SUBSIDIARY GUARANTEE AGREEMENT

Exhibit 10.12

SUBSIDIARY GUARANTEE AGREEMENT

                SUBSIDIARY GUARANTEE AGREEMENT, dated as of February 11, 2005, made by each direct and indirect subsidiary (other than KINRO, INC., an Ohio corporation, and LIPPERT COMPONENTS, INC., a Delaware corporation (the “Co-Issuers”)) of DREW INDUSTRIES INCORPORATED, a Delaware corporation (the “Parent”), listed on Schedule A hereof and each other Person which from time to time becomes a Guarantor pursuant to Section 4.07(b) hereof (each a “Guarantor” and collectively the “Guarantors”) in favor of Prudential Investment Management, Inc. (“Prudential”) and each of the holders of Notes (as defined below) which may be issued pursuant to the Note Agreement (as defined below) from time to time (Prudential and the holders of the Notes, together with their respective successors and assigns, each being referred to herein as a “Noteholder” and collectively as the “Noteholders”).

                Reference is hereby made to that certain Note Purchase and Private Shelf Agreement, dated as of February 11, 2005 (as the same from time to time may be amended, restated, supplemented or otherwise modified, the “Note Agreement”), by and among the Co-Issuers and the Parent, on the one hand, and Prudential and each of the holders from time to time of the Notes, on the other hand, pursuant to which, subject to the terms and conditions set forth therein, certain affiliates of Prudential are willing to consider, in their sole discretion and within limits which may be authorized for purchase by them from time to time, the purchase of senior secured promissory notes issued by the Co-Issuers in an aggregate principal amount of up to $60,000,000 (the “Notes”). Terms used herein as defined terms and not otherwise defined herein shall have the meanings given thereto in the Note Agreement.

                Each Guarantor is a direct or indirect Subsidiary of the Parent. Each Guarantor acknowledges that the issuance of the Notes by the Co-Issuers pursuant to the Note Agreement will benefit each such Guarantor by making funds available to such Guarantor through the Co-Issuers and by enhancing the financial strength of the consolidated group of which each Guarantor and the Co-Issuers are members. The execution and delivery of this Agreement by each existing Subsidiary of the Co-Issuers is a condition precedent to the execution and delivery by Prudential of the Note Agreement and the Co-Issuers have covenanted in the Note Agreement that Subsidiary Joinders (as defined below) shall be duly executed by each Additional Guarantor.

                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 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, Yield-Maintenance Amount or other premium, if any, 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 Notes when and as due, whether at maturity, by acceleration, upon one or more dates on which repayment or

prepayment is required, or otherwise, and (ii) 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 Co-Issuers to one or more of the Noteholders or the Security Trustee (collectively, the “Secured Parties”) under the Note Agreement or any of the other Transaction Documents, and (b) the due and punctual performance of all covenants, agreements, obligations and liabilities of the Co-Issuers under or pursuant to the Note Agreement and the other Transaction Documents. 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 Parent Guaranty 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, 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 Co-Issuers 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 Noteholders or the Security Trustee, as the case may be, 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 Co-Issuers 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 Transaction 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 Transaction 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 obligor in respect of the Obligations); (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 Transaction 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 Co-Issuers or any guarantor; (vii) the failure of any Person to become a Guarantor hereunder, whether or not required under the Note 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 any amount owing under the Bank Credit Agreement 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 any amount owing under the Bank Credit Agreement.

                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 Transaction 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 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 the Required Holders 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 Required Holders 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 Co-Issuers 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 Co-Issuers 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 Co-Issuers 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 Security Trustee 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 Co-Issuers under the Note Agreement may be declared to be forthwith due and payable as provided in Paragraph 7A of the Note Agreement (and shall be deemed to have become automatically due and payable in the circumstances provided in clause (viii), (ix) or (x) of said Paragraph 7A) 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 Co-Issuers 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 Co-Issuers) 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 Note 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 Note 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