Exhibit 10.1


 


EXECUTION VERSION





 


CONSENT AND AMENDMENT NO. 4


 


TO THIRD AMENDED AND RESTATED CREDIT
AGREEMENT


  


This Consent and Amendment
No. 4 to Third Amended and Restated Credit Agreement (this “Amendment”), dated as of January 30, 2017, is made
by and among STONERIDGE, INC., an Ohio corporation (the “Parent”), STONERIDGE ELECTRONICS, INC., a Texas corporation
(“Electronics”), STONERIDGE CONTROL DEVICES, INC., a Massachusetts corporation (“Controls”,
and together with the Parent and Electronics, the “Domestic Borrowers”), STONERIDGE ELECTRONICS AB, reg. no.
556442-9388, a Swedish corporation (“Stoneridge Sweden”, and together with the Domestic Borrowers, the “Borrowers”),
STONERIDGE AFTERMARKET, INC., an Ohio corporation (“Aftermarket”), as Guarantor, the various Lenders (as hereinafter
defined) which are a party to this Amendment and PNC Bank, National Association,
a national banking association, as the administrative agent (in such capacity, the “Administrative Agent”) and
the collateral agent (in such capacity, the “Collateral Agent”, and together with the Administrative Agent,
the “Agents”).


 


WITNESSETH:


 


WHEREAS, the Borrowers
have been extended certain financial accommodations pursuant to that certain Third Amended and Restated Credit Agreement, dated
as of September 12, 2014 (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Credit
Agreement”), among the Borrowers, the guarantors party thereto from time to time, the financial institutions party thereto
from time to time, as lenders (the “Lenders”) and the Administrative Agent;


 


WHEREAS, in connection
with the Credit Agreement, the Borrowers entered into that certain Pledge and Security Agreement, dated as of September 12, 2014,
among the grantors party thereto (including the Domestic Borrowers and Aftermarket) and the Collateral Agent (as amended, supplemented,
amended and restated or otherwise modified from time to time, the “Security Agreement”).


 


WHEREAS, the Borrowers
have informed the Administrative Agent that they intend to restructure certain of their Subsidiaries in the Netherlands whereby
(the following transaction being hereinafter referred to collectively as the “Dutch Reorganization”):


 


(i)       Parent
(as the limited partner and holder of 99% of the partnership interests) and Electronics (as the general partner and holder of 1%
of the partnership interests) will form a Dutch limited partnership (commanditaire vennootschap) under the laws of the Netherlands
to be named Stoneridge Netherlands C.V.;


 


(ii)        Parent
and Electronics will enter into a deed of disclosed pledge over partnership interests of Stoneridge Netherlands C.V. (the “New
Dutch Pledge Agreement”) to create, in favor of the Collateral Agent a first priority right of pledge under the laws
of the Netherlands over the partnership interests of Stoneridge Netherlands C.V., to the extent required by the Loan Documents;


 






     


     


    

 


(iii)       Electronics
(as the general partner of and on behalf of Stoneridge Netherlands C.V.) will form a Dutch private company with limited liability
(besloten vennootschap met beperkte aansprakelijkheid) under the laws of the Netherlands to be named Stoneridge B.V.;


 


(iv)       the
Collateral Agent’s security interest over the partnership interests of SRI Holdings C.V., a Dutch limited partnership (commanditaire
vennootschap) pursuant to the Deed of Disclosed Pledge Over Partnership Interests of SRI Holdings C.V., dated October 24, 2014,
among Controls and Parent, as pledgors, SRI Holdings C.V., and the Collateral Agent, as pledgee (the “Existing Dutch Pledge
Agreement” and the right of pledge in favor of the Collateral Agent granted thereunder being hereinafter referred to
as the “Existing Pledge (SRI CV)”), will be released, subject to conditions satisfactory to the Collateral Agent;
and


 


(v)       Parent’s
limited partnership interest in SRI Holdings C.V. will be contributed to Stoneridge Netherlands C.V.;


 


WHEREAS, the Borrowers
have informed the Administrative Agent that they have negotiated a transaction with Wide-Angle Management B.V., a private company
with limited liability (besloten vennootschap met beperkte aansprakelijkheid), under the laws of the Netherlands (“Seller”)
whereby (the following transaction being hereinafter referred to collectively as the “Orlaco Acquisition”):


 


(i)       Parent
and Stoneridge B.V. will enter into a Share Sale and Purchase Agreement (the “Acquisition Agreement” and, together
with the other documents, certificates, agreements or instruments in connection therewith, the “Acquisition Documents”)
with the Seller pursuant to which Stoneridge B.V. will purchase from Seller 100% of the entire issued and outstanding shares in
the capital of Exploitatiemaatschappij de Berghaaf B.V., a private company with limited liability (besloten vennootschap met
beperkte aansprakelijkheid) under the laws of the Netherlands (“Orlaco”);


 


(ii)       Parent
will borrow funds in the form of Revolving Credit Loans under the Credit Agreement and in connection with the Orlaco Acquisition
will contribute or lend (as the case may be) cash to Stoneridge Netherlands C.V. (such contribution or loan of funds from Parent
to Stoneridge Netherlands C.V. is hereinafter referred to as the “Orlaco Intercompany Contribution”); and


 


(iii)       Stoneridge
Netherlands C.V. will further contribute or lend (as the case may be) the funds from the Orlaco Intercompany Contribution to Stoneridge
B.V. for (a) payment to Seller of the Estimated Purchase Price, as defined in the Acquisition Agreement, (b) payment of other costs
and expenses in connection with the Orlaco Acquisition and the transactions contemplated by this Amendment and (c) initial working
capital needs of Orlaco;


 


WHEREAS, the parties
hereto desire to (i) amend certain provisions of the Loan Documents, (ii) consent to the Dutch Reorganization and (iii) consent
to the Orlaco Acquisition, in each case as more fully set forth below.


 






    2 


     


    




 


NOW THEREFORE,
in consideration of the mutual promises and agreements contained herein and other good and valuable consideration, the receipt
and adequacy of which are hereby acknowledged, each of the parties hereto hereby agrees as follows:


 


Section 1DEFINED TERMS.


 


Each defined term used
herein and not otherwise defined herein shall have the meaning ascribed to such term in the Credit Agreement, as amended by this
Amendment.


 


Section 2AMENDMENTS TO THE LOAN
DOCUMENTS.


 


The Credit Agreement
and the Security Agreement are hereby amended as follows:


 


2.1       Amendment
to Section 1.1 (Certain Definitions) of the Credit Agreement. The definition of “Stoneridge Netherlands” in Section
1.1 of the Credit Agreement is hereby amended and restated in its entirety on the Amendment Effective Date (as hereinafter defined),
as follows:


 


“Stoneridge
Netherlands shall mean Stoneridge Netherlands C.V., a Dutch limited partnership (commanditaire vennootschap), and its
successors and assigns.”


 


2.2       Amendment
to Section 1.1 (Certain Definitions) of the Credit Agreement. Section 1.1 of the Credit Agreement is hereby amended by the
addition of the following new defined terms, in the appropriate alphabetical order:


 


“Fourth Amendment
Effective Date shall mean the “Amendment Effective Date” as defined in that certain Consent and Amendment No. 4
to Third Amended and Restated Credit Agreement, dated as of January 30, 2017, among the Loan Parties, the Administrative Agent
and the Lenders.”


 


“Orlaco Acquisition
Agreement” means that certain Share Sale and Purchase Agreement, dated January 31, 2017, among Stoneridge B.V., a private
company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) under the laws of the Netherlands,
as Purchaser (as defined therein), Parent, as Purchaser’s Guarantor (as defined therein), Wide-Angle Management B.V., a private
company with limited liability (besloten vennootschap met beperkte aansprakelijkheid), under the laws of the Netherlands,
as Seller (as defined therein) and Exploitatiemaatschappij de Berghaaf B.V., a private company with limited liability (besloten
vennootschap met beperkte aansprakelijkheid) under the laws of the Netherlands, as Company (as defined therein).


 


2.3        Amendment
to Section 8.2.3 (Guaranties) of the Credit Agreement. Section 8.2.3 of the Credit Agreement is hereby amended and restated
in its entirety on the Amendment Effective Date, as follows:


 


“8.2.3       
Guaranties. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, at any time, directly or
indirectly, become or be liable in respect of any Guaranty, or assume, guarantee, become surety for, endorse or otherwise agree,
become or remain directly or contingently liable upon or with respect to any obligation or liability of any other Person, except
for (i) Guaranties of Indebtedness of the Loan Parties permitted hereunder and subject to the limitations set forth in Section
8.2.4 [Loans and Investments] below, (ii) Restricted Investments in or Guaranties of Indebtedness of Foreign Subsidiaries permitted
hereunder and subject to the limitations set forth in Section 8.2.4 [Loans and Investments] below and (iii) Parent’s Guaranty
of the payment obligations of Stoneridge B.V. as set forth in the Orlaco Acquisition Agreement as in effect on the Fourth Amendment
Effective Date.”


 






    3 


     


    

 


2.4        Amendment
to Section 8.2.4 (Loans and Investments) of the Credit Agreement. Clause (v) of Section 8.2.4 the Credit Agreement is hereby
amended and restated in its entirety on the Amendment Effective Date, as follows:


 


“(v)loans, advances
and investments in, or Guaranties of Indebtedness of (a) a Domestic Loan Party by another Domestic Loan Party, (b) a Foreign Subsidiary
by another Foreign Subsidiary or (c) a Foreign Subsidiary by a Domestic Loan Party; provided that loans, advances, investments
and Guaranties (other than the Guaranty by Parent of the payment obligations of Stoneridge B.V. as set forth in the Orlaco Acquisition
Agreement as in effect on the Fourth Amendment Effective Date) by Domestic Loan Parties in Foreign Subsidiaries pursuant to this
clause (c) shall not exceed Thirty Million Dollars ($30,000,000) in the aggregate at any time outstanding;”


 


2.5        Amendment
to Schedules 6.1.1 and 6.1.2 of the Credit Agreement. Each of Schedule 6.1.1 and 6.1.2 of the Credit Agreement shall be amended
and restated in its entirety on the Amendment Effective Date as set forth on Annex I hereto.


 


2.6       Amendment
to Exhibit C of the Security Agreement. Exhibit C of the Security Agreement shall be amended and restated in its entirety
on the Amendment Effective Date as set forth on Annex II hereto.


 


Section 3 CONSENTS.


 


3.1       Consent
to Dutch Reorganization. Certain elements of the Dutch Reorganization are not permitted by various provisions of the Loan Documents,
including, without limitation Section 8.2.7 of the Credit Agreement and Section 4.5 of the Security Agreement, and the Borrowers
have requested the consent of the Agents and the Lenders such that the forgoing Dutch Reorganization may be consummated. Notwithstanding
any such provisions and subject to the conditions set forth in Section 5 below, as of the Amendment Effective Date the Agents
and the Lenders hereby consent to the Dutch Reorganization, so long as such Dutch Reorganization is consummated substantially as
described in the recitals to this Amendment.


 






    4 


     


    

 


The Agents and the
Lenders hereby agree that upon the satisfaction of the conditions set forth herein and the consummation of the Dutch Reorganization,
the Existing Dutch Pledge Agreement and the Existing Pledge (SRI CV) shall be released and discharged. Each of the Lenders party
hereto hereby approves the release of the Existing Dutch Pledge Agreement and the Existing Pledge (SRI CV) pursuant to the terms
of this Amendment and authorizes the Collateral Agent to execute and deliver any such documents necessary to effectuate such release.
The Borrowers acknowledge that the Collateral Agent’s execution of and/or delivery of any documents releasing the Existing
Pledge (SRI CV) as set forth herein is made without recourse, representation, warranty, or other assurance of any kind by the Collateral
Agent as to the Collateral Agent’s rights in any collateral security for amounts owing under the Loan Documents, the condition
or value of any collateral, or any other matter.


 


3.2       Consent
to Orlaco Acquisition. Certain elements of the Orlaco Acquisition are not permitted by various provisions of the Loan Documents,
including, without limitation Sections 8.2.3 and 8.2.4 of the Credit Agreement, and the Borrowers have requested the consent of
the Agents and the Lenders such that the forgoing Orlaco Acquisition may be consummated. Notwithstanding any such provisions and
subject to the conditions set forth in Section 5 below, as of the Amendment Effective Date the Agents and the Lenders hereby
consent to Orlaco Acquisition and the consummation of the transactions contemplated by the Acquisition Documents, so long as (i)
the Orlaco Acquisition is consummated substantially as described in the recitals to this Amendment, (ii) the Orlaco Acquisition
satisfies all requirements for a Permitted Acquisition under the Credit Agreement and (iii) the Borrowers shall have delivered
to the Administrative Agent (a) no later than three (3) Business Days prior to the consummation of the Orlaco Acquisition, the
substantially final form of each Acquisition Document (together with all exhibits and schedules with respect thereto) and (b) a
certificate of an Authorized Officer of Parent (1) certifying that the Orlaco Acquisition has been consummated (subject only to
receipt of the portion of the purchase price) in accordance with the terms of the Acquisition Documents and (2) certifying as true,
correct and complete, and attaching copies of each of the Acquisition Documents (which shall not have been amended or revised in
any way adverse to the interests of the Agents or Lenders from those drafts previously delivered) as executed and delivered (together
with all exhibits and schedules with respect thereto), which shall be in form and substance satisfactory to the Administrative
Agent. For the avoidance of doubt, the Agents and Lenders agree that the Orlaco Intercompany Contribution shall not be included
as a Restricted Investment or other investment in a Foreign Subsidiary by a Domestic Loan Party for purposes of computing the limitations
in clauses (iv) and (v) of Section 8.2.4 of the Credit Agreement.


 


Section 4REPRESENTATIONS AND WARRANTIES.


 


Each Loan Party hereby
represents and warrants to the Lenders and the Agents as follows:


 


4.1       The
Amendment. This Amendment has been duly and validly executed by an authorized executive officer of such Loan Party and constitutes
the legal, valid and binding obligation of such Loan Party enforceable against such Loan Party in accordance with its terms. The
Credit Agreement, as amended by this Amendment, remains in full force and effect and remains the valid and binding obligation of
such Loan Party party thereto enforceable against such Loan Party in accordance with its terms, except as such enforceability may
be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditor’s rights
generally and by general principles of equity.


 






    5 


     


    

 


4.2       No
Potential Default or Event of Default. No Potential Default or Event of Default exists under the Credit Agreement as of the
date hereof and no Potential Default or Event of Default will occur as a result of the effectiveness of this Amendment.


 


4.3       Restatement
of Representations and Warranties. The representations and warranties of such Loan Party contained in the Credit Agreement,
as amended by this Amendment, and the other Loan Documents are true and correct on and as of the Amendment Effective Date as though
made on the Amendment Effective Date, unless and to the extent that any such representation and warranty is stated to relate solely
to an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date.


 


Section 5CONDITIONS TO EFFECTIVENESS.


 


The date and time of
the effectiveness of this Amendment (the “Amendment Effective Date”) is subject to the satisfaction of the following
conditions precedent:


 


5.1       Execution.
The Administrative Agent shall have received counterparts to this Amendment duly executed and delivered by an authorized officer
of each other party hereto.


 


5.2       Updated
Schedules and Exhibits. The Agents shall have received from the Loan Parties the updated schedules and exhibits as set forth
in and required under Section 2 hereof.


 


5.3       Acknowledgment
and Consent. The Administrative Agent shall have received from Stoneridge Netherlands C.V. an acknowledgment and consent to
the Security Agreement duly executed and delivered by an authorized offer or appropriate signatory thereof.


 


5.4       Dutch
Reorganization Documents. The Borrowers shall have delivered to the Administrative Agent copies, certified by an Authorized
Officer of Parent as true, correct and complete, of the material documentation to consummate the Dutch Reorganization (except as
set forth in Section 6 below), which shall be in form and substance satisfactory to the Administrative Agent.


 






    6 


     


    

 


5.5        New
Dutch Pledge Agreement. The Administrative Agent shall have received from the Loan Parties the New Dutch Pledge Agreement signed
by an Authorized Officer or appropriate signatory and all other documents and deliveries (including, without limitation, such legal
opinions as the Administrative Agent may reasonably request from (a) counsel to the Agents and (b) counsel to Parent and Electronics,
each of which shall be in form and substance reasonably satisfactory to the Administrative Agent) required to be delivered pursuant
to or in connection with such New Dutch Pledge Agreement.


 


5.6        Secretary’s
Certificates. Each of Parent and Electronics shall deliver or cause to be delivered, in form, content and scope reasonably
satisfactory to the Administrative Agent, a certificate of the secretary or an assistant secretary of such Borrower (a) attaching
and certifying to a copy of the resolutions of the Board of Directors or equivalent governing body of such Borrower, as applicable,
approving the New Dutch Pledge Agreement and any documentation in connection with the Dutch Reorganization and Orlaco Acquisition
to which such Borrower is a party, and of all documents evidencing other necessary corporate action and governmental approvals,
if any, with respect to the execution, delivery and performance by such Borrower of such documents, (b) a partner resolution of
Stoneridge Netherlands C.V., approving the entering into of the New Dutch Pledge Agreement and (c) certifying the names and true
signatures of the Authorized Officers of such Borrower authorized to sign any documents to which such Borrower is a party that
may be executed and delivered in connection with such documents.


 


5.7       Payment
of Costs and Expenses. The Borrowers shall have paid all outstanding and reasonable costs, expenses and the disbursements of
the Administrative Agent and its advisors, service providers and legal counsels incurred in connection with the documentation of
this Amendment, to the extent invoiced, as well as any other fees payable on or before the Amendment Effective Date pursuant to
any fee letter or agreement with the Administrative Agent.


 


5.8       Other.
All corporate and other proceedings, and all documents, instruments, certificates and other legal matters in connection with the
transactions contemplated by this Amendment shall be reasonably satisfactory in form and substance to the Administrative Agent
and its counsel.


 


Section 6 COVENANT.


 


The Borrowers shall
have delivered to the Administrative Agent no later than 30 days after the Amendment Effective Date (or such later date as shall
be consented to by the Administrative Agent in its sole discretion), copies, certified by an Authorized Officer of Parent as true,
correct and complete, of the documentation to consummate the transaction described in clause (v) of the definition of Dutch Reorganization
above, which shall be in form and substance satisfactory to the Administrative Agent. The failure of the Borrowers to satisfy the
requirements in this Section 6 on or before the time period applicable thereto as set forth herein (or such later date as
shall be consented to by the Administrative Agent in its sole discretion) shall constitute an immediate “Event of Default”
under the Credit Agreement, without the need for demand or notice of any kind.


 






    7 


     


    

 


Section 7 MISCELLANEOUS.


 


7.1       Governing
Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York without giving
effect to the conflict of laws rules thereof.


 


7.2       Severability.
Any provision of this Amendment which is prohibited or unenforceable shall be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions of this Amendment.


 


7.3       Counterparts.
This Amendment may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of
which when so executed and delivered shall be deemed to be an original, and all of which taken together shall constitute but one
and the same instrument.


 


7.4       Headings.
Section headings used in this Amendment are for the convenience of reference only and are not a part of this Amendment for any
other purpose.


 


7.5       Negotiations.
Each Loan Party acknowledges and agrees that all of the provisions contained herein were negotiated and agreed to in good faith
after discussion with the Agents and the Lenders.


 


7.6       Nonwaiver.
The execution, delivery, performance and effectiveness of this Amendment shall not operate as, or be deemed or construed to be,
a waiver: (i) of any right, power or remedy of the Lenders or the Agents under the Credit Agreement or the other Loan Documents,
or (ii) of any term, provision, representation, warranty or covenant contained in the Credit Agreement or any other Loan Document.
Further, none of the provisions of this Amendment shall constitute, be deemed to be or construed as, a waiver of any Potential
Default or Event of Default under the Credit Agreement as amended by this Amendment.


 


7.7       Reaffirmation.
Each Loan Party hereby (i) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under
the Credit Agreement and each of the other Loan Documents to which it is a party and (ii) ratifies and reaffirms its grant of security
interests and Liens under such documents and confirms and agrees that such security interests and Liens hereafter secure all of
the Obligations.


 


7.8        Release
of Claims. In consideration of the Lenders’ and the Agents’ agreements contained in this Amendment, each Loan Party
hereby irrevocably releases and forever discharge the Lenders and the Agents and their Affiliates, subsidiaries, successors, assigns,
directors, officers, employees, agents, consultants and attorneys (each, a “Released Person”) of and from any
and all claims, suits, actions, investigations, proceedings or demands, whether based in contract, tort, implied or express warranty,
strict liability, criminal or civil statute or common law of any kind or character, known or unknown, which such Loan Party ever
had or now has against the Agents, any Lender or any other Released Person which relates, directly or indirectly, to any acts or
omissions of the Agents, any Lender or any other Released Person relating to the Credit Agreement or any other Loan Document on
or prior to the date hereof.


 






    8 


     


    

 


7.9       Reference
to and Effect on the Credit Agreement. Upon the effectiveness of this Amendment, each reference in the Credit Agreement to
“this Agreement,” “hereunder,” “hereof,” “herein,” or words of like import shall
mean and be a reference to the Credit Agreement as amended by this Amendment and each reference to the Credit Agreement in any
other document, instrument or agreement executed and/or delivered in connection with the Credit Agreement shall mean and be a reference
to the Credit Agreement, as amended by this Amendment.


 


[SIGNATURES FOLLOW]


 




    9 


     


    

 


IN WITNESS WHEREOF, the
parties hereto, by their officers thereunto duly authorized, have executed this Amendment as of the day and year first above written.


 





	BORROWERS:	STONERIDGE, INC. 
	 	 	 
	 	By:	/s/ Robert R. Krakowiak
	 	Name: Robert R. Krakowiak
	 	Title: Chief Financial Officer and Treasurer
	 	 	 
	 	 	 
	 	STONERIDGE CONTROL DEVICES, INC.
	 	 	 
	 	By:	/s/ Robert R. Krakowiak
	 	Name: Robert R. Krakowiak
	 	Title: Vice President and Treasurer
	 	 	 
	 	 	 
	 	STONERIDGE ELECTRONICS, INC.
	 	 	 
	 	By:	/s/ Robert R. Krakowiak
	 	Name: Robert R. Krakowiak
	 	Title: Vice President and Treasurer
	 	 	 
	 	 	 
	 	STONERIDGE ELECTRONICS AB
	 	 	 
	 	By:	/s/ Peter Kruk
	 	Name: Peter Kruk
	 	Title: Managing Director
	 	 	 
	 	 	 
	 	 	 
	GUARANTOR:	STONERIDGE AFTERMARKET, INC. 
	 	 	 
	 	By:	/s/ Robert R. Krakowiak
	 	Name: Robert R. Krakowiak
	 	Title: Vice President and Treasurer










 






    
[Signature Page to Consent and Amendment No. 4]


     


    










 


	AGENTS:	PNC BANK, NATIONAL ASSOCIATION, as
	 	the Administrative Agent and the Collateral Agent
	 	 	 
	 	 	 
	 	By:	/s/ Joseph G. Moran              
	 	Name: Joseph G. Moran
	 	Title: Senior Vice President


 




    
[Signature Page to Consent and Amendment No. 4]


     


    




 


	 	LENDERS:
	 	 	 
	 	PNC BANK, NATIONAL ASSOCIATION, as a Lender
	 	 	 
	 	 	 
	 	By:	/s/ Joseph G. Moran                
	 	Name: Joseph G. Moran
	 	Title: Senior Vice President


 




    
[Signature Page to Consent and Amendment No. 4]


     


    

 


	 	JPMORGAN CHASE BANK, N.A., as a Lender
	 	 	 
	 	 	 
	 	By:	/s/     James     A.
    Pitzer                      
	 	 	 
	 	Name: 	     James     A.
    Pitzer
	 	 	 
	 	Title:	Executive Director


  




    
[Signature Page to Consent and Amendment No. 4]


     


    

 


	 	COMPASS BANK, as a Lender
	 	 	 
	 	 	 
	 	 	 
	 	By:	/s/
    Jeff Bork                 
	 	 	 
	 	Name: 	
    Jeff Bork
	 	 	 
	 	Title:	Sr. Vice President





 




    
[Signature Page to Consent and Amendment No. 4]


     


    

 


	 	CITIZENS BANK, NATIONAL ASSOCIATION, as a Lender
	 	 	 
	 	 	 
	 	By:	/s/     Stephen     A.
    Maenhout                   
	 	 	 
	 	Name: 	Stephen     A.
    Maenhout
	 	 	 
	 	Title:	Senior Vice President


 




    
[Signature Page to Consent and Amendment No. 4]


     


    




 


	 	THE HUNTINGTON NATIONAL BANK, as a Lender
	 	 	 
	 	 	 
	 	By:	/s/
    Dan Swanson                  
	 	 	 
	 	Name: 	
    Dan Swanson
	 	 	 
	 	Title:	Assistant Vice President


  




    
[Signature Page to Consent and Amendment No. 4]


     


    




 


	 	U.S. BANK NATIONAL ASSOCIATION, as a Lender
	 	 	 
	 	 	 
	 	By:	/s/     Jeffrey     S.
    Johnson                      
	 	 	 
	 	Name: 	     Jeffrey     S.
    Johnson
	 	 	 
	 	Title:	Senior Vice President


  




    
[Signature Page to Consent and Amendment No. 4]


     


    

 


	 	BMO HARRIS BANK, N.A., as a Lender
	 	 	 
	 	 	 
	 	By:	/s/ Betsy Phillips           
	 	 	 
	 	Name: 	 Betsy Phillips
	 	 	 
	 	Title:	Senior Vice President, Director


  




    
[Signature Page to Consent and Amendment No. 4]


     


    




 


	 	KEYBANK NATIONAL ASSOCIATION 
	 	(successor to FIRST NIAGARA BANK, N.A.), as
	 	a Lender
	 	 	 
	 	 	 
	 	By:	/s/
         Suzannah
    Valdivia                
	 	 	 
	 	Name: 	
    Suzannah
    Valdivia
	 	 	 
	 	Title:	Senior Vice President


  




    
[Signature Page to Consent and Amendment No. 4]


     


    

 


	 	FIRST COMMONWEALTH BANK, as a Lender
	 	 	 
	 	 	 
	 	By:	/s/ Stephen J. Orban                    
	 	 	 
	 	Name: 	     Stephen J. Orban
	 	 	 
	 	Title:	Senior Vice President


 









    
[Signature Page to Consent and Amendment No. 4]


     


    

 





Annex I


 


Schedules 6.1.1 and 6.1.2 of the Credit
Agreement







 






     


     


    

 








Annex I


 


Amended and Restated Schedule 6.1.1


 


Organization / Qualification


 





	Loan Party	 	Organization	 	Qualification
	Stoneridge, Inc.	 	Ohio	 	Florida, Illinois, Indiana, Massachusetts, Michigan, Texas, Japan
	Stoneridge Electronics, Inc.	 	Texas	 	 
	Stoneridge Control Devices, Inc.	 	Massachusetts	 	Michigan
	Stoneridge Aftermarket, Inc.	 	Ohio	 	Michigan
	Stoneridge Electronics AB	 	Sweden	 	 
	SRI CS LLC	 	Michigan	 	 
	SRI Holdings CV	 	Netherlands	 	 
	Stoneridge European Holdings B.V.	 	Netherlands	 	 
	Stoneridge AB	 	Sweden	 	 
	Stoneridge Nordic AB	 	Sweden	 	 
	Stoneridge GmbH	 	Germany	 	 
	Stoneridge Electronics Limited	 	Scotland	 	France, Spain
	Stoneridge Electronics SrL	 	Italy	 	 
	Stoneridge Electronics AS	 	Estonia	 	 
	Stoneridge Pollak (Holdings) Limited	 	UK	 	 
	Stoneridge Aftermarket GmbH	 	Germany	 	 
	Stoneridge OOO	 	Russia	 	 
	Stoneridge do Brasil Participações Ltda.	 	Brazil	 	 
	PST Teleatendimento Ltda. (f/k/a PST Industrial Ltda.)	 	Brazil	 	 
	PST Eletrônica Ltda.	 	Brazil	 	Argentina
	Positron Rastreadores Argentina S.A. 	 	Argentina	 	 
	TED de Mexico SA de CV	 	Mexico	 	 
	TED de Mexico Servicios SA de CV	 	Mexico 	 	 
	Stoneridge Asia Holdings Ltd.	 	Mauritius	 	 
	Stoneridge Asia Pacific Electronics (Suzhou) Co. Ltd.	 	China	 	 
	Stoneridge Netherlands CV	 	Netherlands	 	 
	Stoneridge B.V.	 	Netherlands	 	 
	Exploitatiemaatschappij De Berghaaf B.V.	 	Netherlands	 	 
	Orlaco Products B.V.	 	Netherlands	 	 
	Orlaco Maritime CCTV B.V.	 	Netherlands	 	 
	Orlaco trucktronic Eyes B.V.	 	Netherlands	 	 
	Orlaco Vastogoed B.V.	 	Netherlands	 	 
	Orlaco Vision B.V.	 	Netherlands	 	 
	Orlaco GmbH	 	Germany	 	 
	Orlaco Inc.	 	Delaware	 	Georgia







 



     


     


    




 





Amended and Restated Schedule 6.1.2


Subsidiaries and Owners


 





	Subsidiary/Issuer 	 	
        Jurisdiction of

        Organization/

        Formation of

        Issuer 
	 	
        Authorized and

        Outstanding Equity

        Interests of Issuer 
	 	
        Holder of Outstanding

        Equity Interests

	Stoneridge, Inc.	 	Ohio	 	
        5M Preferred Shares, none issued or outstanding

        60M Common Shares, 27,842,883 shares outstanding
        at June 30, 2016 
	 	Public (NYSE: SRI)
	 	 	 	 	 	 	 
	Stoneridge Electronics, Inc.	 	Texas	 	
        100

        100
	 	Stoneridge, Inc.
	 	 	 	 	 	 	 
	Stoneridge Control Devices, Inc.	 	Massachusetts	 	
        100

        100 
	 	Stoneridge, Inc.
	 	 	 	 	 	 	 
	Stoneridge Aftermarket, Inc.	 	Ohio	 	
        100

        100 
	 	Stoneridge, Inc.
	 	 	 	 	 	 	 
	SRI CS LLC	 	Michigan	 	
        1,000

        1,000 
	 	Stoneridge, Inc.
	 	 	 	 	 	 	 
	SRI Holdings CV	 	Netherlands	 	Limited Partnership	 	Stoneridge Netherlands CV (99% limited partner) & Stoneridge Control Devices, Inc. (1% general partner)
	 	 	 	 	 	 	 
	Stoneridge European Holdings B.V.	 	Netherlands	 	
        100

        20
	 	SRI Holdings CV
	 	 	 	 	 	 	 
	Stoneridge AB	 	Sweden	 	
        5,745

        5,745
	 	Stoneridge European Holdings B.V.
	 	 	 	 	 	 	 
	Stoneridge Electronics AB	 	Sweden	 	
        5,745

        5,745 
	 	Stoneridge AB
	 	 	 	 	 	 	 
	Stoneridge Nordic AB	 	Sweden	 	
        1,000

        1,000 
	 	Stoneridge Electronics AB
	 	 	 	 	 	 	 
	Stoneridge GmbH	 	Germany	 	
        100,000

        100,000 
	 	Stoneridge Electronics AB
	 	 	 	 	 	 	 
	Stoneridge Electronics Limited	 	Scotland	 	
        250,000

        250,000 
	 	Stoneridge AB
	 	 	 	 	 	 	 
	Stoneridge Electronics SrL	 	Italy	 	
        10,000

        10,000 
	 	Stoneridge Electronics Limited
	 	 	 	 	 	 	 



 






     


     


    

 


	Stoneridge Electronics AS	 	Estonia	 	
        160

        40 
	 	Stoneridge European Holdings B.V.
	 	 	 	 	 	 	 
	Stoneridge Pollak (Holdings) Limited	 	UK	 	
        7,004,000

        7,004,000 
	 	Stoneridge European Holdings B.V.
	 	 	 	 	 	 	 
	Stoneridge Aftermarket GmbH	 	Germany	 	
        25,000

        25,000
	 	Stoneridge European Holdings B.V.
	 	 	 	 	 	 	 
	Stoneridge OOO	 	Russia	 	
        10,000

        10,000
	 	Stoneridge European Holdings B.V. [(99.01%) & Stoneridge Holdings CV (.99%)]
	 	 	 	 	 	 	 
	Stoneridge do Brasil Participações Ltda.	 	Brazil	 	8,200,844,065 Quotas 8,200,844,065 Quotas	 	Stoneridge, Inc.
	 	 	 	 	 	 	 
	PST Eletronica Ltda.	 	Brazil	 	9,428,904,801 Quotas 9,428,904,801 Quotas	 	Stoneridge, Inc. (3,541,077,580 Quotas) & Stoneridge do Brasil Participações Ltda. (3,436,311,972 Quotas). 74% in Total
	 	 	 	 	 	 	 
	PST Teleatendimento Ltda. (f/k/a PST Industrial Ltda.)	 	Brazil	 	
        1,000,000 Quotas

        1,000,000 Quotas
	 	PST Eletronica Ltda. (999,999 quotas) & Stoneridge do Brasil Participações Ltda. (1 quota)
	 	 	 	 	 	 	 
	Positron Rastreadores Argentina S.A.	 	Argentina	 	
        100,000

        100,000
	 	
        PST Eletronica Ltda. 98,000 legal &beneficial
        owner, 2,000 beneficially owned.

         

        Daniel Ricci owns 2,000 (bare legal title) which are
        beneficially owned by PST Eletronica Ltda.

         

	 	 	 	 	 	 	 
	TED de Mexico SA de CV	 	Mexico	 	
        Series A 1,000

        Series A 1,000

        Series B 1,398,968 Series B 1,398,968
	 	Stoneridge, Inc. (Series A 998 shares, Series B 1,398,968 shares) & Stoneridge Electronics, Inc. (Series A 2 shares)
	 	 	 	 	 	 	 
	TED de Mexico Servicios S.A. de C.V.	 	Mexico	 	30	 	
        Stoneridge, Inc. (29)

         

        Stoneridge Electronics, Inc. (1)

	 	 	 	 	 	 	 
	Stoneridge Asia Holdings Ltd.	 	Mauritius	 	
        Unlimited

        3,580,348
	 	Stoneridge, Inc.
	 	 	 	 	 	 	 



 






     


     


    

 


	Stoneridge Asia Pacific Electronics (Suzhou) Co. Ltd.	 	China	 	Permitted investment is US$13.5M, of which the minimum capital is 40% (US$5.4M), has been fully paid	 	Stoneridge Asia Holdings Ltd.
	 	 	 	 	 	 	 
	Stoneridge Netherlands CV	 	Netherlands	 	Limited Partnership	 	Stoneridge, Inc. (99% limited partner) & Stoneridge Electronics, Inc. (1% general partner)
	 	 	 	 	 	 	 
	Stoneridge B.V.	 	Netherlands	 	
        100 (Authorization of additional shares requires amendment
        to articles)

         

        100
	 	Stoneridge Netherlands CV
	 	 	 	 	 	 	 
	Exploitatiemaatschappij De Berghaaf B.V.	 	Netherlands	 	
        30,000 preferred

        1,800 preferred

         

        60,000

        1,874
	 	Stoneridge B.V.
	 	 	 	 	 	 	 
	Orlaco Products B.V.	 	Netherlands	 	
        90,000

        18,151
	 	Exploitatiemaatschappij De Berghaaf B.V.
	 	 	 	 	 	 	 
	Orlaco Maritime CCTV B.V.	 	Netherlands	 	
        90,000

        18,151
	 	Exploitatiemaatschappij De Berghaaf B.V.
	 	 	 	 	 	 	 
	Orlaco trucktronic Eyes B.V.	 	Netherlands	 	
        90,000

        18,000
	 	Exploitatiemaatschappij De Berghaaf B.V.
	 	 	 	 	 	 	 



 






     


     


    

 


	Orlaco Vastogoed B.V.	 	Netherlands	 	
        90,000

        18,151
	 	Exploitatiemaatschappij De Berghaaf B.V.
	 	 	 	 	 	 	 
	Orlaco Vision B.V.	 	Netherlands	 	
        90,000

        18,151
	 	Exploitatiemaatschappij De Berghaaf B.V.
	 	 	 	 	 	 	 
	Orlaco GmbH	 	Germany	 	
        25,000 (Authorization of additional shares requires amendment
        to articles)

         

        25,000
	 	Orlaco Products B.V.
	 	 	 	 	 	 	 
	Orlaco Inc.	 	Delaware	 	
        1,000

        100
	 	Orlaco Products B.V.




  




     


     


    

 


Annex II


 


Exhibit C of the Security Agreement


 






     


     


    

  


Annex II


 


Amended and Restated Exhibit C


 


LIST OF PLEDGED COLLATERAL, SECURITIES AND
OTHER INVESTMENT PROPERTY


 


(i)       PLEDGED STOCK





 





	Grantor	 	Issuer	 	Legal Form	 	Jurisdiction	 	Grantor Held	 	# Outstanding	 	
        % Pledged of
	 	Par
	Stoneridge, Inc.	 	
        Stoneridge

        Electronics, Inc.
	 	Corporation	 	Texas	 	100	 	100	 	100%	 	No par common
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Stoneridge, Inc.	 	Stoneridge Control Devices, Inc.	 	Corporation	 	Massachusetts	 	100	 	100	 	100%	 	No par common
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Stoneridge, Inc.	 	Stoneridge do Brasil Participações Ltda.	 	Corporation	 	Brazil	 	8,200,844,064	 	8,200,844,065	 	99.99%	 	BRL $.01 Quotas
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Stoneridge, Inc.	 	PST Eletronica Ltda.	 	Corporation	 	Brazil	 	3,541,077,580	 	9,428,904,801	 	28.555556%	 	BRL $.01 Quotas
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Stoneridge, Inc.	 	TED de Mexico SA de CV	 	Corporation	 	Mexico	 	998	 	1,000	 	65%	 	Peso 1 par Series A Ordinary
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Stoneridge, Inc.	 	TED de Mexico SA de CV	 	Corporation	 	Mexico	 	1,398,968	 	1,398,968	 	65%	 	Peso 1 par Series B Ordinary
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Stoneridge, Inc.	 	TED de Mexico Servicios S.A. de C.V.	 	Corporation	 	Mexico	 	29	 	30	 	65%	 	
        Peso 100 par

        Ordinary

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Stoneridge, Inc.	 	Stoneridge Asia Holdings Ltd.	 	Corporation	 	Mauritius	 	3,580,348	 	3,580,348	 	65%	 	No par Ordinary
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Stoneridge, Inc.	 	Stoneridge Netherlands CV	 	Limited Partnership	 	Netherlands	 	99% limited partner	 	 	 	65%	 	N/A
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Stoneridge Electronics, Inc.	 	Stoneridge Netherlands CV	 	Limited Partnership	 	Netherlands	 	1% general partner	 	 	 	65%	 	N/A







 






     


     


    

  


(ii) PLEDGED NOTES





 





	Name of Issuer	 	Name of Holder	 	Description	 	Value
	Stoneridge European Holdings B.V.	 	Stoneridge, Inc.	 	Intercompany Loan	 	US$ 3.6M
	 	 	 	 	 	 	 
	Stoneridge Pollak Holdings Limited	 	Stoneridge, Inc.	 	Intercompany Loan	 	US$ 4.9M
	 	 	 	 	 	 	 
	PST Eletronica Limitada	 	Stoneridge, Inc.	 	Intercompany Loan	 	US$2.0M
	 	 	 	 	 	 	 
	Stoneridge Asia Pacific Electronics (Suzhou) Co. Ltd.	 	Stoneridge, Inc.	 	Intercompany Loan	 	US$ 5.9M










 


BONDS: - NONE


 


GOVERNMENT SECURITIES: - NONE