Exhibit 10.1


 


AMENDMENT NO. 1

TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT


 


 


This Amendment No. 1
to Third Amended and Restated Credit Agreement (this “Amendment”), dated as of March 26, 2015, 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”),
STONERIDGE ELECTRONICS AB, a Swedish corporation (“Stoneridge Sweden”, and together with Parent, Electronics,
Controls, the “Borrowers”), 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”).


 


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; and


 


WHEREAS, the parties
hereto desire to modify certain terms and provisions of the Credit Agreement, all as more fully set forth below.


 


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 2AMENDMENT
TO THE CREDIT AGREEMENT


 


The Credit Agreement
is hereby amended as follows:


 


2.1Amendment to
Section 1.1 (Certain Definitions). The definition of “Consolidated EBITDA” 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:


 






    	 



    	 



    

 


Consolidated
EBITDA shall mean, for any period, Consolidated Net Income for such period plus (a) without duplication and to the extent deducted
in determining such Consolidated Net Income, the sum of (i) Consolidated Interest Expense for such period, (ii) consolidated income
tax expense for such period, (iii) all amounts attributable to depreciation and amortization for such period, (iv) without duplication
of any amount added pursuant to clause (i) above, any cash premiums or other non-cash charges related to the early extinguishment
of the 2010 Note Documents and the amendment and restatement of the Existing Credit Agreement for such period and (v) any non-cash
charges (other than the write-down of current assets) for such period (provided that to the extent that all or any portion of the
income of any person is excluded from Consolidated Net Income pursuant to the definition thereof for all or any portion of such
period any amounts set forth in the preceding clauses (i) through (v) that are attributable to such person shall not be included
for purposes of this definition for such period or portion thereof), and minus (b) without duplication (i) all cash payments made
during such period on account of reserves, restructuring charges and other non-recurring non-cash charges added to Consolidated
Net Income pursuant to clause (a)(v) above in a previous period and (ii) to the extent included in determining such Consolidated
Net Income, any non-cash extraordinary gains and all non-recurring non-cash items of income for such period, all determined on
a consolidated basis in accordance with GAAP; provided that for purposes of calculating Consolidated EBITDA for any period (A)
the Consolidated EBITDA of any Person acquired by Parent or any Subsidiary of Parent pursuant to a Permitted Acquisition during
such period shall be included on a Pro Forma Basis for such period and (B) the Consolidated EBITDA of any person or line of business
sold or otherwise disposed of by Parent or any Subsidiary of any Loan Party during such period shall be excluded for such period
(assuming the consummation of such sale or other disposition and the repayment of any Indebtedness in connection therewith occurred
as of the first day of such period).


 


Section 3REPRESENTATIONS
AND WARRANTIES.


 


Each Borrower hereby
represents and warrants to the Lenders and the Administrative Agent as follows:


 


3.1The Amendment.
This Amendment has been duly and validly executed by an authorized executive officer of such Borrower and constitutes the legal,
valid and binding obligation of such Borrower enforceable against such Borrower 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 Borrower enforceable
against such Borrower in accordance with its terms, except as such enforceability may be limited by any applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of
equity.


 


3.2No 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.


 


3.3Restatement
of Representations and Warranties. The representations and warranties of such Borrower 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 4CONDITIONS
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:


 


4.1Execution.
The Administrative Agent shall have received counterparts to this Amendment duly executed and delivered by an authorized officer
of each other party hereto;


 


4.2Payment 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, if any, with the Administrative Agent; and


 


4.3Other.
All corporate and other proceedings, and all documents, instruments 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 5MISCELLANEOUS.


 


5.1Governing 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.


 


5.2Severability.
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.


 


5.3Counterparts.
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.


 


5.4Headings.
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.


 


5.5Negotiations.
Each Borrower acknowledges and agrees that all of the provisions contained herein were negotiated and agreed to in good faith after
discussion with the Administrative Agent and the Lenders.


 


5.6Nonwaiver.
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 Administrative Agent 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.


 


5.7Reaffirmation.
Each Borrower 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.


 






    	 



    	 



    

 


5.8 Release of
Claims. In consideration of the Lenders’ and the Administrative Agent’s agreements contained in this Amendment,
each Borrower hereby irrevocably releases and forever discharge the Lenders and the Administrative Agent 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 Borrower ever had or now has against Administrative Agent, any Lender or any other Released Person which relates,
directly or indirectly, to any acts or omissions of Administrative Agent, any Lender or any other Released Person relating to the
Credit Agreement or any other Loan Document on or prior to the date hereof.


 


5.9Reference 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]


 






    	 



    	 



    

 


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/ George E. Strickler                                   
	 	Name: George E. Strickler 
	 	Title: Executive Vice President, Chief
	 	          Financial Officer and Treasurer
	 	 
	 	 
	 	STONERIDGE ELECTRONICS, INC.
	 	 
	 	 
	 	 
	 	By:  /s/ George E. Strickler                                   
	 	Name: George E. Strickler 
	 	Title: Vice President and Treasurer
	 	 
	 	 
	 	STONERIDGE CONTROL DEVICES, INC.
	 	 
	 	 
	 	 
	 	By:   /s/ George E. Strickler                                  
	 	Name: George E. Strickler 
	 	Title: Vice President and Treasurer
	 	 
	 	 
	 	STONERIDGE ELECTRONICS AB
	 	 
	 	 
	 	 
	 	By: /s/ Peter Kruk                                                 
	 	Name: Peter Kruk
	 	Title: Managing Director







 


 


 



    	 



    	 



    




 





	 	PNC BANK, NATIONAL ASSOCIATION, as 

Administrative Agent and a Lender
	 	 
	 	 
	 	 
	 	By: /s/ Joseph G. Moran                         
	 	 
	 	Name: Joseph G. Moran
	 	 
	 	Title: Senior Vice President







 


 


 






    	 



    	 



    

 


 


 





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


 


 





 


 






    	 



    	 



    

 


 


 





	 	COMPASS BANK, as a Lender
	 	 
	 	 
	 	 
	 	By: /s/ Sandra Centa                         
	 	 
	 	Name: Sandra Centa
	 	 
	 	Title: Senior Vice President


 


 


 


 



    	 



    	 



    




 


 


 


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





 





 






    	 



    	 



    

 





	 	THE HUNTINGTON NATIONAL BANK, as a Lender
	 	 
	 	 
	 	 
	 	By: /s/ Brian H. Gallagher                          
	 	 
	 	Name: Brian H. Gallagher
	 	 
	 	Title: Senior Vice President


 


 


 






    	 



    	 



    

 





	 	U.S. BANK NATIONAL ASSOCIATION, as a Lender
	 	 
	 	 
	 	 
	 	By: /s/ Michael E. Temnick                          
	 	 
	 	Name: Michael E. Temnick
	 	 
	 	Title: Vice President


 


  


 






    	 



    	 



    

 





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


 





 






    	 



    	 



    

 





	 	FIRST NIAGARA BANK, N.A., as a Lender
	 	 
	 	 
	 	 
	 	By: /s/ Philip L. Rice                      
	 	 
	 	Name: Philip L. Rice
	 	 
	 	Title: Senior Vice President


 


  


 






    	 



    	 



    

 





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