Exhibit
      10.15

    


    CONFIRMATION,
      REAFFIRMATION AND AMENDMENT OF 

    PLEDGE
      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, 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 below) pursuant to which the Original Note
      Purchase Agreement was amended and restated and the Co-Issuers authorized the
      issuance of their senior promissory notes in the aggregate principal 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”).
      Capitalized terms used but not defined herein shall have the meaning ascribed
      to
      them in the Amended Agreement.

     

    Each
      of
      the undersigned (each a “Pledgor”
and
      collectively the “Pledgors”)
      executed and delivered the Pledge Agreement in favor of JPMorgan Chase Bank,
      N.A., as security trustee (the “Trustee”)
      for
      the benefit of the Noteholders in connection with the execution and delivery
      of
      the Original Note Purchase Agreement and the issuance and sale of the 2005
      Notes. Each of the Pledgors hereby agrees, acknowledges and affirms that (i)
      its
      obligations and liabilities under the Pledge Agreement continue to be validly
      due and owing and in full force and effect, (ii) such obligations and
      liabilities extend to the obligations and liabilities of the Pledgors under
      the
      Amended Agreement, the Amended Notes and any and all Shelf Notes issued pursuant
      to the Amended Agreement, and (iii) it has no defense, offset, counterclaim,
      right of recoupment or independent claim against the Noteholders with respect
      to
      the Pledge Agreement, the Amended Agreement, the Amended Notes or otherwise.
      

     

    The
      Parent and the Existing Noteholders agree that (i) the reference to $60,000,000
      in the second paragraph of the Pledge Agreement is deleted and replaced with
      $125,000,000, and (ii) Schedule I to the Pledge Agreement is deleted and
      replaced with the Schedule I attached hereto. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Each
      of
      the Pledgors agrees, acknowledges and affirms that the Amended Agreement and
      the
      Amended Notes are not intended by the parties to be, novations of the Existing
      Note Purchase Agreement or the Existing Notes, the pledges and security
      interests granted to the Trustee pursuant to the Pledge Agreement shall remain
      valid, binding and in full force and effect as of the date of the Pledge
      Agreement, subject to the terms of the Pledge Agreement, and any breach or
      default by the Pledgors under the Pledge Agreement in existence immediately
      prior to the execution and delivery of the Amended Agreement shall continue
      to
      exist and remain in effect, and shall not be deemed to be waived, released,
      discharged or otherwise excused, and all rights and remedies of the Trustee
      in
      respect thereof may be fully exercised by the Trustee on or after the date
      hereof in accordance with the Pledge Agreement. Although each of the Pledgors
      has been informed of the matters set forth herein and has acknowledged and
      agreed to the same, each Pledgor understands that the Noteholders have no
      obligation to inform any Pledgor of such matters in the future or to seek any
      Pledgor’s acknowledgment or agreement to future amendments, waivers or consents,
      and nothing herein shall create such a duty.

     

    Each
      of
      the undersigned also represents and warrants to the Noteholders that all of
      the
      representations and warranties made by the undersigned in the Pledge 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). 

     

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      page.]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF,
      the
      parties hereto have caused this Confirmation and Reaffirmation of Pledge
      Agreement to be executed on its behalf, as of the date first above written,
      by
      one of its duly authorized officers.

    


    
      	
              JPMORGAN
                CHASE BANK, N.A., as Trustee

            
	 
	 
	
              By:

            	
               
                

            
	
              Name:

            
	
              Title:

            
	 
	
              DREW
                INDUSTRIES INCORPORATED

            
	 
	 
	
              By:

            	
               
                

            
	
              Name: 
                Fredric M. Zinn

            
	
              Title: 
                President

            
	 
	
              KINRO,
                INC.

            
	
              LIPPERT
                COMPONENTS, INC.

            
	
              LIPPERT
                TIRE & AXLE, INC.

            
	 
	 
	
              By:

            	
               
                

            
	
              Name:
                 Fredric M. Zinn

            
	
              Title:   
                Vice President

            
	 
	
              KINRO
                HOLDING, INC.

            
	
              LIPPERT
                HOLDING, INC.

            
	
              LIPPERT
                TIRE & AXLE HOLDING, INC.

            
	 
	 
	
              By:

            	
               
                

            
	
              Name:
                 Fredric M. Zinn

            
	
              Title:   
                Chief Financial Officer