Exhibit
      10.2

    


    SECOND
      AMENDED AND RESTATED SUBSIDIARY GUARANTEE AGREEMENT dated as of November 25,
      2008 made by each direct and indirect subsidiary of DREW INDUSTRIES
      INCORPORATED, a Delaware corporation, (other than KINRO, INC., an Ohio
      corporation, and LIPPERT COMPONENTS, INC., a Delaware corporation (the
      "Borrowers")) that becomes a party hereto as a guarantor hereunder (each, a
      "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 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 Subsidiary Guarantee Agreement dated as of February 11, 2005,
      (as
      thereafter amended and supplemented from time to time, the "Restated Subsidiary
      Guarantee") between the Guarantors and the Administrative Agent, 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 obligations of the Lenders
      to make Loans are conditioned on, among other things, the execution and delivery
      by each 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 Amended and Restated Subsidiary
      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 either 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 now or hereafter in
      effect. References to a "guarantor" shall include each Guarantor hereunder,
      the
      Company, 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
      Company Guarantee Agreement and any other guarantee of any or all of the
      Obligations by any other Person.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Section
      2.01. Guarantee.

     

    (a) The
      Guarantors hereby, jointly and severally, unconditionally, absolutely, and
      irrevocably guarantee (and hereby reaffirm and continue their guarantees under
      the Restated Subsidiary Guarantee), each 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 any Guarantor by virtue
      hereof, the Guarantors jointly and severally agree 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 Guarantors 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.
      Each
      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
      each Guarantor hereunder may be required on any number of
      occasions.

    


    (b) Each
      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 each
      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 either such term
      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 hereunder, whether or not required under the Credit Agreement; or
      (viii) any other circumstance that might otherwise, but for this specific
      agreement of each Guarantor to the contrary, result in a discharge of or the
      exoneration of such Guarantor hereunder, it being the intent of the parties
      hereto that the obligations of the Guarantors hereunder shall be absolute and
      unconditional under any and all circumstances.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    (c) Each
      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 such Guarantor, and that such 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, each 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 such 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 any Guarantor shall require any demand
      or enforcement against any other Credit Party.

    


    (e) Each
      Guarantor agrees that it shall not make any payment on or in respect of any
      guaranty securing the Prudential Notes or other Prudential Debt unless
      concurrently therewith it shall make a 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 Guarantors 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, each 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 such Guarantor or that might but for the specific provisions
      hereof to the contrary otherwise operate as a discharge or exoneration of such
      Guarantor, unless and until the Obligations are fully, finally and indefeasibly
      paid in cash.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Section
      2.03. Security;
      Waiver.
      Each of
      the Guarantors 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 Guarantors hereunder except to the extent that the Obligations
      have been fully, finally and indefeasibly paid in cash. Each of the Guarantors
      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 such Guarantor against the Borrowers or any other
      Guarantor, as the case may be, or any security.

     

    Section
      2.04. Continuation
      and Reinstatement, etc.
      The
      Guarantors jointly and severally agree 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
      Guarantors jointly and severally agree that throughout the period referred
      to in
      clause (ii) of Section 4.02(a) hereof no Guarantor shall (i) exercise, and
      each hereby waives, any rights against the Borrowers and any other guarantor
      arising as a result of payment by such 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 any Guarantor (including, without limitation, any
      such
      indebtedness arising by way of subrogation, reimbursement, restitution,
      contribution or otherwise in respect of performance by such Guarantor hereunder)
      is hereby subordinated to the prior full, final, and indefeasible payment in
      cash of all Obligations. If, notwithstanding the foregoing sentence, any
      Guarantor shall collect, enforce or receive any amounts in respect of such
      indebtedness, such amounts shall be collected, enforced and received by such
      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 such Guarantor under the other
      provisions of this Agreement.

     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    Section
      2.07. Remedies.
      The
      Guarantors jointly and severally agree that, as between the Guarantors 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 Guarantors
      for
      purposes hereof.

     

    Section
      2.08. Payment.
      Each
      Guarantor hereby agrees that any Secured Party, at its sole option, in the
      event
      of a dispute by such 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. Rights
      of Contribution.
      The
      Guarantors hereby agree, as among themselves, that if any Guarantor shall become
      an Excess Funding Guarantor (as defined below) by reason of the payment by
      such
      Guarantor of any Obligations, each other Guarantor shall, on demand of such
      Excess Funding Guarantor, pay to such Excess Funding Guarantor an amount equal
      to such Guarantor's Pro Rata Share (as defined below and determined, for this
      purpose, without reference to the properties, debts and liabilities of such
      Excess Funding Guarantor) of the Excess Payment (as defined below) in respect
      of
      such Obligations; provided, however, that the payment obligation of a Guarantor
      to any Excess Funding Guarantor under this Section 2.10 shall be subordinate
      and
      subject in right of payment to the Obligations in accordance with Section 2.06
      hereof. For purposes of this Section 2.10, (i) "Excess Funding Guarantor" shall
      mean, in respect of any Obligations, a Guarantor that has paid an amount in
      excess of its Pro Rata Share of such Obligations, (ii) "Excess Payment" shall
      mean, in respect of any Obligations, the amount paid by an Excess Funding
      Guarantor in excess of its Pro Rata Share of such Obligations and (iii) "Pro
      Rata Share" shall mean, for any Guarantor, the fraction the numerator of which
      is (x) the amount by which the aggregate fair saleable value of all properties
      of such Guarantor (excluding any shares of stock of any other Guarantor) exceeds
      the amount of all the debts and liabilities of such Guarantor (including
      contingent, subordinated, unmatured and unliquidated liabilities, but excluding
      the obligations of such Guarantor hereunder and any obligations of any other
      Guarantor that have been guaranteed by such Guarantor) and the denominator
      of
      which is (y) the amount by which the aggregate fair saleable value of all
      properties of all of the Guarantors exceeds the amount of all the debts and
      liabilities (including contingent, subordinated, unmatured, and unliquidated
      liabilities, but excluding the obligations of the Guarantors hereunder) of
      all
      the Guarantors, determined (A) with respect to any Guarantor that is a party
      hereto on the date hereof, as of the date hereof, and (B) with respect to any
      other Guarantor, as of the date such Guarantor becomes a Guarantor.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Section
      2.11. General
      Limitation on Guarantee.
      In any
      action or proceeding involving any state corporate law, or any state or Federal
      bankruptcy, insolvency, reorganization or other law affecting the rights of
      creditors generally, if the obligations of any Guarantor under Section 2.01
      hereof would otherwise, taking into account the provisions of Section 2.10
      hereof, be held or determined to be void, invalid or unenforceable, or
      subordinated to the claims of any other creditors, on account of the amount
      of
      its liability under said Section 2.01, then, notwithstanding any other provision
      hereof to the contrary, the amount of such liability shall, without any further
      action by such Guarantor, any Secured Party, or any other Person, be
      automatically limited and reduced to the highest amount that is valid and
      enforceable and not subordinated to the claims of other creditors as determined
      in such action or proceeding.

     

    Section
      2.12. Other
      Guarantors.
      This
      Agreement shall remain the unconditional, absolute, and irrevocable obligation
      of each Guarantor signatory hereto regardless of whether any other Person (i)
      becomes a party hereto obligated as a Guarantor hereunder or otherwise as a
      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 party hereto or otherwise 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
      2.13. Information.
      Each
      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 such Guarantor assumes and incurs
      hereunder, and agrees that no Secured Party has or will have any duty to advise
      any of the Guarantors of information regarding such circumstances or
      risks.

     

    Section
      3.01. Representation
      and Warranties
      Each
      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 any 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 any Guarantor in any case shall entitle any 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
      any Guarantor 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 Guarantors
      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 any
      Guarantor shall be given to it at its address set forth in Schedule
      A
      hereto.

     

    Section
      4.07. Counterparts;
      Additional Guarantors.
      (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)
      Upon
      execution and delivery after the date hereof by the Administrative Agent and
      a
      Subsidiary of the Company of an instrument in the form of Exhibit
      4.07(b)
      hereto,
      such Subsidiary shall become a Guarantor hereunder with the same force and
      effect as if originally named as a Guarantor herein. The execution and delivery
      of such instrument shall not require the consent of any Guarantor hereunder.
      The
      rights and obligations of each Guarantor hereunder shall remain in full force
      and effect notwithstanding the addition of, or the failure to add, any new
      Guarantor as a party hereto, in each case whether or not required under the
      Credit Agreement.

    


    Section
      4.08. Right
      of Setoff.
      Each
      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 any Guarantor against
      any of and all the obligations of such 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)
      Each
      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 any Guarantor or its properties in the courts of any
      jurisdiction.

    


    (b)
      Each
      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.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    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.

     

    EACH
      GUARANTOR 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.

     

    [BALANCE
      OF PAGE INTENTIONALLY LEFT BLANK.]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


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

    


    
      	
              LIPPERT
                TIRE & AXLE, INC.

            
	 	 
	 	 
	
              By:

            	
                             

            
	 	
              Name:

            
	 	
              Title:

            
	 	 
	
              KINRO
                HOLDING, INC.

            
	 	 
	 	 
	
              By:

            	
                             

            
	 	
              Name:

            
	 	
              Title:

            
	 	 
	 	 
	
              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:

              
	 	 	 	 
	 	 	 	 
	
                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:


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      
        	
                LIPPERT
                  COMPONENTS 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:

              
	 	 	 	 
	 	 	 	 
	
                LD
                  REALTY, INC.

              
	 	 	 	 
	 	 	 	 
	
                By:

              	
                 

              
	 	
                Name:

              
	 	
                Title:

              
	 	 	 	 
	 	 	 	 
	
                LTM
                  MANUFACTURING, L.L.C.

              
	 	 	 	 
	 	 	 	 
	
                By:

              	
                 

              
	 	
                Name:

              
	 	
                Title:

              
	 	 	 	 
	 	 	 	 
	
                TRAILAIR,
                  INC.   

              
	 	 	 	 
	 	 	 	 
	
                By:

              	
                 

              
	 	
                Name:

              
	 	
                Title:

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

    

    
      
        	
                COIL CLIP, INC.

              
	 	 
	 	 
	
                By:

              	
                               

              
	 	
                Name:

              
	 	
                Title:

              
	 	 
	 	 
	
                ZIEMAN MANUFACTURING COMPANY

              
	 	 
	 	 
	
                By:

              	
                               

              
	 	
                Name:

              
	 	
                Title:

              
	 	 
	 	 
	
                JPMORGAN CHASE BANK, N.A.

              
	
                as Administrative Agent

              
	 	 
	 	 
	
                By:

              	                
	 	
                Name:

              
	 	
                Title: