Exhibit
      10.4

    


    SECOND
      AMENDED AND RESTATED SUBORDINATION AGREEMENT dated as of November 25, 2008
      made
      by DREW INDUSTRIES INCORPORATED, a Delaware corporation (the "Company") and
      each
      direct and indirect Subsidiary of the Company (each, together with the Company,
      a "Credit Party"), with and in favor of JPMORGAN CHASE BANK, N.A. (f/k/a
      JPMorgan Chase Bank) 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 Amended and Restated Subordination Agreement dated as of
      February 11, 2005 between the Credit Parties and the Administrative Agent (as
      thereafter amended and supplemented from time to time, the "Restated
      Subordination Agreement"), 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. Each Borrower is a direct
      Subsidiary of the Company. The Credit Parties may make loans and advances to
      other Credit Parties upon the terms and conditions thereto contained in the
      Credit Agreement, including, without limitation, the subordination of such
      obligations to the obligations of the Credit Parties under the Loan Documents.
      The obligations of the Lenders to make Loans are conditioned on, among other
      things, the execution and delivery by each Credit Party of a Subordination
      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
      Subordination Agreement as amended, supplemented, or otherwise modified from
      time to time. The term "Senior Obligations" shall mean, collectively, 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),
      (x)
      of the Borrowers to one or more of the Secured Parties under the Credit
      Agreement, (y) of the Guarantors under the Guarantee Agreements, (z) of the
      Borrowers and of the other Credit Parties under any other Loan Documents to
      which the Borrowers or such other Credit Parties are or are to be parties,
      and
      (aa) of the Borrowers (or either of them) to any Lender as an Interest Rate
      Protection Merchant under or in respect of any Interest Rate Hedging Agreement
      now or hereafter in effect. The term "Subordinated Debt" shall mean any and
      all
      Indebtedness, obligations and liabilities that is or was at any time owed by
      any
      Credit Party to any other Credit Party (including all interest accrued or to
      accrue thereon up to the date of such full payment thereof) of every kind and
      nature whatsoever, whether represented by negotiable instruments or other
      writings, whether direct or indirect, absolute or contingent, due or not due,
      secured or unsecured, original, renewed, modified or extended, now in existence
      or hereafter incurred, originally contracted with the Credit Party or with
      another Person, and whether contracted alone or jointly and/or severally with
      another or others.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Section
      2.01. Subordination.
      Each
      Credit Party hereby agrees (and reaffirms and continues it agreement under
      the
      Restated Subordination Agreement) that all claims and demands, and all interest
      accrued or that may hereafter accrue thereon, in respect of any Subordinated
      Debt are subject and subordinate to the prior indefeasible payment and
      satisfaction in full in cash of all Senior Obligations. In furtherance of and
      not in limitation of the foregoing:

     

    (i) 
      no
      payment or prepayment of any principal or interest on account of, and no
      repurchase, redemption or other retirement (whether at the option of the holder
      or otherwise) of Subordinated Debt shall be made, if at the time of such
      payment, prepayment, repurchase, redemption or retirement or immediately after
      giving effect thereto there shall exist a Default or Event of
      Default;

     

    (ii) 
      in the
      event of any insolvency or bankruptcy proceedings, and any receivership,
      liquidation, reorganization or other similar proceedings in connection
      therewith, relating to any Credit Party or to its creditors, as such, or to
      its
      property, and in the event of any proceedings for voluntary liquidation,
      dissolution or other winding up of any Credit Party, whether or not involving
      insolvency or bankruptcy, then the holders of Senior Obligations shall be
      entitled to receive final, indefeasible payment in full in cash of all Senior
      Obligations (including interest thereon accruing after the commencement of
      any
      such proceedings, whether or not allowed or allowable as a claim in such
      proceedings) (and the LC Exposure shall have been reduced to zero and the
      Revolving Credit Commitments shall have terminated), before the holders of
      the
      Subordinated Debt (including any other Credit Party) shall be entitled to
      receive any payment or other distribution on account of the Subordinated Debt,
      and to that end the holders of Senior Obligations shall be entitled to receive
      distributions of any kind or character, whether in cash or property or
      securities, which may be payable or deliverable in any such proceedings in
      respect of the Subordinated Debt; 


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    (iii) 
      in the
      event that any Subordinated Debt is declared due and payable before its
      expressed maturity because of the occurrence of an event of default (under
      circumstances when the provisions of the foregoing paragraphs (i) or (ii) are
      not applicable), the holders of the Senior Obligations outstanding at the time
      such Subordinated Debt so becomes due and payable because of such occurrence
      of
      such an event of default shall be entitled to receive final, indefeasible
      payment in full in cash of all Senior Obligations (and the LC Exposure shall
      have been reduced to zero and the Revolving Credit Commitments shall have
      terminated) before the holders of the Subordinated Debt (including any Credit
      Party) are entitled to receive any payment or other distribution on account
      of
      the Subordinated Debt;

     

    (iv) 
      in the
      event that, notwithstanding the occurrence of any of the events described in
      paragraphs (i), (ii) and (iii), any such payment or distribution of assets
      of
      any Credit Party of any kind or character, whether in cash, property or
      securities, shall be received by the holders of Subordinated Debt (including
      any
      Credit Party) before all Senior Obligations are finally and indefeasibly paid
      in
      full in cash (and the LC Exposure shall have been reduced to zero and the
      Revolving Credit Commitments shall have terminated) such payment or distribution
      shall be held in trust for the benefit of, and shall be promptly paid over
      or
      delivered to the holders of such Senior Obligations or their representative
      or
      representatives, including the Administrative Agent, or as their respective
      interests may appear, for application to the payment of all Senior Obligations
      remaining unpaid to the extent necessary to pay such Senior Obligations in
      full
      in cash, in accordance with the terms thereof, after giving effect to any
      concurrent payment or distribution to the holders of such Senior
      Obligations;

     

    (v) 
      no
      holder of Senior Obligations shall be prejudiced in its right to enforce
      subordination of the Subordinated Debt by any act or failure to act on the
      part
      of any Credit Party; and

     

    (vi) no
      payment on any Subordinated Debt shall be made to or for the benefit of any
      holders of the Prudential Notes or any other Prudential Debt unless concurrently
      therewith payment shall be made in respect thereof on the Senior Obligations
      to
      the Administrative Agent for the benefit of the Lenders on a pari passu
      basis;
      nor shall assignment or other transfer of any instrument evidencing any
      Subordinated Debt be made to or for the benefit of the holders of the Prudential
      Notes or
      any
      other Prudential Debt unless
      the Administrative Agent (or the Collateral Agent, as appropriate) shall
      concurrently therewith receive an assignment or transfer of equal priority
      on a
pari passu
      basis.

     

    Section
      2.02. No
      Payment or Security.
      Each
      Credit Party agrees not to make payment (except if permitted under Section
      2.01
      hereof) of, or give any security for, or grant any Lien on its property or
      assets in respect of, any Subordinated Debt. 

     

    Section
      2.03. Waiver;
      No Limitations.
      (a)
      Each Credit Party waives any and all notice of the acceptance of the
      subordination hereunder and of the creation or accrual of any of the Senior
      Obligations or of any renewals, extensions, increases, or other modifications
      thereof from time to time, or of the reliance of any Lender or any other Secured
      Party upon this Agreement.


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    (b)
      Nothing contained herein shall constitute or be deemed to be a waiver or to
      limit any rights in any insolvency proceeding or under applicable law of any
      Lender or any other Secured Party as a creditor of any Credit Party, including
      in respect of any claim that any payment in respect of Subordinated Debt,
      whether or not permitted under Section 2.01 hereof, is a preferential transfer
      or otherwise should be set aside or recovered for the benefit of creditors
      of
      any Credit Party.

     

    Section
      2.04. No
      Impairment of Subordination.
      Each
      holder of Subordinated Debt hereby consents that the liability of each Credit
      Party or of any other party for or upon the Senior Obligations may, from time
      to
      time, in whole or in part, be renewed, increased, extended, or modified, in
      any
      and all respects, or accelerated, compromised, settled or released, and that
      any
      collateral security and Liens for the Senior Obligations, or any guarantee
      or
      other accommodation in respect thereof may, from time to time, in whole or
      in
      part, be exchanged, sold, released or surrendered by the Administrative Agent,
      the Collateral Agent, the Issuing Bank, or any Lender, as it may deem advisable,
      or that any security interest may be unperfected, and that the financial
      condition, legal status, corporate structure or identity, entity classification,
      affiliation, or any other characteristic affecting any Credit Party, or
      affecting any Senior Obligation, may change in any respect whatsoever, and
      any
      other fact or circumstance may occur that would, but for this specific provision
      to the contrary, relieve such holder of Subordinated Debt from the provisions
      of
      this Agreement, all without impairing the subordination contained in this
      Agreement and without any notice to or assent from such holder of Subordinated
      Debt.

     

    Section
      2.05. Proof
      of Claim; Past Default.
      (a)
      Each holder of Subordinated Debt hereby irrevocably authorizes the
      Administrative Agent, and irrevocably constitutes and appoints it as its
      attorney in fact with full power (coupled with an interest, and with power
      of
      substitution) for the benefit of the Lenders, in the name, place and stead
      of
      such holder of Subordinated Debt and whether or not a default exists with
      respect to the Subordinated Debt, to file proofs of claim for the full amount
      of
      the Subordinated Debt held by it against any obligor in respect thereof or
      such
      obligor's property in any statutory or non-statutory proceeding affecting such
      obligor or the Subordinated Debt or any other proceeding and to vote the full
      amount of the Subordinated Debt (i) for or against any proposal or resolution;
      (ii) for a trustee or trustees or for a committee of creditors; or (iii) for
      the
      acceptance or rejection of any proposed arrangement, plan of reorganization,
      composition, settlement or extension and in connection with any such
      proceeding.

     

    (b) After
      the
      occurrence and during the continuation of a Default or Event of Default or
      any
      event described in Sections 2.01(ii) or (iii), should any payment or
      distribution or collateral security or proceeds of any collateral security
      be
      received or collected by the holder of any Subordinated Debt for or on account
      of any Subordinated Debt, prior to the time that all Senior Obligations have
      been fully, finally, and indefeasibly paid in cash (and the LC Exposure reduced
      to zero and the Revolving Credit Commitments terminated), such holder of
      Subordinated Debt shall forthwith deliver the same to the Administrative Agent,
      in precisely the form received (with the endorsement of such holder of
      Subordinated Debt where necessary), for application on account of the Senior
      Obligations (or, in the case of collateral security, delivery to the Collateral
      Agent for such application thereby) and such holder of Subordinated Debt agrees
      that, until so delivered, the same shall be deemed received by such holder
      of
      Subordinated Debt as trustee for the Secured Parties in trust for the Secured
      Parties; and in the event of the failure of such holder of Subordinated Debt
      to
      endorse any instrument for the payment of money so received payable to its
      order, the Administrative Agent or any officer or employee thereof is hereby
      irrevocably constituted and appointed attorney in fact for such holder of
      Subordinated Debt, with full power (coupled with an interest and with full
      power
      of substitution) to make any such endorsement. In the event that such holder
      of
      Subordinated Debt fails to make such delivery, such holder of Subordinated
      Debt
      agrees to immediately pay to the Administrative Agent for the ratable benefit
      of
      the Lenders an amount equivalent to any such payment or the value of such
      security received.


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    (c) No
      holder
      of Subordinated Debt will take or omit to take any action or assert any claim
      with respect to the Subordinated Debt or otherwise which is inconsistent with
      the provisions of this Agreement. Without limiting the foregoing, no holder
      or
      Subordinated Debt will assert, collect or enforce the Subordinated Debt or
      any
      part thereof or take any action to foreclose or realize upon the Subordinated
      Debt or any part thereof or enforce any of the documents, instruments or
      agreements evidencing the same except (a) in each such case as necessary, so
      long as no Default or Event of Default has occurred and is then continuing
      under
      the Credit Agreement or would occur after giving effect thereto, to collect
      any
      sums expressly permitted to be paid pursuant to Section 2.01(i), to the extent
      (but only to such extent) that the commencement of a legal action may be
      required to toll the running of any applicable statute of limitation. Until
      the
      Senior Obligations have been finally paid in full in cash, no holder of
      Subordinated Debt shall have any right of subrogation, reimbursement,
      restitution, contribution or indemnify whatsoever from any assets of any Credit
      Party or any guarantor of or provider of collateral security for the Senior
      Obligations. Each holder of subordinated Debt further waives any and all rights
      with respect to marshalling.

     

    Section
      2.06. No
      Transfer.
      Each
      Credit Party represents and warrants to the Secured Parties that such Credit
      Party has not (except for the benefit of the Secured Parties) granted any
      security interest in or made any other transfer or assignment of any
      Subordinated Debt (except to (x) the Collateral Agent, in each case for the
      ratable benefit of the Secured Parties and (y) concurrently herewith, and on
      a
pari passu
      basis to
      the holders of the Prudential Notes or any other Prudential Debt or to the
      Trustee for the benefit of the holders of any Prudential Debt pursuant to the
      subordination agreement contemplated by the Prudential Shelf Agreement) and
      agrees that such Credit Party will not grant a security interest in, or Lien
      upon, any of its properties or assets in respect of any Subordinated Debt
      (whether now outstanding or hereafter arising) or make any other sale, transfer
      or assignment of any Subordinated Debt (except to or as designated by the
      Administrative Agent). The holders of the Subordinated Debt will not, at any
      time this Agreement is in effect, modify any of the terms of any of the
      Subordinated Debt or any documents, instruments or agreements evidencing the
      same.

     

    Section
      2.07. Instruments.
      Each
      Credit Party represents and warrants to the Secured Parties that as of the
      date
      hereof the Subordinated Debt is not represented by any instruments or other
      writings. Each Credit Party agrees that at no time hereafter will any part
      of
      the Subordinated Debt be represented by any instruments or other writings,
      except such instruments or other writings, if any, (i) that in each case bear
      a
      legend clearly referring to this Agreement and setting forth that the
      obligations represented by such instruments or writings are subject to the
      subordination hereunder, and (ii) true copies of which shall have been delivered
      to the Administrative Agent promptly after execution thereof. Subordinated
      Debt
      not evidenced by an instrument or document shall nevertheless be deemed
      subordinated by virtue of this Agreement.


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    Section
      2.08. Statements
      of Account; Books and Records.
      Each
      holder of Subordinated Debt further hereby agrees that it will render to the
      Administrative Agent or any Lender upon demand, from time to time, a statement
      of the account of each Credit Party with it. Each holder of Subordinated Debt
      agrees that its respective books and records, and financial statements, will
      appropriately show that the Subordinated Debt is subject to this
      Agreement.

     

    Section
      2.09. Other
      Subordination Provisions.
      The
      subordination hereunder shall be in addition to, and shall not limit or be
      limited by, any subordination provisions contained in any Guarantee Agreement
      or
      other Loan Document.

     

    Section
      3.01. Representation
      and Warranties.
      Each
      Credit Party represents and warrants to the Secured Parties 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 any Credit Party 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 any Credit Party in any case shall entitle
      any
      Credit Party to any other or further notice or demand in the same, similar
      or
      other circumstances. No waiver of any breach or default of or by any Credit
      Party under this Agreement shall be deemed a waiver of any other previous breach
      or default or any thereafter occurring.

     

    Section
      4.02. Survival;
      Severability.
      

     

    (a)
      All
      covenants, agreements, representations and warranties made by the Credit Parties
      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 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 Administrative Agent, the Collateral Agent, the Issuing Bank, or any
      Lender or on their behalf, and (ii) shall continue in full force and effect
      as
      long as any of the Obligations is outstanding and unpaid, the LC Exposure does
      not equal zero, and 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.


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    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, EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAWS OF SUCH STATE
      THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF A JURISDICITON OTHER THAN
      SUCH
      STATE.

     

    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 any Credit
      Party shall be given to it at its address set forth in Schedule
      A
      hereto.

     

    Section
      4.07. Counterparts;
      Additional Parties.
      (a)
      This Agreement may be executed in separate counterparts (telecopy 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.

     

    (b)
      The
      Company shall cause each Person that becomes a direct or indirect subsidiary
      of
      the Company (if such a Person is not already a party to this Agreement) to
      execute and deliver a supplement hereto in the form of Exhibit
      4.07(b)
      hereto
      concurrent with such person's becoming a direct or indirect Subsidiary of the
      Company. Upon execution and delivery after the date hereof by the Administrative
      Agent and a Subsidiary of the Company of a supplement in the form of
Exhibit
      4.07(b)
      hereto,
      such Subsidiary shall become a party hereto with the same force and effect
      as if
      originally named herein. The execution and delivery of such supplement shall
      not
      require the consent of any Credit Party. The rights and obligations of each
      Credit Party and each other holder of Subordinated Debt hereunder shall remain
      in full force and effect notwithstanding the addition of, or the failure to
      add,
      any Person as a party hereto, in each case whether or not required under the
      Credit Agreement.


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    Section
      4.08. Jurisdiction;
      Consent to Service of Process.

     

    (a)
      Each
      Credit Party 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 any
      other Loan Document, 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, the Issuing Bank, or any Lender may otherwise have to
      bring any action or proceeding relating to this Agreement or any other Loan
      Document against any Credit Party or its properties in the courts of any
      jurisdiction.

     

    (b)
      Each
      Credit Party 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.

     

    Section
      4.09. 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 ANY OTHER LOAN
      DOCUMENT 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.

     

    EACH
      CREDIT PARTY 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.


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    Section
      4.10. Termination
      of Subordination.
      This
      Agreement shall continue in full force and effect, and the obligations and
      agreements of the Credit Parties hereunder shall continue to be fully operative,
      until all of the Senior Obligations shall have been paid and satisfied in full
      in cash and such full payment and satisfaction shall be final and not avoidable,
      the LC Exposure shall have been reduced to zero and the Revolving Commitments
      shall have terminated. To the extent that the Lenders or any guarantor of or
      provider of collateral for the Senior Obligations makes any payment on the
      Senior Obligations that is subsequently invalidated, declared to be fraudulent
      or preferential or set aside or is required to be repaid to a trustee, receiver
      or any other party under any bankruptcy, insolvency or reorganization act,
      state
      or federal law, common law or equitable cause (such payment being hereinafter
      referred to as a "Voided Payment"), then to the extent of such Voided Payment,
      that portion of the Senior Obligations that had been previously satisfied by
      such Voided Payment shall be revived and continue in full force and effect
      as if
      such Voided Payment had never been made. In the event that a Voided Payment
      is
      recovered from any Lender, an Event of Default shall be deemed to have existed
      and to be continuing under the Credit Agreement from the date of such Lender's
      initial receipt of such Voided Payment until the full amount of such Voided
      Payment is restored to such Lender. During any continuance of any such Event
      of
      Default, this Agreement shall be in full force and effect with respect to the
      Subordinated Debt. To the extent that any holder of Subordinated Debt has
      received any payments with respect to the Subordinated Debt subsequent to the
      date of such Lender's initial receipt of such Voided Payment and such payments
      have not bee invalidated, declared to be fraudulent or preferential or set
      aside
      or required to be repaid to a trustee, receiver, or any other party under any
      bankruptcy act, state or federal law, common law or equitable cause, such holder
      of Subordinated Debt shall be obligated and hereby agrees that any such payment
      so made or received shall be deemed to have been received in trust for the
      benefit of the Lender, and such holder of Subordinated Debt hereby agrees to
      pay
      to such Lender upon demand, the full amount so received by such holder of
      Subordinated Debt during such period of time to the extent necessary fully
      to
      restore to such Lender the amount of such Voided Payment. Upon the payment
      and
      satisfaction in full in cash of all of the Senior Obligations, the LC Exposure
      shall have been reduced to zero and the termination of the Revolving
      Commitments, which payment shall be final and no avoidable, this Agreement
      will
      automatically terminate without any additional action by any party
      thereto.


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    


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

     

    
      	 	
              DREW
                INDUSTRIES INCORPORATED

            
	 	 	 
	 	
              By:

            	  
              
	 	 	
              Name:

            
	 	 	
              Title:

            
	 	 	 
	 	
              KINRO,
                INC.

            
	 	 	 
	 	
              By:

            	  
              
	 	 	
              Name:

            
	 	 	
              Title:

            
	 	 	 
	 	
              LIPPERT
                TIRE & AXLE, INC.

            
	 	 	 
	 	
              By:

            	  
              
	 	 	
              Name:

            
	 	 	
              Title:

            
	 	 	 
	 	
              LIPPERT
                COMPONENTS, INC.

            
	 	 	 
	 	
              By:

            	  
              
	 	 	 
	 	
              KINRO
                HOLDING, INC.

            
	 	 	 
	 	
              By:

            	  
              
	 	 	
              Name:

            
	 	 	
              Title:

            


    


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    


    
      	 	
              LIPPERT
                TIRE & AXLE HOLDING, INC.

            
	 	 	 
	 	
              By:

            	  
              
	 	 	
              Name:

            
	 	 	
              Title:

            
	 	 	 
	 	
              LIPPERT
                HOLDING, INC.

            
	 	 	 
	 	
              By:

            	  
              
	 	 	
              Name:

            
	 	 	
              Title:

            
	 	 	 
	 	
              KINRO
                MANUFACTURING, INC.

            
	 	 	 
	 	
              By:

            	  
              
	 	 	
              Name:

            
	 	 	
              Title:

            
	 	 	 
	 	
              LIPPERT
                COMPONENTS MANUFACTURING, INC.

            
	 	 	 
	 	
              By:

            	  
              
	 	 	
              Name:

            
	 	 	
              Title:

            
	 	 	 
	 	
              COIL
                CLIP, INC.

            
	 	 	 
	 	
              By:

            	   
              
	 	 	
              Name:

            
	 	 	
              Title:

            
	 	 	 
	 	
              ZIEMAN
                MANUFACTURING COMPANY

            
	 	 	 
	 	
              By:

            	  
              
	 	 	
              Name:

            
	 	 	
              Title:

            


    


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    


    
      	 	
              KINRO
                TEXAS LIMITED PARTNERSHIP

            
	 	 	 	 
	 	
              By:

            	
              KINRO
                MANUFACTURING, INC., its general partner

            
	 	 	 	 
	 	 	
              By:
                

            	  
              
	 	 	 	
              Name:

            
	 	 	 	
              Title:

            
	 	 	 	 
	 	
              KINRO
                TENNESSEE LIMITED PARTNERSHIP

            
	 	 	 	 
	 	
              By:

            	
              KINRO
                MANUFACTURING, INC., its general partner

            
	 	 	 	 
	 	 	
              By:
                

            	  
              
	 	 	 	
              Name:

            
	 	 	 	
              Title:

            
	 	 	 	 
	 	
              LIPPERT
                TIRE & AXLE TEXAS LIMITED PARTNERSHIP

            
	 	 	 	 
	 	
              By:

            	
              LIPPERT
                COMPONENTS MANUFACTURING, INC., its general partner

            
	 	 	 	 
	 	 	
              By:
                

            	  
              
	 	 	 	
              Name:

            
	 	 	 	
              Title:

            
	 	 	 	 
	 	
              BBD
                REALTY TEXAS LIMITED PARTNERSHIP

            
	 	 	 	 
	 	
              By:

            	
              KINRO
                MANUFACTURING, INC., its general partner

            
	 	 	 	 
	 	 	
              By:
                

            	  
              
	 	 	 	
              Name:

            
	 	 	 	
              Title:

            


    


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    


    
      	 	
              LD
                REALTY, INC.

            
	 	 	 	 
	 	
              By:

            	  
              
	 	 	
              Name:

            	 
	 	 	
              Title:

            	 
	 	 	 	 
	 	
              LIPPERT
                COMPONENTS TEXAS, LIMITED PARTNERSHIP

            
	 	 	 	 
	 	
              By:
                

            	
              LIPPERT
                COMPONENTS MANUFACTURING INC., its general partner

            
	 	 	 	 
	 	 	
              By:

            	  
              
	 	 	 	
              Name:

            
	 	 	 	
              Title:

            
	 	 	 	 
	 	
              TRAILAIR,
                INC.

            
	 	 	 	 
	 	
              By:

            	  
              
	 	 	
              Name:

            	 
              
	 	 	
              Title:

            	 
	 	 	 	 
	 	
              LTM
                MANUFACTURING, L.L.C.

            
	 	 	 	 
	 	
              By:

            	  
              
	 	 	
              Name:

            	 
	 	 	
              Title:

            	 
	 	 	 	 
	 	
              JPMORGAN
                CHASE BANK, N.A.

            
	 	
              as
                Administrative Agent

            
	 	 	 	 
	 	
              By:

            	  
              
	 	 	
              Name:

            	 
	 	 	
              Title:

            	 


    


    
      
        
        

      

      
        13