herein and has
      acknowledged and agreed to the same, the Parent understands that the Noteholders
      have no obligation to inform the Parent of such matters in the future or to
      seek
      the Parent’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 the reference to $60,000,000
      in
      the second paragraph of the Parent Guarantee Agreement is deleted and replaced
      with $125,000,000. 


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    The
      Parent also represents and warrants to the Noteholders that all of the
      representations and warranties made by the Parent in the Parent 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). 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF,
      the
      Parent has 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.

    


    
      	 	
              DREW
                INDUSTRIES INCORPORATED

            
	 	 
	 	
              By:
                

            	
                       

            	
            
	 	
              Name:

            
	 	
              Title: