Exhibit 10.1


 





AMENDMENT NO. 2 AND WAIVER


 


TO THIRD AMENDED AND RESTATED CREDIT
AGREEMENT


 


 


 


This Amendment No.
2 and Waiver to Third Amended and Restated Credit Agreement (this “Amendment”), dated as of February 23, 2016,
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, a Swedish
corporation (“Stoneridge Sweden”, and together with the Domestic Borrowers, 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”) 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 Parent agreed, among other things, to pledge certain Equity Interests in its Subsidiaries pursuant
to (i) that certain Pledge and Security Agreement, dated as of September 12, 2014 (as amended, supplemented, amended and restated
or otherwise modified from time to time, the “Security Agreement”), among the grantors party thereto (including
the Domestic Borrowers) and the Collateral Agent and (ii) that certain Share Pledge Agreement, dated as of October 24, 2014 (as
amended, supplemented, amended and restated or otherwise modified from time to time, the “Mauritius Pledge Agreement”)
among the Parent, Stoneridge Asia Holdings Ltd. (“Stoneridge Mauritius”) and the Collateral Agent;


 


WHEREAS, subsequent
to the Closing Date, Stoneridge Mauritius has issued to the Parent two (2) additional Equity Interests in Stoneridge Mauritius,
represented by share certificate numbers 17 and 18 (the “Mauritius Shares”);


 


WHEREAS, subsequent
to the Closing Date, Stoneridge effected the TED Transaction, including the organization of TED de Mexico Servicios, S.A. de C.V.,
an indirect wholly owned Subsidiary of Parent organized under the laws of Mexico, including the issuance of 30 ordinary shares,
pesos 100 par value (the “TED Servicios Shares”);


 


WHEREAS, one or
more Potential Defaults or Events of Default now exist (i) under Section 9.1.4 of the Credit Agreement arising from the Parent’s
failure to comply with Section 8.2.12 of the Credit Agreement in connection with the pledge of certain of the Mauritius Shares
to the Collateral Agent, (ii) under Section 9.1.2 of the Credit Agreement arising from the Parent’s representation under
Section 6.1.2 of the Credit Agreement and (iii) under Section 9.1.5 of the Credit Agreement arising from Parent’s failure
to comply with each of (a) Section 3.1(e)(cc) of the Mauritius Pledge Agreement in connection with the issuance of the Mauritius
Shares, (b) Section 4.3 of the Mauritius Pledge Agreement in connection with the pledge of certain of the Mauritius Shares to the
Collateral Agent, and (c) Section 4.3 of the Security Agreement in connection with the pledge of certain of the Mauritius Shares
and TED Servicios Shares to the Collateral Agent (collectively, the “Existing Defaults”).


 






     


     


    

 


WHEREAS, the Borrowers
have requested that the Lenders and the Administrative Agent waive the Existing Defaults; and


 


WHEREAS, the parties
hereto desire to amend certain schedules and exhibits of the Credit Agreement and the Security Agreement 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 LOAN DOCUMENTS.


 


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


 


2.1Amendment
to Schedule 1.1(S) (Excluded Foreign Subsidiaries) of the Credit Agreement. Schedule 1.1(S) of the Credit Agreement
shall be amended and restated in its entirety on the Amendment Effective Date (as hereinafter defined) as set forth on Annex
I hereto.


 


2.2Amendment
to Schedule 6.1.2 (Subsidiaries and Owners) of the Credit Agreement. Schedule 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 II hereto.


 


2.3Amendment
to Exhibit C (List of Pledged Collateral, Securities and Other Investment Property) 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 III
hereto.


 


Section 3WAIVER OF EXISTING DEFAULTS.


 


Upon satisfaction of
the conditions set forth in Section 5 hereof, the Required Lenders hereby waive the Existing Defaults and agree not
to enforce their rights and remedies under the Credit Agreement with respect to the Existing Defaults. In all other respects, each
of the Borrowers shall be and remain in full compliance with the Credit Agreement as amended by the provisions of this Amendment
and the foregoing waiver shall not extend to prejudice any rights of the Administrative Agent or the Lenders in respect of any
other breach, if any, by any Borrower of any other provisions of the Credit Agreement. The execution of this Amendment by each
of the Borrowers shall serve as an acknowledgment (i) that the foregoing waiver shall not affect the continued legality, validity
and binding effect of the Credit Agreement in its entirety and (ii) that the Credit Agreement continues to be fully enforceable
in each case, except as otherwise waived herein or as amended by the provisions of this Amendment.


 


 



    2 


     


    




 


Section 4REPRESENTATIONS AND WARRANTIES.


 


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


 


4.1The 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
and Security Agreement, in each case, as amended by this Amendment, remains in full force and effect and remains the valid and
binding obligation of such Borrower party thereto 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 creditor’s
rights generally and by general principles of equity,


 


4.2No Potential
Default or Event of Default. Except for the Existing Defaults, 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.


 


4.3Restatement
of Representations and Warranties. The representations and warranties of such Borrower contained in the Credit Agreement and
the Security Agreement, each 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:


 


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


 


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


 






    3 


     


    

 


5.3Payment 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.


 


5.4Other.
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 6COVENANT.


 


The Borrowers shall
have executed and delivered to the Collateral Agent within the time periods specified below the following, each in form and substance
satisfactory to the Collateral Agent:


 


(a)No later than
March 18, 2016 (or such later date as shall be consented to by the Collateral Agent in its sole discretion), all original certificates
evidencing the TED Servicios Shares required to be pledged pursuant to the Loan Documents, together with duly executed in blank,
undated stock powers attached thereto; and


 


(b)No later than
May 6, 2016 (or such later date as shall be consented to by the Collateral Agent in its sole discretion), all original certificates
evidencing the Mauritius Shares required to be pledged pursuant to the Loan Documents, together with duly executed in blank, undated
stock powers attached thereto and all documents and deliverables required to be delivered pursuant to the Mauritius Pledge Agreement
and any other documents in connection with the pledge of the Mauritius Shares, as the Collateral Agent may reasonably request.


 


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 Collateral 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.


 


Section 7MISCELLANEOUS.


 


7.1Governing 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.


 


7.2Severability.
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.


 


7.3Counterparts.
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.


 






    4 


     


    

 


7.4Headings.
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.


 


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


 


7.6Nonwaiver.
The execution, delivery, performance and effectiveness of this Amendment shall not, except as set forth in Section 3
of this Amendment with respect to the Existing Defaults, 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, other than as set forth
in Section 3 of this Amendment with respect to the Existing Defaults, 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.


 


7.7Reaffirmation.
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.


 


7.8 Release of
Claims. In consideration of the Lenders’ and the Agents’ agreements contained in this Amendment, each Borrower
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 Borrower 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.


 


7.9Reference to
and Effect on the Credit Agreement and the Security Agreement.


 


(a) 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.






    5 


     


    

 


 


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


 


[SIGNATURES FOLLOW]


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 




    6 


     


    

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 CONTROL DEVICES, INC.	 
	 	 	 	 
	 	By:	 /s/ George E. Strickler	 
	 	Name:  	George E. Strickler	 
	 	Title:     	Vice President and Treasurer	 
	 	 	 	 
	 	STONERIDGE ELECTRONICS, 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	 
	 	 	 	 







 






    [Signature Page to Amendment No. 2 and Waiver to Third Amended and Restated Credit Agreement]


     

    




 


 


 


	 	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 Amendment No. 2 and Waiver to Third Amended and Restated Credit Agreement]


     

    

 


 





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







 


 



    [Signature Page to Amendment No. 2 and Waiver to Third Amended and Restated Credit Agreement]


     

    




 


 


	 	JPMORGAN CHASE BANK, N.A., as a Lender	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Andrea A. Booth	 
	 	Name:	Andrea A. Booth	 
	 	Title: 	Vice President	 







 


 






    [Signature Page to Amendment No. 2 and Waiver to Third Amended and Restated Credit Agreement]


     

    

 


 


 


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




 


 


 






    [Signature Page to Amendment No. 2 and Waiver to Third Amended and Restated Credit Agreement]


     

    




 


 


 


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







 


 






    [Signature Page to Amendment No. 2 and Waiver to Third Amended and Restated Credit Agreement]


     

    

 


 


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







 


 






    [Signature Page to Amendment No. 2 and Waiver to Third Amended and Restated Credit Agreement]


     

    

 


 


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







 


 






    [Signature Page to Amendment No. 2 and Waiver to Third Amended and Restated Credit Agreement]


     

    

 


 


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







 


 


 






    [Signature Page to Amendment No. 2 and Waiver to Third Amended and Restated Credit Agreement]


     

    

 


 


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







 






    [Signature Page to Amendment No. 2 and Waiver to Third Amended and Restated Credit Agreement]


     

    

 


 


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







 






    [Signature Page to Amendment No. 2 and Waiver to Third Amended and Restated Credit Agreement]


     

    

 





Annex I


 


Schedule 1.1(S)


 


Excluded Foreign Subsidiaries


 


	Subsidiary/Issuer	Jurisdiction
    of Organization/ Formation of Issuer
	 	 
	SRI Holdings CV	Netherlands
	Stoneridge European Holdings B.V.	Netherlands
	Stoneridge AB	Sweden
	Stoneridge Nordic AB	Sweden
	Stoneridge GmbH	Germany
	Stoneridge Electronics Limited	Scotland
	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 Eletronica Ltda.	Brazil
	PST Teleatendimento Ltda. (f/k/a PST Industrial Ltda.)	Brazil
	Positron Rastreadores Argentina S.A. 	Argentina
	TED de Mexico SA de CV	Mexico
	TED de Mexico Servicios S.A. de C.V.	Mexico
	Stoneridge Asia Holdings Ltd.	Mauritius
	Stoneridge Asia Pacific Electronics (Suzhou) Co. Ltd.	China


 


 


 


 


 


 




     


     


    

 


Annex II


 


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, 27,911,948
        shares outstanding at October 30, 2015

         
	Public (NYSE: SRI)
	Stoneridge Electronics, Inc.	Texas	
        100

        100

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

        100

         
	Stoneridge, Inc.
	SRI CS LLC	Michigan	
        1,000

        1,000

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

        20

         
	Stoneridge 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.


 


 




     


     


    

Annex III


 


Exhibit C


 


LIST OF PLEDGED COLLATERAL, SECURITIES AND
OTHER INVESTMENT PROPERTY


 


(i)PLEDGED STOCK


 


 


	Grantor	Issuer	Legal Form	Jurisdiction	Grantor Held	# Outstanding	
        % Pledged of

        Outstanding
	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.	SRI Holdings CV	Limited Partnership	Netherlands	99% limited partner	 	65%	N/A
	Stoneridge Control Devices, Inc.	SRI Holdings CV	Limited Partnership	Netherlands	1% general partner	 	65%	N/A
	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




     


     


    

(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
	Stoneridge Asia Pacific Electronics (Suzhou) Co. Ltd.	Stoneridge, Inc.	Intercompany Loan	US$ 5.9M


 


 


BONDS: - NONE


 


GOVERNMENT SECURITIES: - NONE